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

                                    FORM 10-Q

(Mark One)

/x/            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2003

                                       OR

/ /           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from _______ to _______


                         Commission file number 0-21874

                           Berkeley Technology Limited

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


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

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

                              011 44 (1534) 607700
              (Registrant's telephone number, including area code)

                          London Pacific Group Limited
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

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

     As of November 14, 2003, the registrant had outstanding 64,439,073 Ordinary
Shares, par value $0.05 per share.
<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION

                                                                                                             Page

Item 1.    Financial Statements:
<S>                                                                                                            <C>
           Unaudited Condensed Consolidated Balance Sheets as of September 30, 2003 and
               December 31, 2002 ...........................................................................    3

           Unaudited Condensed Consolidated Statements of Income for the three and nine months
               ended September 30, 2003 and 2002............................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
               ended September 30, 2003 and 2002............................................................    6

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the nine months
               ended September 30, 2003 ....................................................................    7

           Unaudited Consolidated Statements of Comprehensive Income for the three and nine months
               ended September 30, 2003 and 2002............................................................    8

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

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk ......................................   37

Item 4.    Controls and Procedures .........................................................................   38


                                     PART II

                                OTHER INFORMATION

Item 1.    Legal Proceedings ...............................................................................   38

Item 6.    Exhibits and Reports on Form 8-K ................................................................   39

Signature  .................................................................................................   40

Exhibit Index ..............................................................................................   41

</TABLE>
                                       2
<PAGE>





                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                     September 30,    December 31,
                                                                                          2003          2002 (1)
                                                                                     -------------   -------------
                                            ASSETS

<S>                                                                                    <C>             <C>
Investments (principally of life insurance subsidiary):
   Fixed maturities:
     Available-for-sale, at fair value (amortized cost: $19,449 and $30,481
       as of September 30, 2003 and December 31, 2002, respectively)..............      $   19,449      $   30,335
   Equity securities:
     Trading, at fair value (cost: $4,721 and $26,785 as of September 30, 2003
       and December 31, 2002, respectively) ......................................          12,668          16,505
     Available-for-sale, at estimated fair value (cost: $5,106 and $8,980
       as of September 30, 2003 and December 31, 2002, respectively) .............           5,106           7,230
                                                                                     -------------   -------------
Total investments ................................................................          37,223(2)       54,070

Cash and cash equivalents ........................................................          21,385(2)       15,308
Cash held in escrow...............................................................             998               -
Accrued investment income ........................................................             795             900
Other assets .....................................................................           1,337           1,549
Total assets of discontinued operations...........................................               -           8,390
                                                                                     -------------   -------------
Total assets .....................................................................      $   61,738      $   80,217
                                                                                     -------------   -------------
                                                                                     -------------   -------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities ................................................      $   29,274      $   35,441
Notes payable ....................................................................               -           9,314
Accounts payable, accruals and taxes payable .....................................             595             832
Guarantees under bank facility....................................................               -          10,590
Total liabilities of discontinued operations......................................               -           2,554
                                                                                     -------------   -------------
Total liabilities ................................................................          29,869          58,731
                                                                                     -------------   -------------
Commitments and contingencies (see Note 9)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of September 30, 2003 and
   December 31, 2002..............................................................           3,222           3,222
Additional paid-in capital .......................................................          68,615          68,394
Retained earnings ................................................................          24,206          16,054
Employee benefit trusts, at cost (13,684,881 shares as of September 30, 2003
   and December 31, 2002) ........................................................         (63,571)        (63,571)
Accumulated other comprehensive loss .............................................            (603)         (2,613)
                                                                                     -------------   -------------
Total shareholders' equity .......................................................          31,869          21,486
                                                                                     -------------   -------------
Total liabilities and shareholders' equity .......................................      $   61,738      $   80,217
                                                                                     -------------   -------------
                                                                                     -------------   -------------
<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
(2) Includes $34,225 of investments and $11,206 of cash and cash equivalents in the Company's insurance subsidiary
    which are not available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>

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

                                       3
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (In thousands, except per share and ADS amounts)

<TABLE>
<CAPTION>

                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,              September 30,
                                                                    ----------------------     ----------------------
                                                                       2003      2002 (1)         2003      2002 (1)
                                                                    ----------  ----------     ----------  ----------
Continuing operations:

<S>                                                                 <C>         <C>            <C>         <C>
Revenues:
Investment income.................................................  $      433  $    1,364     $    1,492  $    5,962
Insurance policy charges..........................................           2       1,207              6       1,152
Fee income (2)....................................................           -           -              -       2,908
Net realized investment losses....................................        (839)     (2,065)       (14,988)     (1,740)
Change in net unrealized investment gains and losses
   on trading securities .........................................      (4,213)     (5,403)        18,226     (31,276)
                                                                    ----------  ----------     ----------  ----------
                                                                        (4,617)     (4,897)         4,736     (22,994)
Expenses:
Amounts credited on insurance policyholder accounts...............         463       1,423          1,509       5,495
Amortization of deferred policy acquisition costs.................           -       1,689              -       2,952
Operating expenses................................................       1,269       2,489          4,317       9,198
Interest expense..................................................           -         252            676         807
                                                                    ----------  ----------     ----------  ----------
                                                                         1,732       5,853          6,502      18,452
                                                                    ----------  ----------     ----------  ----------
Loss from continuing operations before income taxes...............      (6,349)    (10,750)        (1,766)    (41,446)

Income tax expense (benefit)......................................          (3)     (1,798)             9       1,515
                                                                    ----------  ----------     ----------  ----------
Loss from continuing operations...................................      (6,346)     (8,952)        (1,775)    (42,961)

Discontinued operations:
Loss from discontinued operations, net of income
   tax expense (benefit) of $0, $1,617, $2 and $(6,734),
   respectively...................................................           -      (2,667)        (1,758)   (108,058)
Income (loss) on disposal of discontinued operations, net of
   income tax expense of $0, $0, $36 and $0, respectively.........           -     (38,532)        11,685     (38,532)
                                                                    ----------  ----------     ----------  ----------
Income (loss) on discontinued operations..........................           -     (41,199)         9,927    (146,590)
                                                                    ----------  ----------     ----------  ----------
Net income (loss).................................................  $   (6,346) $  (50,151)    $    8,152  $ (189,551)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------

<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
(2) Amount represents revenues earned from an entity included in discontinued operations.
</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 INCOME (Continued)
                (In thousands, except per share and ADS amounts)
<TABLE>
<CAPTION>


                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,              September 30,
                                                                    ----------------------     ----------------------
                                                                       2003      2002 (1)         2003      2002 (1)
                                                                    ----------  ----------     ----------  ----------

<S>                                                                 <C>         <C>            <C>         <C>
Basic earnings (loss) per share and ADS:

Basic earnings (loss) per share:
Continuing operations.............................................     $ (0.13)   $  (0.18)       $ (0.03)    $ (0.85)
Discontinued operations...........................................           -       (0.81)          0.19       (2.88)
                                                                    ----------  ----------     ----------  ----------
                                                                       $ (0.13)   $  (0.99)       $  0.16     $ (3.73)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
Basic earnings (loss) per ADS:
Continuing operations.............................................     $ (1.25)   $  (1.76)       $ (0.35)    $ (8.46)
Discontinued operations...........................................           -       (8.12)          1.96      (28.89)
                                                                    ----------  ----------     ----------  ----------
                                                                       $ (1.25)   $  (9.88)       $  1.61     $(37.35)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------

Diluted earnings (loss) per share and ADS:

Diluted earnings (loss) per share:
Continuing operations.............................................     $ (0.13)   $  (0.18)       $ (0.03)    $ (0.85)
Discontinued operations...........................................           -       (0.81)          0.19       (2.88)
                                                                    ----------  ----------     ----------  ----------
                                                                       $ (0.13)   $  (0.99)       $  0.16     $ (3.73)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
Diluted earnings (loss) per ADS:
Continuing operations.............................................     $ (1.25)   $  (1.76)       $ (0.35)    $ (8.46)
Discontinued operations...........................................           -       (8.12)          1.95      (28.89)
                                                                    ----------  ----------     ----------  ----------
                                                                       $ (1.25)   $  (9.88)       $  1.60     $(37.35)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------

<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
</FN>
</TABLE>

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


                                      5

<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                               September 30,
                                                                                     -----------------------------
                                                                                        2003 (1)        2002 (2)
                                                                                     -------------   -------------

<S>                                                                                      <C>            <C>
Net cash provided by continuing operations .......................................       $   8,866      $   23,711

Net cash used in discontinued operations .........................................            (523)        (19,980)
                                                                                     -------------   -------------
Net cash provided by operating activities ........................................           8,343           3,731
                                                                                     -------------   -------------

Cash flows from investing activities:
Payments of guarantee obligations.................................................         (10,836)              -
Purchases of held-to-maturity fixed maturity securities ..........................               -          (2,828)
Purchases of available-for-sale fixed maturity securities ........................          (8,422)         (7,209)
Proceeds from sale of available-for-sale fixed maturity securities................          20,004          93,256
Proceeds from disposal of discontinued operations.................................          15,148               -
Capital expenditures .............................................................              (4)            (23)
                                                                                     -------------   -------------
Net cash provided by investing activities ........................................          15,890          83,196
                                                                                     -------------   -------------

Cash flows from financing activities:
Insurance policyholder contract deposits .........................................               -           6,827
Insurance policyholder benefits paid .............................................          (8,630)       (110,620)
Dividends paid....................................................................               -          (2,032)
Proceeds from disposal of shares by the employee benefit trusts...................               -              43
Notes payable.....................................................................               -           2,440
Repayment of notes payable........................................................          (9,314)        (27,000)
                                                                                     -------------   -------------
Net cash used in financing activities ............................................         (17,944)       (130,342)
                                                                                     -------------   -------------

Net increase (decrease) in cash and cash equivalents .............................           6,289         (43,415)

Cash and cash equivalents at beginning of period (3) .............................          15,308          60,571
Foreign currency translation adjustment ..........................................            (212)            208
                                                                                     -------------   -------------
Cash and cash equivalents at end of period (3) ...................................      $   21,385(4)   $   17,364
                                                                                     -------------   -------------
                                                                                     -------------   -------------


<FN>
(1) Reclassifications have been made to conform with the current period presentation.
(2) Reclassifications have been made related to discontinued operations - see Note 3.
(3) Amounts reflect continuing operations only. Does not include $998 of cash held in escrow as of September 30, 2003.
(4) Includes $11,206 in the Company's insurance subsidiary which is not 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>

<TABLE>
<CAPTION>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In thousands)

                                                                                       Accumulated
                                                                                          Other
                                    Ordinary Shares    Additional            Employee    Compre-    Total
                                 --------------------   Paid-in    Retained   Benefit    hensive  Shareholders'
                                   Number    Amount     Capital    Earnings   Trusts      Loss      Equity
                                 ---------  ---------  ---------  ---------  ---------  ---------  ----------
<S>                              <C>        <C>        <C>        <C>        <C>        <C>        <C>
Balance as of
   December 31, 2002............    64,439  $   3,222  $  68,394  $  16,054  $ (63,571) $  (2,613) $  21,486

Net income......................         -          -          -      8,152          -          -      8,152
Change in net unrealized
   gains and losses on
   available-for-sale securities         -          -          -          -          -      1,896      1,896
Foreign currency translation
   adjustment...................         -          -          -          -          -        114        114
Warrants issued to bank ........         -          -        221          -          -          -        221
                                 ---------  ---------  ---------  ---------  ---------  ---------  ---------
Balance as of
   September 30, 2003...........    64,439  $   3,222  $  68,615  $  24,206  $ (63,571) $    (603) $  31,869
                                 ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                 ---------  ---------  ---------  ---------  ---------  ---------  ---------

</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         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------  ----------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------

<S>                                                                  <C>         <C>            <C>         <C>
Net income (loss).................................................   $  (6,346)  $ (50,151)     $   8,152   $(189,551)

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

Foreign currency translation adjustments, net of income
   taxes of $0....................................................          12         115            114        (388)

Change in net unrealized gains and losses related to
   continuing operations:
   Unrealized holding gains and losses on available-for-sale
     securities...................................................         (32)     (4,312)           (14)     (5,378)
   Less: reclassification adjustment for gains and losses
     included in net (income) loss................................         679         253          1,910          73
   Deferred policy acquisition cost amortization adjustments......           -           -              -        (551)

Change in net unrealized gains and losses related to
   discontinued operations:
   Change in net unrealized gains and losses on
     available-for-sale securities................................           -           -              -       5,744
   Deferred policy acquisition cost amortization adjustments......           -           -              -      (8,044)
   Deferred income taxes..........................................           -           -              -         805
   Reclassification adjustment for losses of discontinued
     operations included in net income (loss).....................           -      10,649              -      10,649
                                                                    ----------  ----------     ----------  ----------
Other comprehensive income  ......................................         659       6,705          2,010       2,910
                                                                    ----------  ----------     ----------  ----------
Comprehensive income (loss) ......................................   $  (5,687)  $ (43,446)   $    10,162   $(186,641)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------


</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
                               SEPTEMBER 30, 2003

Note 1.   Material Events

     The Company's  Ordinary  Shares are traded on the London Stock Exchange and
on the  Over-the-Counter  ("OTC")  Bulletin  Board  in the  U.S.  in the form of
American Depositary Shares ("ADSs"),  which are evidenced by American Depositary
Receipts  ("ADRs").  During the second quarter of 2002, the Company  completed a
one-for-ten reverse split of its ADSs. Each ADS represents ten Ordinary Shares.

     On July 2, 2002,  the Company  announced  that declines in the value of the
investment  portfolio of London  Pacific Life & Annuity  Company  ("LPLA"),  the
primary  insurance  company of Berkeley  Technology  Limited (the  "Company" and
together with its subsidiaries,  the "Group"), due to persistent negative events
in the equity and bond markets  continued to erode  significantly  the statutory
capital of LPLA and that the  Company  had been  unsuccessful  in  concluding  a
transaction to enhance the capital of LPLA. As a consequence,  LPLA discontinued
the issuance of new policies as of July 2, 2002.  Although the statutory capital
of the Company's Jersey insurance  subsidiary,  London Pacific Assurance Limited
("LPAL"),  had not been  affected by the adverse  equity and bond markets to the
same extent as the statutory capital of LPLA, the Company also announced on July
2, 2002 that LPAL would discontinue writing new policies effective  immediately.
The decision to discontinue  the issuance of new policies  through LPAL was made
to avoid the increased capital requirements  created by additional  policyholder
liabilities. Subsequent to this announcement and other announcements relating to
the  Company  and  LPLA,  LPAL  policy   surrenders   increased   substantially.
Approximately  79% of LPAL's $140.2  million in  policyholder  liabilities as of
June 30, 2002 had been surrendered or had matured as of September 30, 2003.

     During the third quarter of 2002, LPLA was placed under regulatory  control
and rehabilitation  based on LPLA's statutory capital and surplus as of June 30,
2002.  On August 6, 2002,  on petition of the  Commissioner  of Insurance of the
State of North  Carolina (the  "Commissioner")  with the  unanimous  approval of
LPLA's board of  directors,  the  Superior  Court of Wake County in the State of
North Carolina ordered the Commissioner to take possession and control of all of
the property, books and accounts,  documents and other records of LPLA. Based on
this court order, the Company no longer exercises control over LPLA. As a result
of this event, the Company deconsolidated LPLA and recorded a charge to earnings
in the third  quarter of 2002 of $38.5  million  for losses  resulting  from the
disposition  of  LPLA.  For  further  information,   see  Note  3  "Discontinued
Operations" below.

     On March 7, 2003,  the Group  entered into a  definitive  agreement to sell
substantially  all of the assets and operations of Berkeley  Capital  Management
("BCM"), its U.S. based asset management subsidiary.  Consequently,  the Company
deconsolidated  BCM as of March 31, 2003 and BCM's  results of  operations  were
reported  separately in the income statement under  discontinued  operations for
the first quarter of 2003.

     On May 7, 2003, the Group  completed the sale of  substantially  all of the
assets and  operations  of BCM to a company  majority-owned  by funds  under the
management  of Putnam  Lovell NBF Private  Equity.  The Group  received  initial
proceeds  of $8.06  million in cash at the  closing of the  transaction,  and an
additional  $0.08  million in cash,  representing  a purchase  price  adjustment
pursuant to the sale  agreement,  in July 2003. The Group will receive a further
$1.0 million in cash on December 31, 2003  subject to certain  adjustments.  The
Group may also receive up to $1.25 million in cash earnout payments ratably over
the four  quarters  of 2004 if  revenues  received  in 2003  from a new  product
planned for launch by BCM in 2003 exceed certain defined targets;  however,  the
Group  believes  that these  earnout  payments  are highly  unlikely  as the new
product has not yet been launched by BCM. The sale  agreement  contains  certain
customary  indemnities  given  by the  Group to the  purchaser,  such as for any
claims  related to the period prior to closing of the  transaction.  As of April
30, 2003, BCM's assets under  management were  approximately  $1.2 billion.  The
Group  recognized a book gain on sale of $7.9  million in the second  quarter of
2003. For further information, see Note 3 "Discontinued Operations" below.

                                        9
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     On May 9, 2003,  the Group entered into a definitive  agreement to sell all
of the  outstanding  stock of London Pacific  Advisory  Services,  Inc.,  London
Pacific  Securities,  Inc. and LPA  Insurance  Agency,  Inc.  together  with the
associated   assets  of  the  advisory   business  held  within  London  Pacific
Technologies,  Inc.  and LP  Advisors,  Inc.  (collectively,  "LPA"  or the "LPA
business") for total  consideration  of up to $16.2  million,  to a wholly-owned
subsidiary of SunGard Data Systems Inc. ("SunGard").  On June 5, 2003, this sale
was completed and the Group received $6.95 million in cash consideration  (which
excluded  $1.25 million held back to cover any  shortfall to the agreed  minimum
tangible net asset value of the LPA assets minus the liabilities acquired in the
transaction,  and to cover any indemnity  obligations).  In September  2003, the
Group  received  $0.06 million out of the $0.25 million  holdback after agreeing
the LPA tangible net asset value with SunGard.  The remaining  approximate  $1.0
million held will be used to cover any indemnity  obligations arising within the
18 month period following the close of the  transaction.  SunGard did not assume
LPA's  net  liability  of  $10.6  million  to  Berkeley   International  Capital
Corporation  ("BICC"),  another Group subsidiary.  The Group may receive up to a
further  $8.0  million  cash  earnout  payment  that  will be equal in amount to
one-half of the cumulative  operating profits from the LPA business in the three
year period immediately  following closing of the sale to SunGard.  This earnout
payment  will  be  paid  within   approximately  60  days  following  the  third
anniversary  of the closing of the  transaction.  There is no guarantee that the
Group will  receive  any  portion of the  earnout  payment.  The sale  agreement
contains certain customary indemnities given by the Group to the purchaser, such
as for any claims related to the period prior to closing of the transaction.  As
of May 31, 2003,  LPA's assets under  management,  consulting or  administration
were  approximately  $2.6 billion.  The Group  recognized a book gain on sale of
$3.7 million in the second quarter of 2003. For further information,  see Note 3
"Discontinued Operations" below.

     Subsequent  to the sale of the  Company's  asset  management  and financial
advisory  services  businesses,  the  Company  now  focuses  on  rebuilding  its
technology  venture capital business.  At its annual general meeting on June 12,
2003, the Company obtained  shareholder  approval to change its name from London
Pacific Group Limited back to Berkeley Technology Limited, which was the name of
the Company in 1985 when it first  became a public  company on the London  Stock
Exchange. The name change became effective on June 16, 2003.


Note 2.   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 (with the exception of LPLA, BCM and LPA as discussed above in Note
1 "Material  Events"),  the Employee  Share Option Trust  ("ESOT") and the Agent
Loyalty  Opportunity Trust ("ALOT").  Significant  subsidiaries  included in the
continuing operations of the Group and discussed in this document include London
Pacific Assurance Limited and Berkeley  International  Capital Corporation.  All
intercompany  transactions  and balances have been  eliminated in  consolidation
except  for  intercompany   transactions  between  continuing  and  discontinued
operations which are principally related to investment management fees from LPLA
(discontinued  operations) to the continuing  operations  which are disclosed in
Note 3 and Note 10 below.

     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) 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, 2002,


                                       10
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 19, 2003. The year-end
condensed balance sheet data was derived from audited  financial  statements but
does   not   include   all   disclosures   required   by  U.S.   GAAP.   Certain
reclassifications  have been made to prior quarter's amounts to conform with the
current period's  presentation.  These  reclassifications  have no effect on the
prior quarter's net income or shareholders' equity.

Use of Estimates

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

     Because of the events described above in Note 1 "Material  Events," as well
as other unknown events that may occur during the next three months, the results
for the  three  and  nine  month  periods  ended  September  30,  2003,  are not
indicative of the results to be expected for the full fiscal year.

Share Incentive Plan

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

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


                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------     ----------------------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                                (In thousands, except per
                                                                                  share and ADS amounts)

<S>                                                                  <C>         <C>            <C>         <C>
Net income (loss) as reported.....................................   $  (6,346)  $ (50,151)     $   8,152   $(189,551)
Add: Stock based employee compensation expense included in
   reported income (loss), net of related tax effects.............           -           -              -           -

Deduct: Total stock based employee compensation expense
   determined under fair value based methods for all awards,
   net of related tax effects.....................................         267(1)     (224)           (76)       (734)
                                                                    ----------  ----------     ----------  ----------

Pro forma net income (loss).......................................   $  (6,079)  $ (50,375)     $   8,076   $(190,285)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
<FN>
(1) Compensation expense was negative for the three month period ended September 30, 2003 due to the reversal of $314,000
    in compensation expense recognized in prior periods related to the forfeiture during the third quarter of 2003 of all
    of the unvested options held by LPA employees  (LPA was sold in the second quarter of 2003).
</FN>
</TABLE>

                                       11
<PAGE>


<TABLE>
<CAPTION>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------

Basic earnings (loss) per share:
<S>                                                                     <C>         <C>            <C>         <C>
As reported.......................................................      $(0.13)     $(0.99)        $ 0.16      $(3.73)
Pro forma.........................................................       (0.12)      (0.99)          0.16       (3.75)
Basic earnings (loss) per ADS:
As reported.......................................................       (1.25)      (9.88)          1.61      (37.35)
Pro forma.........................................................       (1.20)      (9.93)          1.59      (37.49)
Diluted earnings (loss) per share:
As reported.......................................................       (0.13)      (0.99)          0.16       (3.73)
Pro forma.........................................................       (0.12)      (0.99)          0.16       (3.75)
Diluted earnings (loss) per ADS:
As reported.......................................................       (1.25)      (9.88)          1.60      (37.35)
Pro forma.........................................................       (1.20)      (9.93)          1.58      (37.49)

</TABLE>


        The pro forma  disclosures  shown above were  calculated for all options
granted after December 31, 1994 using a Black-Scholes  option pricing model with
the following assumptions:
<TABLE>
<CAPTION>



                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                     2003 (1)      2002         2003 (1)      2002
                                                                    ----------  ----------     ----------  ----------
<S>                                                                 <C>         <C>            <C>         <C>
Expected dividend yield (2).......................................           -           -              -           -
Expected stock price volatility...................................           -        125%              -        125%
Risk-free interest rate...........................................           -       3.95%              -       3.95%
Weighted average expected life (in years).........................           -           5              -           5

<FN>
(1) No grants were made in the three and nine months ended September 30, 2003.

(2) The deduction to the share price was zero, as future dividends have not been assumed.
</FN>
</TABLE>


Note 3.   Discontinued Operations

London Pacific Life & Annuity Company

     As  described  above in Note 1 "Material  Events,"  the  Company,  with the
unanimous  approval of LPLA's board of  directors,  ceded control of LPLA to the
North Carolina insurance regulators on August 6, 2002. In connection  therewith,
the  Company  deconsolidated  LPLA and  recorded a charge to  earnings  of $38.5
million  during  the third  quarter  of 2002.  Although  LPLA was  placed  under
regulatory  control and  rehabilitation,  the Company will not regain control or
receive  any  benefit  from LPLA in the  future.  As such,  in  accordance  with
Statement of Financial Accounting Standard No. 144 ("SFAS 144"), "Accounting for
the  Impairment or Disposal of Long Lived  Assets," the results of operations of
LPLA (pre-rehabilitation)  have been reported in discontinued operations.  Under
SFAS  144,  the  results  of  operations  of a  discontinued  business,  and any
impairment losses related to a discontinued business, are reported separately in
the income  statement  under  discontinued  operations for the current and prior
periods.


                                       12
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        A summary of LPLA's  pre-tax  operating  results  for the three and nine
month periods ended September 30, 2002 is shown below.
<TABLE>
<CAPTION>
                                                                                     Three Months     Nine Months
                                                                                         Ended          Ended
                                                                                     September 30,   September 30,
                                                                                        2002 (1)        2002 (1)
                                                                                    --------------   -------------
                                                                                             (In thousands)
<S>                                                                                  <C>             <C>
Revenues:
Investment income before intercompany management fee expense......................     $         -     $    62,453
Intercompany management fee expense (2)...........................................               -          (3,632)
Other income......................................................................               -           4,176
Net realized and change in net unrealized investment gains and losses.............               -         (97,618)
                                                                                     -------------   -------------
Total revenues and net investment losses..........................................               -         (34,621)

Expenses:
Interest credited on insurance policyholder accounts..............................               -          56,133
Amortization of deferred policy acquisition costs.................................               -          17,145
Other expenses....................................................................               -           4,593
                                                                                     -------------   -------------
Total expenses....................................................................               -          77,871
                                                                                     -------------   -------------
Loss before income taxes .........................................................     $         -     $  (112,492)
                                                                                     -------------   -------------
                                                                                     -------------   -------------
<FN>
(1) Though the Group did not lose control of LPLA until August 6, 2002, the Group was not able to obtain LPLA's financial
    results on a U.S. GAAP basis for the period July 1, 2002 up to August 6, 2002. Therefore,  the Group's consolidated
    income statement includes LPLA's results only through June 30, 2002.

(2) Fees in the amount of $0 and $2,908 for the three and nine months ended September  30,  2002, respectively, were paid
    to and included in the revenues of the venture capital management business segment of continuing operations. The
    remaining fees were paid to the asset management business segment of discontinued operations.
</FN>
</TABLE>


     The loss on disposal of discontinued  operations,  net of tax, was recorded
in the third  quarter of 2002 and  reported in the Group's Form 10-Q as follows:
<TABLE>

                                                                                                     (In thousands)
<S>                                                                                                  <C>
Net unrealized losses on available-for-sale securities, net of
   deferred policy acquisition cost amortization adjustments and deferred income taxes...........       $   10,649
Impairment on long-lived assets (LPLA's net assets)..............................................           12,269
Write-off of doubtful receivables from LPLA......................................................           15,614
                                                                                                     -------------
                                                                                                            38,532
Income tax benefit...............................................................................                -
                                                                                                     -------------
Net loss on disposal of discontinued operations..................................................       $   38,532
                                                                                                     -------------
                                                                                                     -------------
</TABLE>

     Previously, LPLA was included in the Company's life insurance and annuities
business segment.



                                       13
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Berkeley Capital Management

     As  described  in  Note 1  "Material  Events,"  the  Group  entered  into a
definitive  agreement to sell  substantially all of the assets and operations of
BCM on March 7,  2003,  and on May 7, 2003  completed  the sale.  In  connection
therewith,  the Company deconsolidated BCM as of March 31, 2003 and BCM's assets
and liabilities  are shown as total assets of discontinued  operations and total
liabilities of discontinued  operations in the prior period consolidated balance
sheet,  in accordance  with SFAS 144. The Company does not expect to receive any
material amounts of income from its asset management  segment in the foreseeable
future.  The results of  operations  of BCM and, in addition  for the first nine
months of 2002,  the  results of Berkeley  International  Limited  ("BIL")  (the
remainder of the asset management  segment in that period) have been reported in
discontinued operations.

     A summary of BCM's pre-tax operating results  (including the results of the
remainder of the asset  management  segment for the prior  periods from BIL) for
the  three  and  nine  month  periods   ended   September  30,  2003  and  2002,
respectively,  and BCM's total assets and total  liabilities  as of December 31,
2002, are shown below.
<TABLE>
<CAPTION>

                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                                     (In thousands)
Revenues:
<S>                                                                 <C>         <C>            <C>         <C>
Asset management fees.............................................    $      -    $  1,120       $  1,364    $  3,500
Intercompany management fee income (1)............................           -           5              5         759
                                                                    ----------  ----------     ----------  ----------
Total revenues....................................................           -       1,125          1,369       4,259

Operating expenses................................................           -       1,080          1,403       3,688
                                                                    ----------  ----------     ----------  ----------
Income (loss) before income taxes.................................    $      -    $     45       $    (34)   $    571
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------

<FN>
(1) Fees were paid from and included in the net revenues of the life insurance and annuities business segment of continuing
    operations (LPAL) of $0, $5,000, $5,000 and $35,000 for the three and nine months ended September 30, 2003 and  2002,
    respectively. For the three and nine months ended September 30, 2002, these fees also include $0 and $724,000,
    respectively, received from LPLA (discontinued operations).
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                                                                      December 31,
                                                                                                          2002
                                                                                                     -------------
                                                                                                     (In thousands)
Assets of discontinued operations:
<S>                                                                                                    <C>
Cash.............................................................................................        $     401
Property and equipment, net......................................................................              125
Goodwill, net....................................................................................            1,267
Other assets.....................................................................................              209
                                                                                                     -------------
Total assets of discontinued operations..........................................................        $   2,002
                                                                                                     -------------
                                                                                                     -------------
Liabilities of discontinued operations:
Accounts payable, accruals and other liabilities.................................................        $     413
                                                                                                     -------------
Total liabilities of discontinued operations.....................................................        $     413
                                                                                                     -------------
                                                                                                     -------------
</TABLE>

                                       14
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The $7,949,000 gain on sale of discontinued  operations,  net of tax of $0,
was recorded in the second quarter of 2003 and reported in the Group's Form 10-Q
for that quarter.

     Previously,  BCM was included in the Company's  asset  management  business
segment.

London Pacific Advisors

     As  described  in  Note 1  "Material  Events,"  the  Group  entered  into a
definitive agreement to sell the LPA business on May 9, 2003 and on June 5, 2003
completed the sale. In connection therewith, the Company now reports the results
of  operations  of LPA  for  the  current  and  prior  periods  as  discontinued
operations,  and LPA's assets and liabilities  (excluding LPA's net liability to
BICC which was not part of the sale) are shown as total  assets of  discontinued
operations and total liabilities of discontinued  operations in the prior period
consolidated balance sheet, in accordance with SFAS 144.

     A summary of LPA's pre-tax  operating  results for the three and nine month
periods ended September 30, 2003 and 2002, respectively,  and LPA's total assets
and total liabilities  (excluding LPA's net liability to BICC which was not part
of the sale) as of December 31, 2002, are shown below.
<TABLE>
<CAPTION>

                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                                     (In thousands)
Revenues:
<S>                                                                 <C>         <C>            <C>         <C>
Investment income.................................................    $      -    $      4       $      4    $     14
Gross financial advisory services fees............................           -       3,766          5,820      12,583
Payments due to independent advisors..............................           -      (2,300)        (3,477)     (7,853)
                                                                    ----------  ----------     ----------  ----------
Total net revenues................................................           -       1,470          2,347       4,744

Expenses..........................................................           -       2,565          4,069       7,615
                                                                    ----------  ----------     ----------  ----------
Loss before income taxes..........................................   $       -    $ (1,095)      $ (1,722)   $ (2,871)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------

</TABLE>
<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                                                                          2002
                                                                                                     -------------
                                                                                                     (In thousands)
Assets of discontinued operations:
<S>                                                                                                   <C>
Cash and investments.............................................................................       $      566
Property and equipment, net......................................................................            2,986
Goodwill, net....................................................................................            1,301
Other assets.....................................................................................            1,535
                                                                                                     -------------
Total assets of discontinued operations..........................................................       $    6,388
                                                                                                     -------------
                                                                                                     -------------
Liabilities of discontinued operations:
Accounts payable, accruals and other liabilities.................................................       $    2,141
                                                                                                     -------------
Total liabilities of discontinued operations.....................................................       $    2,141
                                                                                                     -------------
                                                                                                     -------------
</TABLE>

                                       15
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     The $3,772,000 gain on sale of discontinued operations,  and tax expense on
the gain of $36,000, were recorded in the second quarter of 2003 and reported in
the Group's Form 10-Q for that quarter.

     Previously,  LPA was included in the Company's  financial advisory services
business segment.

     SunGard did not assume LPA's net liability of $10.6 million to BICC.


Note 4.   Earnings Per Share and ADS

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

     The Company has also issued Ordinary Share warrants to the Bank of Scotland
in connection with the Company's bank facility (now terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the weighted  average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury  Stock  Method."  As the  Company  recorded a net loss for both of the
three month  periods ended  September 30, 2003 and 2002,  and for the nine month
period ended September 30, 2002, the  calculations of diluted earnings per share
for these periods do not include potentially dilutive employee share options and
warrants  issued  to the Bank of  Scotland  as they are  anti-dilutive  and,  if
included,  would have resulted in a reduction of the net loss per share.  If the
Company  had  reported  net income  for both of the three  month  periods  ended
September 30, 2003 and 2002,  and for the nine month period ended  September 30,
2002,  there  would  have been an  additional  609,629,  0 and  431,334  shares,
respectively,  included in the  calculations  of diluted  earnings per share for
these periods.



                                       16
<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 per share calculations is as follows:
<TABLE>
<CAPTION>

                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                              (In thousands, except share,
                                                                               per share and ADS amounts)

<S>                                                                  <C>         <C>            <C>         <C>
Loss from continuing operations...................................   $  (6,346)  $  (8,952)     $  (1,775)  $ (42,961)
Income (loss) on discontinued operations..........................           -     (41,199)         9,927    (146,590)
                                                                    ----------  ----------     ----------  ----------
Net income (loss).................................................   $  (6,346)  $ (50,151)     $   8,152   $(189,551)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------

Basic earnings (loss) per share and ADS:
Weighted average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........  50,754,192  50,754,192     50,754,192  50,754,192
                                                                    ----------  ----------     ----------  ----------
Basic earnings (loss) per share:
Continuing operations.............................................   $   (0.13)  $   (0.18)     $   (0.03)  $   (0.85)
Discontinued operations...........................................           -       (0.81)          0.19       (2.88)
                                                                    ----------  ----------     ----------  ----------
                                                                     $   (0.13)  $   (0.99)     $    0.16   $   (3.73)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
Basic earnings (loss) per ADS:
Continuing operations.............................................   $   (1.25)  $   (1.76)     $   (0.35)  $   (8.46)
Discontinued operations...........................................           -       (8.12)          1.96      (28.89)
                                                                    ----------  ----------     ----------  ----------
                                                                     $   (1.25)  $   (9.88)     $    1.61   $  (37.35)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------

Diluted earnings (loss) per share and ADS:
Weighted average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........  50,754,192  50,754,192     50,754,192  50,754,192
Effect of dilutive securities (warrants and employee share
   options).......................................................           -           -        339,342           -
                                                                    ----------  ----------     ----------  ----------
Weighted average number of Ordinary Shares used in
   diluted earnings per share calculations........................  50,754,192  50,754,192     51,093,534  50,754,192
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
Diluted earnings (loss) per share:
Continuing operations.............................................   $   (0.13)  $   (0.18)     $   (0.03)  $   (0.85)
Discontinued operations...........................................           -       (0.81)          0.19       (2.88)
                                                                    ----------  ----------     ----------  ----------
                                                                     $   (0.13)  $   (0.99)     $    0.16   $   (3.73)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
Diluted earnings (loss) per ADS:
Continuing operations.............................................   $   (1.25)  $   (1.76)     $   (0.35)  $   (8.46)
Discontinued operations...........................................           -       (8.12)          1.95      (28.89)
                                                                    ----------  ----------     ----------  ----------
                                                                     $   (1.25)  $   (9.88)     $    1.60   $  (37.35)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
</TABLE>

                                       17
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5.   Investments

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

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

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

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

     When a quoted market price is available for a security, the Group uses this
price  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 appropriate valuation methodologies.

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

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

Fixed Maturity Securities

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


                                             September 30, 2003                             December 31, 2002
                                -------------------------------------------     ------------------------------------------
                                              Gross      Gross    Estimated                  Gross      Gross    Estimated
                                Amortized  Unrealized Unrealized     Fair       Amortized Unrealized Unrealized    Fair
                                   Cost       Gains     Losses      Value          Cost       Gains    Losses      Value
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
                                                                     (In thousands)
<S>                             <C>         <C>        <C>        <C>           <C>        <C>        <C>        <C>
Available-for-Sale:
Non-U.S. corporate
  debt securities..........     $   12,882  $      18  $     (68) $  12,832     $  12,709  $     115  $      (9) $  12,815
Corporate debt securities .          6,567         52         (2)     6,617        17,772         90       (342)    17,520
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
Total fixed maturity securities $   19,449  $      70  $     (70) $  19,449     $  30,481  $     205  $    (351) $  30,335
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
</TABLE>


                                       18
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Equity Securities

     Equity   securities  are  comprised  of   available-for-sale   and  trading
securities. An analysis of equity securities is as follows:
<TABLE>
<CAPTION>
                                             September 30, 2003                             December 31, 2002
                                -------------------------------------------     ------------------------------------------
                                              Gross     Gross     Estimated                  Gross      Gross    Estimated
                                           Unrealized Unrealized    Fair                  Unrealized Unrealized     Fair
                                   Cost       Gains     Losses      Value         Cost       Gains     Losses      Value
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
                                                                 (In thousands)
<S>                             <C>         <C>        <C>        <C>           <C>        <C>        <C>        <C>
Private corporate equity
  securities...............     $    5,106  $       -  $       -  $   5,106     $   8,980  $       -  $  (1,750) $   7,230
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------

Total available-for-sale
  equity securities........          5,106          -          -      5,106         8,980          -     (1,750)     7,230

Trading securities.........          4,721      8,170       (223)    12,668        26,785      5,236    (15,516)    16,505
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
Total equity securities....     $    9,827  $   8,170   $   (223) $  17,774     $  35,765  $   5,236  $ (17,266) $  23,735
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
                                ----------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
</TABLE>

     Trading securities are carried at fair value with changes in net unrealized
gains and losses of $(4,213,000),  $(5,403,000),  $18,226,000 and  $(31,276,000)
included  in the income and  losses for the three and nine month  periods  ended
September 30, 2003 and 2002, respectively.

Investment Concentration and Risk

     As of September 30, 2003,  equity  securities held by the Group included an
investment in Packeteer,  Inc. of $12.1 million, which represented more than ten
percent of shareholders' equity as of that date.

     As of  September  30,  2003,  100% of the  Group's  $19.4  million in fixed
maturity  securities,  99% of the  Group's  $5.1  million in  available-for-sale
private  equity  securities,  and 77% of the  Group's  $12.7  million in trading
securities were owned by the Company's  Jersey based life insurance  subsidiary,
LPAL. LPAL is a regulated insurance company,  and as such it must meet stringent
capital adequacy  requirements and no distributions  may be made from it without
the consent of LPAL's independent actuary.  LPAL'S INVESTMENTS ARE THEREFORE NOT
AVAILABLE  TO FUND THE  OPERATIONS  OR  COMMITMENTS  OF THE COMPANY OR ITS OTHER
SUBSIDIARIES.

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

     Net  unrealized   losses  on  fixed  maturity   securities   classified  as
available-for-sale as of September 30, 2003 and December 31, 2002 totaled $0 and
$146,000,  respectively.  There were no related deferred policy acquisition cost
adjustments or income taxes.

     Net unrealized losses on equity securities classified as available-for-sale
as of  September  30,  2003 and  December  31, 2002  totaled $0 and  $1,750,000,
respectively. There were no related income taxes.




                                       19
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Changes in net unrealized gains and losses on available-for-sale securities
included in other  comprehensive  income for the period ended September 30, 2003
were as follows:
<TABLE>
<CAPTION>

                                                                                    Net Unrealized Gains (Losses)
                                                                                -------------------------------------
                                                                                  Fixed
                                                                                 Maturity     Equity
                                                                                Securities  Securities     Total
                                                                                ----------  ----------  ------------
                                                                                           (In thousands)

<S>                                                                             <C>         <C>         <C>
Net unrealized losses on available-for-sale securities as of
   December 31, 2002.........................................................     $   (146)   $ (1,750)   $ (1,896)

Changes during the nine month period ended September 30, 2003 for
   continuing operations:
   Unrealized holding gains and losses on available-for-sale securities......          (14)          -         (14)
   Reclassification adjustment for gains and losses included in net income...          160       1,750       1,910
                                                                                ----------  ----------  ----------
Net unrealized gains and losses on available-for-sale securities as of
   September 30, 2003........................................................     $      -    $      -    $      -
                                                                                ----------  ----------  ----------
                                                                                ----------  ----------  ----------
</TABLE>

Realized Gains and Losses

     Information  about gross and net  realized  gains and losses on  securities
transactions is as follows:
<TABLE>
<CAPTION>

                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                        2003        2002          2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                                      (In thousands)
<S>                                                                 <C>         <C>            <C>         <C>
Realized gains (losses) on securities transactions:
Fixed maturities, available-for-sale:
    Gross gains...................................................   $       -   $   1,767      $      43   $   1,770
    Gross losses..................................................           -      (1,858)          (286)     (4,679)
                                                                    ----------  ----------     ----------  ----------
Net realized losses on fixed maturities, available-for-sale.......           -         (91)          (243)     (2,909)
                                                                    ----------  ----------     ----------  ----------
Fixed maturities, held-to-maturity:
    Gross losses..................................................           -      (1,190)             -      (1,701)
                                                                    ----------  ----------     ----------  ----------
Equity securities, trading:
    Gross gains...................................................         485           -          4,363       3,841
    Gross losses..................................................           -        (784)       (15,237)       (851)
                                                                    ----------  ----------     ----------  ----------
Net realized gains (losses) on equity securities, trading.........         485        (784)       (10,874)      2,990
                                                                    ----------  ----------     ----------  ----------
Equity securities, available-for-sale:
    Gross losses..................................................      (1,324)          -         (3,871)       (120)
                                                                    ----------  ----------     ----------  ----------
Net realized investment losses on securities transactions.........   $    (839)  $  (2,065)     $ (14,988)  $  (1,740)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
</TABLE>

     During the three  month  period  ended  September  30,  2003,  the  Group's
management   determined  that  two  private  equity  investments  in  technology
companies  were   other-than-temporarily   impaired  and  consequently  recorded
realized  losses totaling $1.3 million in the unaudited  condensed  consolidated
statements of income.



                                       20
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     During  the nine  month  period  ended  September  30,  2003,  the  Group's
management  determined  that three  private  equity  investments  in  technology
companies  were   other-than-temporarily   impaired  and  consequently  recorded
realized  losses totaling $3.9 million in the unaudited  condensed  consolidated
statements of income.


Note 6.    Cash Held in Escrow

     Cash held in escrow as of September 30, 2003 consisted of the proceeds from
the sale of LPA on June 5,  2003.  Funds  are due to be  released  with  accrued
interest in December 2004, less any amounts related to  indemnification  matters
as set out in the sale agreement.


Note 7.    Other Assets

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

                                                                                     September 30,    December 31,
                                                                                         2003            2002
                                                                                     -------------   -------------
                                                                                              (In thousands)

<S>                                                                                  <C>             <C>
Property, equipment and leasehold improvements, net...............................     $       145     $       190
Prepayments.......................................................................             159             756
Receivables:
   Income tax refund receivable...................................................               -              61
   Fee income receivable..........................................................              22               -
   Allowance for doubtful accounts................................................              (7)              -
   Other receivables (1)..........................................................           1,018              42
   Due from brokers...............................................................               -             472
Other assets......................................................................               -              28
                                                                                     -------------   -------------
Total other assets................................................................     $     1,337     $     1,549
                                                                                     -------------   -------------
                                                                                     -------------   -------------
<FN>
(1)      Includes $1.0 million holdback related to the sale of BCM.
</FN>
</TABLE>


Note 8.    Notes Payable

     On December  20, 2002,  the Company and the Bank of Scotland  agreed to the
terms and  conditions  of an  amended  credit  facility,  providing  up to $23.0
million of  borrowings.  The facility limit was to be reduced at the end of each
calendar quarter,  such that the facility was to be repaid in full no later than
December 31, 2003.

     As of December 31, 2002, $9.3 million was  outstanding  under the facility.
In addition, $10.6 million of the remaining $10.7 million under the facility was
utilized in the form of guarantees provided on behalf of certain former investee
companies. As the Group's management believed that it would be unlikely that the
former  investee  companies  would  have  the  ability  to  repay  any of  their
borrowings during 2003, the Company recorded the maximum guarantee obligation of
$10.6  million at December 31, 2002 on its  consolidated  balance sheet and took
other-than-temporary  impairment  losses  on  the  related  investments  in  its
consolidated  income  statement for 2002.  During  February 2003, the Group sold
certain of its listed equity  securities  for $4.7 million and the proceeds were
used to reduce the Group's  borrowings to $4.4 million and the facility to $15.0
million.


                                       21
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     As  discussed  in Note 1  "Material  Events,"  on May 7,  2003,  the  Group
completed the sale of BCM and received  initial sale proceeds of $8.06  million.
On May 8, 2003,  the Company  paid $7.75  million to the Bank of Scotland  which
reduced the Group's  borrowings  to zero and the amounts due under its guarantee
obligations to $7.25 million.

     As  discussed  in Note 1  "Material  Events,"  on June 5,  2003,  the Group
completed the sale of LPA and received  initial sale proceeds of $6.95  million.
On that same date,  the Company paid $6.95 million to the Bank of Scotland which
reduced the amounts due under its guarantee obligations to $0.3 million. On June
20, 2003,  using its existing cash  resources,  the Company paid $0.3 million to
the Bank of Scotland and the facility was reduced to zero and terminated.


Note 9.  Commitments and Contingencies

     In the course of the  administration of LPLA in  rehabilitation,  the North
Carolina Department of Insurance ("NCDOI") requested information  concerning the
history of a limited number of investments in securities of portfolio  companies
during November 2002. These portfolio investments have been associated with LPLA
for more than seven years, and involve  intercompany  transfers.  The history of
their investment  performance and ownership is complex. The Company has complied
with  these  requests.  The  Company  is not able at this time to  predict  what
conclusions the NCDOI will reach after evaluation of this information.

     The Group is involved in various legal  proceedings,  including  claims for
damages from LPA clients of a nature the Group  considers to be normal for LPA's
business.  The Group believes the ultimate settlement or other resolution of the
claims will not materially affect its consolidated  financial position,  results
of operations or cash flows.

     In October 2003,  the California  Franchise Tax Board ("FTB")  notified the
Group of proposed  income tax  assessments  totaling  $2.3 million plus interest
related to the Group's  1998 and 1999 tax returns.  The Group  intends to file a
protest with the FTB prior to the  deadline of December  15,  2003.  The Group's
management  believes,  after consultation with its tax and legal advisors,  that
the actual income tax liability owed will not have a material  adverse impact on
the Group's financial position, results of operations or cash flows.

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 September 30, 2003.

     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

                                       22
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the  indemnified  party  as  a  result  of  the  Company's   activities.   These
indemnification   provisions  sometimes  include  indemnifications  relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes  the  estimated  fair value of these  agreements  is  minimal.
Accordingly,  the Company has no liabilities recorded for these agreements as of
September 30, 2003.


Note 10.   Business Segment and Geographical Information

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

     Due to the sales of BCM and LPA in 2003 (see Note 1 "Material Events"), the
Company's asset management and financial  advisory segments have been classified
as  discontinued  operations  as of December 31, 2002 and for the three and nine
month periods ended  September 30, 2003 and 2002.  Due to the loss of control of
LPLA in 2002 (see also Note 1 "Material  Events"),  the results of operations of
LPLA for the three and nine month  periods  ended  September  30, 2002 have been
included in discontinued operations.

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

     During  the nine month  periods  ended  September  30,  2003 and 2002,  the
venture capital management segment generated portfolio management fees from LPLA
(discontinued  operations) of $0 and $2,908,000,  respectively.  These portfolio
management  fees are included in the revenues of continuing  operations and have
not  been  eliminated  in  the  unaudited   condensed   consolidated   financial
statements.

     The venture capital  management  segment  recorded net realized  investment
losses in the amount of $31,368,000 during the first nine months of 2002 related
to intersegmental  investment sales to the life insurance and annuities segment.
These  net   realized   investment   losses  were  offset  by  a   corresponding
reclassification adjustment in unrealized investment gains and losses on trading
securities for the same amount.  These gains and losses have been  eliminated in
the Company's unaudited condensed consolidated financial statements.

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

                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                                     (In thousands)

<S>                                                                 <C>         <C>            <C>         <C>
Jersey............................................................   $  (3,624)  $    (669)     $     907   $  (8,086)
Guernsey..........................................................      (1,001)     (4,299)         3,794     (17,802)
United States.....................................................           8          71             35       2,894
                                                                    ----------  ----------     ----------  ----------
Consolidated revenues and net investment gains (losses)
    from continuing operations....................................   $  (4,617)  $  (4,897)     $   4,736   $ (22,994)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
</TABLE>

                                       23
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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


                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                                      (In thousands)
Revenues:
<S>                                                                 <C>         <C>            <C>         <C>
Life insurance and annuities (1)..................................    $ (3,628)   $    334       $  1,148    $ (5,851)
Venture capital management (2) ...................................      (1,002)     (5,352)         3,546     (17,669)
                                                                    ----------  ----------     ----------  ----------
                                                                        (4,630)     (5,018)         4,694     (23,520)
Reconciliation of segment amounts to consolidated amounts:
Interest income ..................................................          13         121             42         526
                                                                    ----------  ----------     ----------  ----------
Consolidated revenues and net investment gains (losses)
    for continuing operations.....................................    $ (4,617)   $ (4,897)      $  4,736    $(22,994)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------

Income (loss) from continuing operations before income taxes:
Life insurance and annuities (1)..................................    $ (4,329)   $ (3,125)      $ (1,082)   $(15,212)
Venture capital management (2) ...................................      (1,345)     (6,035)         2,723     (20,964)
                                                                    ----------  ----------     ----------  ----------
                                                                        (5,674)     (9,160)         1,641     (36,176)
Reconciliation of segment amounts to consolidated amounts:
Interest income...................................................          13         121             42         526
Corporate expenses................................................        (688)     (1,459)        (2,773)     (4,989)
Interest expense .................................................           -        (252)          (676)       (807)
                                                                    ----------  ----------     ----------------------
Consolidated loss from continuing operations before
    income taxes .................................................    $ (6,349)   $(10,750)      $ (1,766)   $(41,446)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
<FN>
(1)  Netted against the revenues (investment income) of the life insurance and annuities segment are management fees paid
     to BCM (discontinued operations) of $0 and $5,000 in the third quarters of 2003 and 2002, respectively, and $5,000
     and $35,000 in the first nine months of 2003 and 2002, respectively.

(2)  Included in the revenues of  the venture  capital  management  segment are  management fees from LPLA  (discontinued
     operations) of $0 for both of the third quarters of 2003 and 2002, and $0 and $2,908,000 in the first nine months of
     2003 and 2002, respectively.
</FN>
</TABLE>

     During  the first  nine  months  of 2003,  assets  in the  venture  capital
management  segment  decreased by  $4,712,000  from  $7,710,000  to  $2,998,000,
primarily due to the sale of $5,971,000 of trading securities,  partially offset
by an increase in  unrealized  gains on the remaining  listed equity  securities
held in the trading account.


                                       24
<PAGE>






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

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

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated  financial statements,  and the notes thereto, and the December 31,
2002 audited consolidated financial statements,  and the notes thereto, included
in our recent Annual Report on Form 10-K. 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 forecast in such  forward-looking
statements. We undertake no obligation to update any forward-looking statements,
whether as a result of new information, future developments or otherwise.

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


                                       25
<PAGE>





RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Life Insurance and Annuities

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

                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                       2003        2002           2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                                      (In thousands)
Revenues:
<S>                                                                 <C>         <C>            <C>         <C>
Investment income.................................................   $     420   $   1,243      $   1,450   $   5,436
Insurance policy charges .........................................           2       1,207              6       1,152
Net realized investment losses....................................      (1,313)    (65,586)       (37,486)    (73,512)
Change in net unrealized investment gains and losses on
    trading securities ...........................................      (2,737)     63,470         37,178      61,073
                                                                    ----------  ----------     ----------  ----------
Total revenues and net investment gains (losses)..................      (3,628)        334          1,148      (5,851)

Expenses:
Amounts credited on insurance policyholder accounts ..............         463       1,423          1,509       5,495
Amortization of deferred policy acquisition costs.................           -       1,689              -       2,952
General and administrative expenses ..............................         238         347            721         914
                                                                    ----------  ----------     ----------  ----------
Total expenses related to operations..............................         701       3,459          2,230       9,361
                                                                    ----------  ----------     ----------  ----------
Loss from continuing operations before income taxes ..............   $  (4,329)  $  (3,125)     $  (1,082)  $ (15,212)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
</TABLE>

     As  previously  disclosed  in our 2002 Annual  Report on Form 10-K,  during
2002, our primary insurance  company,  LPLA, was placed under regulatory control
and rehabilitation  based on LPLA's statutory capital and surplus as of June 30,
2002.  On August 6, 2002,  on petition of the  Commissioner  with the consent of
LPLA and  unanimous  approval of its board of directors,  the Superior  Court of
Wake  County in the State of North  Carolina  ordered the  Commissioner  to take
possession and control of all of the property, books and accounts, documents and
other records of LPLA.  As a result of this event,  we  deconsolidated  LPLA and
recorded a charge to earnings in 2002 of $38.5 million for losses resulting from
this disposition.

        For  further  discussion,  see the  "Liquidity  and  Capital  Resources"
section below and Note 3  "Discontinued  Operations" to the Unaudited  condensed
Consolidated Financial Statements in Part I, Item 1.

     On July 2, 2002, we announced that further  declines in the value of LPLA's
investment  portfolio,  due to persistent negative events in the equity and bond
markets, continued to erode significantly the statutory capital of LPLA and that
we were unsuccessful in concluding a transaction to enhance the capital of LPLA.
As a consequence,  LPLA  discontinued the issuance of new policies as of July 2,
2002. Although the statutory capital of our Jersey insurance  subsidiary,  LPAL,
was not  affected by the adverse  equity and bond  markets to the same extent as
the statutory capital of LPLA, we also announced on July 2, 2002 that LPAL would
discontinue  writing  new  policies  effective  immediately.   The  decision  to
discontinue  the  issuance of new  policies  through  LPAL was made to avoid the
increased capital requirements created by additional  policyholder  liabilities.
Subsequent to this announcement and other announcements  relating to the Company
and LPLA, LPAL policy surrenders increased  substantially.  Approximately 79% of
LPAL's policyholder  liabilities as of June 30, 2002 had been surrendered or had
matured as of September 30, 2003.

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

                                       26
<PAGE>


Third quarter of 2003 compared to third quarter of 2002

     In the third quarter of 2003,  LPAL  contributed a loss before income taxes
of $4.3  million to our overall  loss before  income  taxes,  compared to a loss
before income taxes of $3.1 million in the third  quarter of 2002.  Net realized
investment  losses in the third  quarter of 2003 were $1.3  million  compared to
$65.6  million  in the third  quarter  of 2002.  The loss from the change in net
unrealized  investment gains and losses was $2.7 million in the third quarter of
2003,  compared to a gain of $63.5  million in the third quarter of 2002. In the
third quarter of 2003, the negative spread between investment income and amounts
credited to  policyholders  improved by $0.1 million;  policy  surrender  charge
income  decreased by $1.2 million;  amortization of deferred policy  acquisition
costs ("DPAC") decreased by $1.7 million with the write-off of the DPAC asset in
2002; and general and administrative expenses decreased by $0.1 million, each as
compared to the third quarter of 2002.

     LPAL did not generate any  premiums  during the third  quarters of 2003 and
2002. LPAL discontinued  selling new policies on July 2, 2002 as a result of the
events described above.

     Interest and dividend  income on investments  was $0.4 million in the third
quarter of 2003,  compared with $1.2 million in the third quarter of 2002.  This
$0.8 million  decrease  was due  primarily to a decline in the level of invested
bonds and cash,  consistent with the decline in policyholder  liabilities  which
began in the third quarter of 2002.

     During the third  quarter  of 2003,  $5.6  million  of the $6.7  million in
proceeds  from  bond  maturities  were  used  to  meet  policy   maturities  and
redemptions.  Following this reduction in bond investments, and further expected
bond  realizations and maturities  required to meet policy maturities during the
remaining  three  months of 2003,  interest  income is  expected  to  decline to
approximately $1.6 million for the full year 2003.

     Policyholder  liabilities  as of September  30, 2003 were $29.3  million of
which $3.3 million is scheduled to mature during the  remaining  three months of
2003.  These  maturities  are  expected  to be met by a  combination  of cash of
approximately  $11.2  million  held at the  beginning  of October  2003 and bond
maturities of  approximately  $4.4 million during the remaining  three months of
2003. Excess cash will be reinvested in bonds to meet future policy  redemptions
and  expenses  as  appropriate.   If  there  are  no  significant   redemptions,
policyholder  liabilities are projected to be approximately $26.4 million at the
end of 2003.  Assuming  the  reinvestment  of excess  cash in bonds,  investment
income should approximately equal the amount credited to policies, and operating
expenses are expected to be  approximately  $1.0 million for the full year 2003.
Net unrealized  investment gains on LPAL's listed equity securities increased by
$4.1 million during the month of October 2003.

        Net investment losses totaled $4.0 million in the third quarter of 2003,
compared to net investment  losses of $2.1 million in the third quarter of 2002.
Net  investment  losses  in the third  quarter  of 2003  were  comprised  of net
realized  investment  losses of $1.3 million and $2.7 million of losses from the
change in net realized gains and losses on the listed equity  securities held in
the trading portfolio.  The trading portfolio decreased from $12.5 million as of
June 30, 2003 to $9.7 million as of September  30, 2003  principally  due to the
decline in market value of our  investment  in  Packeteer.  The realized  losses
comprised  an  other-than-temporary  impairment  charge  on one  private  equity
security holding in our available-for-sale investment portfolio.

     Total  invested  assets  (defined as total assets  excluding DPAC and other
assets)  decreased to $46.3 million as of September 30, 2003,  compared to $55.0
million as of June 30,  2003  primarily  due to a  decrease  in the value of the
trading  portfolio and the bond  maturities  discussed  above.  On total average
invested assets in the third quarter of 2003, the average annualized net return,
including both realized and unrealized  investment gains and losses, was -29.3%,
compared with -1.8% in the third quarter of 2002.

     Policy  surrender charge income decreased to $2,000 in the third quarter of
2003,  from  $1.2  million  in the  third  quarter  of 2002.  Policy  surrenders
decreased  significantly  during  2003  due to the  high  volume  of  surrenders
resulting from the events in 2002 as described above.

     Amounts credited on policyholder  accounts decreased by $0.9 million in the
third quarter of 2003 to $0.5  million,  compared with $1.4 million in the third
quarter of 2002. This decrease was due primarily to substantial



                                       27
<PAGE>


increases in  policyholder  surrenders  during the second half of 2002  combined
with policy  maturities  in the second and third  quarters of 2003.  The average
rate credited to policyholders  was 5.8% in the third quarter of 2003,  compared
with 5.6% in the third quarter of 2002.

     There  was no DPAC  amortization  in the third  quarter  of 2003 due to the
acceleration  of DPAC  amortization  to fully write-off DPAC as of September 30,
2002.  The  reasons for the  write-off  in 2002 were the  discontinuance  of new
business at the  beginning of the third quarter of 2002 and the lack of interest
spread on the remaining block of business.

     General  and  administrative  expenses  decreased  by $0.1  million to $0.2
million in the third  quarter of 2003,  compared  with the third quarter of 2002
due to decreases in staff compensation, back office and marketing expenses.

First nine months of 2003 compared to first nine months of 2002

     In the first nine months of 2003,  LPAL  contributed  a loss before  income
taxes of $1.1 million to our overall  income before income taxes,  compared to a
loss before income taxes of $15.2 million in the first nine months of 2002.  Net
realized  investment  losses in the first nine months of 2003 were $37.5 million
compared to $73.5  million in the first nine  months of 2002.  The gain from the
change in net  unrealized  investment  gains and losses was $37.2 million in the
first nine months of 2003, compared to $61.1 million in the first nine months of
2002. In the first nine months of 2003, the spread between investment income and
amounts credited to policyholders  remained flat; policy surrender charge income
decreased by $1.2 million;  amortization  of DPAC decreased by $3.0 million with
the write-off of the DPAC asset in 2002; and general and administrative expenses
decreased by $0.2 million, each as compared to the first nine months of 2002.

     LPAL did not generate  any  premiums  during the first nine months of 2003,
compared to $6.5 million of premiums  during the first nine months of 2002. LPAL
discontinued  selling  new  policies  on July 2, 2002 as a result of the  events
described above.

     Interest and dividend  income on investments  was $1.5 million in the first
nine  months of 2003,  compared  with $5.4  million in the first nine  months of
2002. This $3.9 million  decrease was due primarily to a decline in the level of
invested bonds and cash, consistent with the decline in policyholder liabilities
which began in the third quarter of 2002.

        Net  investment  losses totaled $0.3 million in the first nine months of
2003,  compared  to net  investment  losses of $12.4  million  in the first nine
months of 2002.  Net  investment  losses in the first  nine  months of 2003 were
comprised of net realized  investment  losses of $37.5 million and $37.2 million
in gains from the change in net realized  gains and losses on the listed  equity
securities held in the trading portfolio.  The trading portfolio  increased from
$8.9 million as of December  31, 2002 to $9.7 million as of September  30, 2003.
LPAL sold certain trading  positions during the first nine months of 2003, which
resulted in net realized losses of $20.8 million based on an aggregate  original
cost of $23.7  million and one of LPAL's  trading  positions  was  acquired by a
larger  listed  company,  in exchange for $0.6 million of stock in the acquiring
company, which resulted in a realized loss of $12.8 million based on an original
cost of $13.4 million. These disposals represented shares held in companies that
had completed  initial  public  offerings of their  securities.  These  realized
losses were increased by  other-than-temporary  impairment charges totaling $3.9
million  on two  private  equity  security  holdings  in our  available-for-sale
investment portfolio.

     Total invested assets  decreased to $46.3 million as of September 30, 2003,
compared to $51.6  million as of December 31, 2002  primarily  due to bond sales
and maturities during the period, partly offset by increases in the value of the
trading portfolio.  On total average invested assets in the first nine months of
2003, the average annualized net return,  including both realized and unrealized
investment  gains and  losses,  was 3.0%  compared  with -6.6% in the first nine
months of 2002.

     Policy surrender charge income decreased to $6,000 in the first nine months
of 2003, from $1.2 million in the first nine months of 2002.  Policy  surrenders
decreased  significantly  during 2003 after the high volume of surrenders during
the second half of 2002.


                                       28
<PAGE>

     Amounts credited on policyholder  accounts decreased by $4.0 million in the
first nine months of 2003 to $1.5  million,  compared  with $5.5  million in the
first nine  months of 2002.  This  decrease  was due  primarily  to  substantial
increases in  policyholder  surrenders  during the second half of 2002  combined
with policy  maturities  in the second and third  quarters of 2003.  The average
rate  credited  to  policyholders  was 5.9% in the  first  nine  months of 2003,
compared with 6.2% in the first nine months of 2002.

     There was no DPAC amortization in the first nine months of 2003, due to the
acceleration  of DPAC  amortization  to fully write-off DPAC as of September 30,
2002, as explained above.

     General  and  administrative  expenses  decreased  by $0.2  million to $0.7
million in the first nine months of 2003, compared with the first nine months of
2002 due to decreases in staff compensation, marketing and back office expenses.

Venture Capital Management

     Certain  information  regarding our venture  capital  management  segment's
results of operations is as follows:
<TABLE>
<CAPTION>
                                                                      Three Months Ended         Nine Months Ended
                                                                         September 30,             September 30,
                                                                    ----------------------     ----------------------
                                                                        2003        2002        2003        2002
                                                                    ----------  ----------     ----------  ----------
                                                                                     (In thousands)
Revenues:
<S>                                                                 <C>         <C>            <C>         <C>
Management fees...................................................   $       -   $       -      $       -   $   2,908
Net realized investment gains (losses) (1)........................         473      (1,190)        (2,626)    (33,188)
Change in net unrealized investment gains and losses on
    trading securities (1)........................................      (1,475)     (4,162)         6,172      12,611
                                                                    ----------  ----------     ----------  ----------
Total revenues and net investment gains (losses)..................      (1,002)     (5,352)         3,546     (17,669)
Operating expenses................................................         343         683            823       3,295
                                                                    ----------  ----------     ----------  ----------
Income (loss) before income taxes.................................   $  (1,345)  $  (6,035)     $   2,723   $ (20,964)
                                                                    ----------  ----------     ----------  ----------
                                                                    ----------  ----------     ----------  ----------
<FN>
(1) Net  realized  investment losses in the amounts of $0 and $31,368,000  were  recorded  in the first  quarters  of
    2003 and 2002, respectively,  by the venture capital  management  segment, related to intersegmental investment
    sales to the life insurance and annuities segment. These net realized investment losses were offset by a corresponding
    reclassification adjustment in unrealized investment  gains and losses on  trading  securities  for the same  amount.
    These gains and losses  have been eliminated in our unaudited condensed consolidated financial statements.
</FN>
</TABLE>

Third quarter of 2003 compared to third quarter of 2002

     In the third  quarter  of 2003,  the  venture  capital  management  segment
realized a loss before income taxes of $1.3  million,  compared to a loss before
income  taxes of $6.0  million in the third  quarter of 2002.  These losses were
attributable  primarily  to net  realized and  unrealized  investment  gains and
losses on listed equity securities.  These positions in listed equity securities
resulted from privately held technology companies,  in which the venture capital
management  segment had an equity interest,  completing initial public offerings
or being acquired by publicly traded companies in stock-for-stock acquisitions.

     The change in net unrealized  gains and losses in the listed equity trading
portfolio  during the third  quarter of 2003 was a loss of $1.5  million and net
realized  gains were $0.5 million.  The trading  portfolio  decreased  from $4.6
million as of June 30, 2003 to $3.0  million as of September  30, 2003.  We sold
certain trading  positions  during the third quarter of 2003,  which resulted in
net realized  gains of $0.5 million based on an aggregate  original cost of $0.2
million.  These realized gains were partially offset by an  other-than-temporary
impairment write-down of $12,000 on a private equity investment.


                                       29
<PAGE>


     We expect  significant  fluctuations in net unrealized  gains and losses in
the listed equity  trading  portfolio in future  periods,  reflecting  continued
equity market volatility, especially in the technology sector.

     Operating  expenses  in the third  quarter of 2003  totaled  $0.3  million,
compared  to $0.7  million  in the third  quarter  of 2002.  This  decrease  was
attributable  primarily  to lower  staff  costs,  reflecting  the  reduction  in
business and staffing during the second half of 2002.

     BICC is seeking to redevelop its venture capital business.  BICC's business
relationships  are extensive among Silicon Valley companies  seeking later stage
capital and in the investor  community  globally.  The venture capital  industry
continues to face a difficult  environment  in 2003.  The operating  results for
this business  segment,  and for the Group as a whole, for the fourth quarter of
2003 and for 2004 will be largely  driven by portfolio  performance in uncertain
market conditions.

First nine months of 2003 compared to first nine months of 2002

     In the first nine months of 2003, the venture  capital  management  segment
contributed  income  before  income  taxes of $2.7  million,  compared to a loss
before  income  taxes of $21.0  million  in the first nine  months of 2002.  The
income and loss in those periods,  respectively,  was attributable  primarily to
net  realized  and  unrealized  investment  gains and  losses  on listed  equity
securities.  These positions in listed equity securities resulted from privately
held technology  companies,  in which the venture capital management segment had
an equity  interest,  completing  initial public  offerings or being acquired by
publicly traded companies in stock-for-stock acquisitions.

     The change in net unrealized  gains and losses in the listed equity trading
portfolio during the first nine months of 2003 was a gain of $6.2 million, which
was  partially  offset by net  realized  losses  of $2.6  million.  The  trading
portfolio decreased from $7.6 million as of December 31, 2002 to $3.0 million as
of September 30, 2003. We sold certain trading  positions  during the first nine
months of 2003,  which resulted in net realized  losses of $2.4 million based on
an  aggregate  original  cost of  $10.9  million.  These  realized  losses  were
increased by  other-than-temporary  impairment write-downs totaling $0.2 million
on two private  investments  relating to the  guarantees  as discussed in Note 8
"Notes Payable" to the Unaudited Condensed Consolidated Financial Statements and
an  $12,000   impairment   charge  on  another  private  equity  security.   All
intersegmental  investment gains and losses, other than those arising from sales
to  LPLA  (discontinued  operations),  have  been  eliminated  in our  unaudited
condensed consolidated statements of income.

     The venture capital  management  segment earned  portfolio  management fees
from LPLA of $2.9  million in the first nine  months of 2002.  Due to the events
described above in the section entitled "Life Insurance and Annuities," BICC has
not received fees from the management of LPLA's investment  portfolio since that
time.

     Operating  expenses  in the first  nine  months of 2003 were $0.8  million,
compared  to $3.3  million in the first nine  months of 2002.  The $2.5  million
decrease  was  attributable  primarily  to lower  staff  costs,  reflecting  the
reduction in business and staffing during the second half of 2002.

Corporate and Other

Third quarter of 2003 compared to third quarter of 2002

     Corporate  expenses  decreased by $0.8 million to $0.7 million in the third
quarter of 2003, as compared to $1.5 million in the third quarter of 2002.  This
decrease was  primarily  due to decreases in staff  compensation,  bank facility
costs, legal fees and audit fees.

     Interest  income  earned  by us and our  subsidiaries  (excluding  the life
insurance  and  annuities  segment)  decreased by $0.1 million to $13,000 in the
third quarter of 2003 as compared with the third quarter of 2002,  primarily due
to the  decrease  in cash  and  cash  equivalents  held by us,  as well as lower
interest rates.  Excluding the life insurance and annuities segment, we incurred
no interest expense in the third quarter of 2003, as compared to $0.3 million in
the third quarter of 2002. We fully repaid our bank borrowings during the



                                       30
<PAGE>

second  quarter  of  2003.  A  discussion  of our  sources  and  uses of cash is
discussed in "Liquidity and Capital Resources" below.

First nine months of 2003 compared to first nine months of 2002

     Corporate  expenses  decreased by $2.2 million to $2.8 million in the first
nine months of 2003,  as  compared to $5.0  million for the first nine months of
2002.  This decrease was primarily  due to decreases in staff  compensation  and
bank facility costs, partially offset by higher directors and officers insurance
costs.

     Interest  income  earned  by us and our  subsidiaries  (excluding  the life
insurance  and  annuities  segment)  decreased by $0.5 million to $42,000 in the
first  nine  months  of 2003 as  compared  with the first  nine  months of 2002,
primarily due to the decrease in cash and cash  equivalents  held by us, as well
as lower interest rates.  Interest  expense  incurred by us and our subsidiaries
(excluding the life insurance and annuities  segment)  decreased by $0.1 million
to $0.7 million in the first nine months of 2003 as compared with the first nine
months of 2002 due to the  impact of lower  bank  borrowings  which was  largely
offset by the  accelerated  amortization  of bank facility costs  (restructuring
fees and the value of  warrants  issued to the Bank of  Scotland)  in the second
quarter of 2003,  resulting  from the early  repayment of the bank  facility.  A
discussion  of our  sources  and uses of cash is  discussed  in  "Liquidity  and
Capital Resources" below.

Consolidated Income (Loss) from Continuing Operations Before Income Taxes

Third quarter of 2003 compared to third quarter of 2002

     Our consolidated  loss from continuing  operations  before income taxes was
$6.3 million in the third  quarter of 2003,  compared to a loss of $10.8 million
in the third quarter of 2002. This $4.5 million improvement was primarily due to
net  realized  and  unrealized  investment  losses of $5.1  million in the third
quarter of 2003,  compared to net realized and unrealized  investment  losses of
$7.5  million in the third  quarter of 2002,  together  with a reduction of $1.2
million in operating expenses.

     Consolidated  income before income taxes for the fourth quarter of 2003 and
future  years may be volatile due to our  holdings of listed  equity  securities
primarily in the technology  sector,  which are marked to market with changes in
their  market  value  recognized  in  the  income  statement  for  each  period.
Other-than-temporary  impairments of our private equity securities  primarily in
the technology  sector could also affect our  consolidated  income before income
taxes in  future  periods.  For more  information  on the  possible  effects  of
volatility  in the prices of equity  securities,  see Item 3  "Quantitative  and
Qualitative Disclosures About Market Risk" below.

     See  discussion  of  events  relating  to  LPLA,  LPAL,  BCM and LPA in the
"Liquidity and Capital Resources" section below.

     Subsequent to the  completion of the sales of BCM and LPA, our focus is now
on our technology  venture capital business.  The market environment for venture
capital  continues to be very weak.  We are pursuing  opportunities  to grow the
business  in the  future.  However,  there  is no  guarantee  that  we  will  be
successful in redeveloping our venture capital operations.

First nine months of 2003 compared to first nine months of 2002

     Our consolidated  loss from continuing  operations  before income taxes was
$1.8  million  in the first  nine  months of 2003,  compared  to a loss of $41.4
million in the first  nine  months of 2002.  This  substantial  improvement  was
primarily due to net realized and unrealized investment gains of $3.2 million in
the  first  nine  months  of  2003,  compared  to net  realized  and  unrealized
investment  losses of $33.0  million in the first nine months of 2002,  together
with a reduction of $4.9 million in operating expenses.

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

                                       31
<PAGE>

Guernsey  taxation.  We are subject to income tax in Jersey at a rate of 20%. In
the United States,  we are subject to both federal and  California  taxes at 34%
and 8.84%, respectively.

Third quarter of 2003 compared to third quarter of 2002 (continuing operations)

     On losses from  continuing  operations  before income taxes of $6.3 million
for the third quarter of 2003, we had an income tax benefit of $3,000.  This low
level of tax benefit was primarily due to the $6.0 million of losses contributed
by our  Jersey  and  Guernsey  operations  during the  period,  which  primarily
consisted  of net  realized and  unrealized  investment  losses for which no tax
benefits will be realized.

First nine months of 2003 compared to first nine months of 2002
  (continuing operations)

     On losses from  continuing  operations  before income taxes of $1.8 million
for the first nine  months of 2003,  we  realized  income tax expense of $9,000.
Although,  $1.1  million of the $1.8 million in losses were  contributed  by our
U.S. subsidiaries during the period, we did not recognize any U.S. tax benefits,
due to the 100% valuation  allowances that we have provided for all deferred tax
assets.  The  remaining  losses  were  contributed  by our Jersey  and  Guernsey
operations during the period for which no tax benefits are available.

Third quarter and first nine months of 2003(disposal of discontinued operations)

     We  recorded  $36,000 of income tax  expense on book gains  totaling  $11.7
million from the sales of BCM and LPA. Income taxes based on statutory tax rates
applied to the taxable  gains on these sales were  approximately  $4.9  million.
However,  due to net operating  losses in the U.S. tax groups in the current and
prior years,  and capital loss  carryovers from prior years, we expect to offset
all of the taxes  related to the gains on the sale of BCM and LPA,  except for a
small amount of federal  alternative  minimum tax. A portion of the capital loss
carryovers  from prior  years  which we expect to utilize to offset the  current
year taxable gains resulted from the loss of control of LPLA in 2002.

Discontinued Operations

Third quarter of 2003 compared to third quarter of 2002

     There were no results to report for  discontinued  operations  in the third
quarter of 2003, as we completed the sales of BCM and LPA in the second  quarter
of 2003 and we lost  management  control over LPLA in the third quarter of 2002.
For further information,  see Note 3 "Discontinued  Operations" to the Unaudited
Condensed Consolidated Financial Statements in Part I, Item 1.

     The $2.7 million loss from discontinued  operations net of income taxes for
the third quarter of 2002 resulted from LPA's after-tax loss of $2.5 million and
BCM's  after-tax  loss of $0.2  million.  The $38.5  million loss on disposal of
discontinued  operations for the third quarter of 2002 resulted from the loss of
control of LPLA.

First nine months of 2003 compared to first nine months of 2002

     Our  consolidated  income  statement  for the  first  nine  months  of 2003
includes  the results of  discontinued  operations  for the first four months of
2003,  in the case of BCM, and for the first five months of 2003, in the case of
LPA.  Our  consolidated  income  statement  for the  first  nine  months of 2002
includes  the  results of  discontinued  operations  for the first six months of
2002,  in the case of LPLA,  and for the first nine  months of 2002 for both BCM
and LPA.  Therefore,  the  results  for the  first  nine  months of 2003 are not
directly comparable to the results for the first nine months of 2002.


                                       32
<PAGE>

     The following  summarizes  the  components  of the results of  discontinued
operations:
<TABLE>
<CAPTION>

                                                                                            Nine Months Ended
                                                                                              September 30,
                                                                                     -----------------------------
                                                                                         2003            2002
                                                                                     -------------   -------------

<S>                                                                                  <C>              <C>
LPA operating loss after income taxes...............................................   $    (1,724)     $   (3,562)
BCM operating income (loss) after income taxes......................................           (34)            266
LPLA operating loss after income taxes..............................................             -        (104,762)
                                                                                     -------------   -------------
Total loss from discontinued operations after income taxes..........................   $    (1,758)     $ (108,058)
                                                                                     -------------   -------------
                                                                                     -------------   -------------

LPA gain on disposal after income taxes.............................................   $     3,736      $        -
BCM gain on disposal after income taxes.............................................         7,949               -
LPLA loss on disposal after income taxes............................................             -         (38,532)
                                                                                     -------------   -------------
Total gain (loss) on disposal of discontinued operations after income taxes.........   $    11,685      $  (38,532)
                                                                                     -------------   -------------
                                                                                     -------------   -------------
</TABLE>

     For  further  information,  see  Note 3  "Discontinued  Operations"  to the
Unaudited Condensed Consolidated Financial Statements in Part I, Item 1.


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  and to the  accounting for life insurance  policy  liabilities.  In
addition, for 2002 and for the first six months of 2003, our accounting policies
relating to  consolidation,  deconsolidation  and the reporting of  discontinued
operations became very important to the portrayal of our financial condition and
results of operations. These critical accounting policies are described below.

Determination of Fair Values of Investments

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

     We  hold  investments  in  privately  held  equity  securities,   primarily
convertible  preferred  stock in venture  capital  companies  doing  business in
various segments of technology  industries.  Venture capital  investing  entails
making  investments in companies  that are  developing  products or services for
large  emerging  markets  with the  belief  that  these  investments  will yield
superior  returns if these  companies  are  successful.  These  investments  are
normally held for a number of years. When we make these investments, most of the
companies  are still  developing  the products they intend to bring to market or
are in the early stages of product  sales.  Venture  capital  companies  are net
consumers of cash and often dependent upon additional financing to execute their
business plans.  These  investments  involve  substantial risk and the companies
generally  lack  meaningful  historical  financial  results used in  traditional
valuation  models.  The process of pricing  these  securities  range from fierce
competitive  bidding  between  financial   institutions  to  existing  investors
negotiating  prices  with  the  company  without  outside  investor  validation.
Investments  in  convertible   preferred   stock  come  with  rights  that  vary
dramatically both from company to company and between rounds of financing within
the same company. These rights, such as anti-dilution,  redemption,  liquidation
preferences and participation, bear directly on the price an investor is willing
to pay for a security.  The returns on these investments are generally  realized
through an initial  public  offering of the company's  shares or, more commonly,
through  the  company's  acquisition  by a public  company.

                                       33
<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.

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

Other-than-Temporary Impairments

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

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

     In  relation  to  our  equity   securities  that  do  not  have  a  readily
determinable  fair  value  and are  classified  as  available-for-sale,  factors
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.

     We determine that a fixed maturity security is impaired when it is probable
that we will  not be  able to  collect  amounts  due  (principal  and  interest)
according to the security's  contractual  terms. We make this  determination  by
considering  all  available  facts and  circumstances,  including our intent and
ability to continue to hold the investment to maturity.  The factors we consider
include:  (i) the length of time and extent to which the market values have been
below  amortized cost and the reasons for the decline,  (ii) the issuer's recent
financial performance and condition, earnings trends and future prospects in the
near to mid-term,  (iii) changes in the issuer's  debt rating and/or  regulatory
actions or other events that may effect the issuer's operations, (iv) the market
condition of either the issuer's geographic area or industry as a whole, and (v)
factors  that raise  doubt  about the  issuer's  ability to  continue as a going
concern.   If  the   evidence   supports   that  a  decline  in  fair  value  is
other-than-temporary,  then the fixed  maturity  security is written down to its
quoted market value,  if such a value is  available.  If a readily  determinable
fair value does not exist,  then the fixed maturity  security is written down to
management's  estimate  of its fair  value,  which  is  based  on the  valuation
methodologies  described above.  Write-downs are recorded as realized losses and
included in earnings.

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



                                       34
<PAGE>

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).

Consolidation, Deconsolidation and Reporting of Discontinued Operations

     Our  unaudited condensed consolidated   financial  statements  include  the
accounts of the Company,  its subsidiaries (with the exception of LPLA which was
deconsolidated during 2002, and BCM and LPA which were deconsolidated during the
first half of 2003, as discussed below), the Employee Share Option Trust and the
Agent  Loyalty  Opportunity  Trust  (collectively,   the  "Group").  Significant
subsidiaries included in the continuing operations of the Group and discussed in
this report include London Pacific Assurance Limited and Berkeley  International
Capital Corporation.  All intercompany  transactions and balances are eliminated
in consolidation  except for intercompany  transactions  between  continuing and
discontinued  operations  principally related to investment management fees from
LPLA (the discontinued  operations) to the continuing operations.  Our unaudited
condensed  consolidated  balance sheet is presented in an unclassified format as
the majority of the Group's assets relate to its  continuing  life insurance and
annuities business.

     In  accordance  with SFAS 144, if a long-lived  asset or  "component  of an
entity" (a  reportable  segment,  an  operating  segment,  a reporting  unit,  a
subsidiary or an asset group) is disposed of by sale or by abandonment, then the
results of  operations  of that  component  of an entity  shall be  reported  in
discontinued  operations  if both of the following  conditions  are met: (i) the
operations and cash flows of the component have been eliminated from the ongoing
operations  of the  entity,  and (ii) the entity  will not have any  significant
continuing involvement in the operations of the component.

     During the third quarter of 2002,  our U.S. life insurance  company,  LPLA,
was placed under  regulatory  control and  rehabilitation  by the North Carolina
insurance   regulators.   As  we  no  longer  exercise  control  over  LPLA,  we
deconsolidated  LPLA and  recorded a charge to earnings in the third  quarter of
2002 of approximately $38.5 million for losses resulting from the disposition of
LPLA. We will not regain control or receive any benefit from LPLA in the future.
As such,  in  accordance  with SFAS  144,  the  results  of  operations  of LPLA
(pre-rehabilitation)  have been reported in discontinued operations.  Under SFAS
144, the results of operations of a  discontinued  business,  and any impairment
losses related to a discontinued business, are reported separately in the income
statement under discontinued  operations for the current and prior periods,  and
in the prior period balance sheet as total assets of discontinued operations and
total liabilities of discontinued operations.

     The results of  operations  of both BCM and LPA are  reported in the income
statement under discontinued  operations for the current and prior period due to
the sale of each during the second quarter of 2003.  The assets and  liabilities
of both BCM and LPA have been  classified as assets of  discontinued  operations
and  liabilities  of  discontinued  operations in the prior period  consolidated
balance sheet.  We do not expect to receive any material  amounts of income from
our asset management or financial  advisory services segments in the foreseeable
future.


Liquidity and Capital Resources

     Our cash and cash  equivalents  increased  during the first nine  months of
2003 by $6.1 million to $21.4 million, WHICH INCLUDES $11.2 MILLION HELD BY LPAL
WHICH IS NOT AVAILABLE TO FUND THE  OPERATIONS OR  COMMITMENTS OF THE COMPANY OR
ITS OTHER SUBSIDIARIES.  (LPAL is a regulated insurance company,  and as such it
must meet stringent capital adequacy requirements and no


                                       35
<PAGE>

distributions  may be made from it without  the  consent  of LPAL's  independent
actuary.) This increase in cash and cash equivalents resulted from $15.9 million
and  $8.3  million  of cash  provided  by  investing  activities  and  operating
activities,  respectively,  partially  offset by $17.9  million  of cash used in
financing activities. Cash provided by investing activities primarily related to
the  disposals  of BCM and  LPA,  and to the  sale of  corporate  bonds by LPAL,
partially  offset  by the  payment  of  guarantee  obligations  under  the  bank
facility. Cash provided by operating activities primarily resulted from the sale
of  trading  securities.  Cash  used  in  financing  activities  related  to the
repayment of bank borrowings, as well as insurance policyholder benefits paid by
LPAL. As of September  30, 2003,  our cash and cash  equivalents,  excluding the
amount held by LPAL,  amounted to $10.2 million, a decrease of $1.3 million from
December 31, 2002.  Excluding LPAL's  investments,  we also held $3.0 million of
listed equity securities which could be sold within a short period of time as of
September 30, 2003, compared to $7.7 million as of December 31, 2002.

     Shareholders'  equity  increased  during the first  nine  months of 2003 by
$10.4  million  from $21.5  million at  December  31,  2002 to $31.9  million at
September 30, 2003,  primarily due to net income for the period of $8.2 million,
in  addition  to  the  positive  change  in  unrealized   gains  and  losses  on
available-for-sale  securities  of $1.9 million  included in  accumulated  other
comprehensive  loss.  As of September  30, 2003 and  December  31,  2002,  $63.6
million of our Ordinary  Shares,  at cost,  held by the employee  benefit trusts
have been netted against shareholders' equity.

     On December 20, 2002,  we and the Bank of Scotland  agreed to the terms and
conditions  of an amended  credit  facility,  providing  up to $23.0  million of
borrowings.  The  facility  limit was to be reduced at the end of each  calendar
quarter,  such that the facility was to be repaid in full no later than December
31, 2003.

     As of December 31, 2002, $9.3 million was  outstanding  under the facility.
In addition, $10.6 million of the remaining $10.7 million under the facility was
utilized in the form of guarantees provided on behalf of certain former investee
companies.  As we believed  that it would be unlikely  that the former  investee
companies would have the ability to repay any of their  borrowings  during 2003,
we recorded the maximum  guarantee  obligation  of $10.6 million at December 31,
2002 on our consolidated balance sheet and took other-than-temporary  impairment
losses on the related investments in our consolidated income statement for 2002.
During  February 2003, we sold certain of our listed equity  securities for $4.7
million and the proceeds were used to reduce our  borrowings to $4.4 million and
the facility to $15.0 million.

     On May 7, 2003,  we  completed  the sale of BCM and  received  initial sale
proceeds of $8.06 million.  On May 8, 2003, we paid $7.75 million to the Bank of
Scotland  which  reduced  our  borrowings  to zero and the amounts due under our
guarantee obligations to $7.25 million.

     On June 5, 2003,  we completed  the sale of LPA and  received  initial sale
proceeds of $6.95 million.  On that same date, we paid $6.95 million to the Bank
of Scotland  which  reduced the amounts due under our guarantee  obligations  to
$0.3 million. On June 20, 2003, using our existing cash resources,  we paid $0.3
million  to the  Bank of  Scotland  and the  facility  was  reduced  to zero and
terminated.

     During 2002, LPLA paid investment  management fees to our asset  management
and venture capital management  segments totaling $3.6 million.  Due to the loss
of control of LPLA as more fully described in Note 1 and Note 3 to the Unaudited
Condensed  Consolidated  Financial  Statements in Item 1 of Part I, we no longer
manage LPLA's  portfolio of public  corporate  bonds and private equity and debt
investments and no longer receive investment management fees for these services.

     We are not aware of any  obligations  of the Group to cover any  current or
future losses of LPLA.  However,  in the course of the administration of LPLA in
rehabilitation, during November 2002, the NCDOI requested information concerning
the  history of a limited  number of  investments  in  securities  of  portfolio
companies.  These portfolio  investments have been associated with LPLA for more
than seven  years,  and  involve  intercompany  transfers.  The history of their
investment  performance  and  ownership is complex.  We have complied with these
requests.  We are not able at this time to predict  what  conclusions  the NCDOI
will reach after evaluating this information.

                                       36
<PAGE>

     On July 2, 2002, we announced that LPAL discontinued  issuing new policies.
Subsequent to this  announcement and other  announcements  relating to the Group
and LPLA, LPAL policy surrenders substantially  increased.  Approximately 79% of
LPAL's  $140.2  million  policyholder  liabilities  as of June 30, 2002 had been
surrendered  or had matured as of September  30,  2003.  Policy  surrenders  and
maturities  for the first nine months of 2003  totaled $8.6  million.  We do not
expect  significant  surrender  activity  during  the  fourth  quarter  of 2003;
however, approximately $3.3 million of policyholder liabilities are scheduled to
mature during the remaining three months of 2003.  These maturities are expected
to be met by a  combination  of cash  held as of  September  30,  2003 of  $11.2
million and the  proceeds  from  maturing  bonds which are  estimated to be $4.4
million during the remaining three months of 2003.  Assuming the reinvestment of
excess cash in bonds,  investment income should  approximately  equal the amount
credited to policies during the fourth quarter of 2003.

     During  the first  nine  months of 2003,  LPAL  continued  to  service  its
policyholders. Policyholder liabilities for LPAL fell by $6.1 million during the
first nine months of 2003 from $35.4  million as of  December  31, 2002 to $29.3
million as of September  30, 2003. As of September  30, 2003,  LPAL's  corporate
bonds, cash and accrued interest totaled $31.4 million, listed equity securities
were $9.7  million  and the book value of  private  equity  securities  was $5.1
million. Due to the weakened economic environment,  in February 2003, the Jersey
Financial Services Commission ("JFSC") amended LPAL's insurance permit such that
private equity investments are no longer approved assets. Therefore, declines in
the market value of LPAL's listed equity securities,  which totaled $9.7 million
as of September 30, 2003,  could have a significant  impact on LPAL's  statutory
capital level.

     As of September 30, 2003, we had no material  commitments  outstanding  for
capital   expenditures  or  additional  funding  for  private  equity  portfolio
companies.

     As  discussed  above,  we have  fully  repaid our bank  borrowings  and our
guarantee obligations have been satisfied,  and as of September 30, 2003, we had
$10.2  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. We also expect to receive  additional cash  consideration of
$1.0  million  related to the sale of BCM at the end of 2003 and,  in  addition,
$1.0  million  in cash out of escrow at the end of 2004  related  to the sale of
LPA, as discussed in Note 1 and Note 6 to the Unaudited  Condensed  Consolidated
Financial Statements in Item 1 of Part I.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

     For LPAL's business,  the amount of policyholder  liabilities is unaffected
by  changes in  interest  rates.  Given the  existing  policy and bond  maturity
profiles,  and that bonds will  generally  be held to maturity  and early policy
redemptions  are protected by a market value  adjustment and surrender  penalty,
the bonds and policies  carry no interest rate risk.  Interest  income earned on
excess cash is  expected  to be  approximately  $0.1  million  during the fourth
quarter of 2003.  For each 100 basis  point move in market  interest  rates this
amount will vary by approximately $121,000 per annum.


                                       37
<PAGE>

Equity Price Risk

     We are  exposed  to equity  price  risk on our  listed  equity  securities.
Changes  in the level or  volatility  of equity  prices  affect the value of our
listed equity securities. These changes in turn directly affect our consolidated
net income  because  our  holdings  of listed  equity  securities  are marked to
market,  with changes in their market value  recognized in the income  statement
for the period in which the changes occur. These listed equity securities are in
small capitalization stocks in the volatile high technology industry sector.

     If the fair value of our  listed  equities  as of  September  30,  2003 and
December 31, 2002, which totaled $12.7 million and $16.5 million,  respectively,
had abruptly  increased or decreased by 50%, the fair value of the listed equity
portfolio  would have  increased or decreased by $6.4 million and $8.3  million,
respectively. The largest of these listed equities represented $12.1 million and
$11.4  million of the total as of  September  30, 2003 and  December  31,  2002,
respectively.  If the fair  value of the  largest  listed  equity  had  abruptly
increased or decreased by 50%, its fair value would have  increased or decreased
by $6.1 million and $5.7 million, respectively.

     Our listed equity  securities  represent  investments  that were originally
made as private equity  investments in companies that subsequently  completed an
initial public offering.  The performance of these listed equity  securities can
be highly  volatile,  however they are monitored  daily and we seek to sell them
over a period of time.

     As of September 30, 2003, we held $5.1 million in private  corporate equity
securities  primarily in technology  companies  for which liquid  markets do not
exist.  Private  equity  prices do not  fluctuate  directly  with public  equity
markets,   but   significant   market   movements   may  trigger  a  review  for
other-than-temporary  adjustment  of the carrying  values of our private  equity
securities.  The risks  inherent  in these  private  equity  investments  relate
primarily to the viability of the investee  companies.  We try to mitigate these
risks in various ways  including  performing  extensive due  diligence  prior to
making an  investment,  and  regularly  reviewing  the  progress of the investee
companies.


Item 4.   CONTROLS AND PROCEDURES

     The Company's management evaluated, with the participation of the Company's
chief executive  officer and chief financial  officer,  the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e)  under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act")), as of September 30, 2003. Based on their evaluation, the Company's chief
executive  officer and chief  financial  officer  concluded  that the  Company's
disclosure controls and procedures were effective as of September 30, 2003.

     There has been no change in the Company's  internal  control over financial
reporting (as defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act)
that occurred during the Company's fiscal quarter ended September 30, 2003, that
has  materially  affected,  or is reasonably  likely to materially  affect,  the
Company's internal control over financial reporting.


                           PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

     We are involved in various legal proceedings,  including claims for damages
from LPA  clients of a nature we consider  to be normal for LPA's  business.  We
believe  the  ultimate  settlement  or other  resolution  of the claims will not
materially affect our consolidated financial position,  results of operations or
cash flows.


                                       38
<PAGE>



Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)    EXHIBITS

       The following exhibits are filed herewith:

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

99.1    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.

99.2    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.

99.3    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.

99.4    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.



(b)    REPORTS ON FORM 8-K:

       We filed one current report on Form 8-K during the third quarter of 2003
       as follows:

        (1)     The Form 8-K filed on August 6, 2003  announcing  our  financial
                results for the quarter ended June 30, 2003.

                                       39
<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:  November 14, 2003          By:    /s/  Ian K. Whitehead

                                         Ian K. Whitehead
                                         Chief Financial Officer

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


                                       40
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

               EXHIBIT INDEX FOR THE QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2003

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

99.1    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.

99.2    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.

99.3    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.

99.4    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.



                                       41