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, 2000

                                       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

                          London Pacific Group 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)

   (Former name, 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
                                                                ---    ---




    The number of shares  outstanding of the  registrant's  Ordinary  Shares,
5 cents par value per share, as of November 13, 2000 was 64,433,313.




<PAGE>


                                TABLE OF CONTENTS



                                     PART I

                              FINANCIAL INFORMATION

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

          Condensed Consolidated Balance Sheets as of September 30, 2000
          and December 31, 1999..............................................  3

          Condensed Consolidated Statements of Income for the three and
          nine months ended September 30, 2000 and 1999......................  4

          Condensed Consolidated Statements of Cash Flows for the nine
          months ended September 30, 2000 and 1999...........................  5

          Consolidated Statements of Changes in Shareholders' Equity for
          the nine months ended September 30, 2000 and 1999..................  6

          Consolidated Statements of Comprehensive Income for the three
          and nine months ended September 30, 2000 and 1999..................  7

          Notes to Interim Consolidated Financial Statements.................  8

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.............................................. 11

Item 3.   Quantitative and Qualitative Disclosures About Market Risk......... 22


                                     PART II

                                OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K................................... 24

Signature  .................................................................. 25

Exhibit Index   ............................................................. 26


</TABLE>
<PAGE>


                         Part I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                 September 30,   December 31,
                                                                                     2000            1999
                                                                                 ------------    -----------
                                       ASSETS                                     (Unaudited)
<S>                                                                              <C>             <C>
Cash and cash equivalents....................................................... $   48,545      $   49,703
Cash held in escrow ............................................................          -           3,110

Investments, principally of life insurance subsidiaries:
    Fixed maturities:
      Available-for-sale, at fair value (amortized cost: September 30, 2000,
       $1,245,370; December 31, 1999, $1,037,085) ..............................  1,178,188         989,065
      Held-to-maturity, at amortized cost (fair value: September 30, 2000,
       $140,599; December 31, 1999, $221,167) ..................................    140,737         222,110
    Equity securities:
      Trading account, at fair value (cost: September 30, 2000, $94,006;
       December 31, 1999, $34,680) .............................................    751,003         399,844
      Available-for-sale, at fair value (cost: September 30, 2000, $220,757;
       December 31, 1999, $186,403) ............................................    212,079         182,926
    Policy loans ...............................................................     10,298          10,385
                                                                                 ----------      ----------
Total investments ..............................................................  2,292,305       1,804,330

Deferred policy acquisition costs ..............................................    169,215         144,518
Assets held in separate accounts ...............................................    198,452         125,528
Receivables ....................................................................     38,413          29,287
Due from brokers ...............................................................     53,951          27,048
Other assets ...................................................................     13,020          19,264
                                                                                 ----------      ----------
Total assets ................................................................... $2,813,901      $2,202,788
                                                                                 ----------      ----------
                                                                                 ----------      ----------
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Life insurance policy liabilities .............................................. $1,619,866      $1,416,423
Liabilities related to separate accounts .......................................    198,301         126,703
Short-term bank loan ...........................................................     20,066               -
Accounts payable and accrued liabilities .......................................     14,446          34,912
Income taxes payable and other liabilities .....................................      5,757           5,748
Deferred income taxes ..........................................................    110,630          66,527
                                                                                 ----------      ----------
Total liabilities ..............................................................  1,969,066       1,650,313
                                                                                 ----------      ----------
Shareholders' equity:
Ordinary shares, $.05 par value per share: authorized 86,400,000 shares;
    issued and outstanding 64,433,313 shares ...................................      3,222           3,222
Additional paid-in capital .....................................................     65,624          62,307
Retained earnings ..............................................................    861,073         559,344
Employee benefit trusts, at cost (shares: September 30, 2000, 12,843,381;
    December 31, 1999, 15,331,656) .............................................    (58,105)        (54,033)
Accumulated other comprehensive income (loss) ..................................    (26,979)        (18,365)
                                                                                 ----------      ----------
Total shareholders' equity .....................................................    844,835         552,475
                                                                                 ----------      ----------
Total liabilities and shareholders' equity ..................................... $2,813,901      $2,202,788
                                                                                 ----------      ----------
                                                                                 ----------      ----------
</TABLE>
[FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                    --------------------   -------------------
                                                                       2000        1999       2000       1999
                                                                    ---------  ---------   ---------  --------
<S>                                                                 <C>        <C>         <C>        <C>
Revenues:
Investment income...............................................    $ 29,799   $ 24,581    $ 83,131   $ 71,710
Insurance policy charges........................................       1,822      1,922       5,660      5,162
Financial advisory services, asset management and other
   fee income ..................................................       7,329      6,596      24,325     19,612
Realized investment gains (losses)..............................      87,982        968      88,170     (4,861)
Unrealized investment gains (losses) on trading securities .....     (62,359)    97,981     291,834    171,738
                                                                    --------   --------    --------   --------
                                                                      64,573    132,048     493,120    263,361
Expenses:
Interest credited on insurance policyholder accounts............      24,610     18,738      67,385     53,787
Amortization of deferred policy acquisition costs...............       4,769      5,102      16,011     12,858
Operating expenses..............................................      13,894     10,961      43,154     40,202
Goodwill amortization...........................................          58         59         173        177
Interest expense................................................         128         15         142         37
                                                                    --------   --------    --------   --------
                                                                      43,459     34,875     126,865    107,061
                                                                    --------   --------    --------   --------

Income before income tax expense................................      21,114     97,173     366,255    156,300

Income tax expense (benefit)....................................      (7,947)     7,622      52,901     25,951
                                                                    --------   --------    --------   --------

Net income......................................................    $ 29,061   $ 89,551    $313,354   $130,349
                                                                    --------   --------    --------   --------
                                                                    --------   --------    --------   --------

Interim dividend declared
(2000 and 1999: 11.0 cents per share gross;  8.8 cents per ADR).    $      -   $      -    $  4,608   $  4,408
                                                                    --------   --------    --------   --------
                                                                    --------   --------    --------   --------

Earnings per share and ADR, basic...............................      $ 0.56      $ 1.81     $ 6.21     $ 2.64
Earnings per share and ADR, diluted.............................      $ 0.47      $ 1.62     $ 5.16     $ 2.42

</TABLE>
[FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>


<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                       September 30,
                                                                                 -------------------------
                                                                                    2000            1999
                                                                                 ---------       ---------
<S>                                                                              <C>             <C>
Net cash provided by operating activities....................................... $ 233,824       $  70,764

Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities ........................    (2,328)         (4,080)
Purchases of available-for-sale fixed maturity securities ......................  (239,332)       (252,975)
Purchases of available-for-sale equity securities ..............................   (90,142)        (37,515)
Proceeds from redemption of held-to-maturity fixed maturity securities .........    37,098          33,414
Proceeds from sale of available-for-sale fixed maturity securities .............    52,416         132,342
Proceeds from sale of available-for-sale equity securities .....................     2,243          13,224
Capital expenditures ...........................................................    (1,411)           (971)
Other cash flows from investing activities .....................................    (1,374)         (1,751)
                                                                                 ---------       ---------
Net cash used in investing activities ..........................................  (242,830)       (118,312)
                                                                                 ---------       ---------
Cash flows from financing activities:
Issue of ordinary shares .......................................................         -               1
Dividends paid .................................................................   (11,625)        (11,450)
Short-term bank loan ...........................................................    20,066               -
Payment of bank overdraft ......................................................      (593)           (606)
                                                                                 ---------       ---------
Net cash provided by (used in) financing activities ............................     7,848         (12,055)
                                                                                 ---------       ---------

Net decrease in cash and cash equivalents ......................................    (1,158)        (59,603)
Cash and cash equivalents at beginning of year .................................    49,703         111,414
                                                                                 ---------       ---------
Cash and cash equivalents at end of period ..................................... $  48,545       $  51,811
                                                                                 ---------       ---------
                                                                                 ---------       ---------
</TABLE>
[FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>


<PAGE>

                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                                                            Other
                                        Ordinary   Additional                 Employee     Compre-        Total
                                        Shares at   Paid-in      Retained      Benefit     hensive     Shareholders'
                                        Par Value   Capital      Earnings      Trusts    Income (Loss)    Equity
                                       ----------  ----------   ----------    --------   ------------ -------------
<S>                                    <C>         <C>          <C>           <C>          <C>            <C>
Balance, January 1, 1999 ..........    $  3,221    $  62,199    $  318,785    $ (52,282)   $ (3,442)    $ 328,481

Issue of ordinary shares...........           1            -             -            -           -             1
Net unrealized gains (losses) on
   available-for-sale securities...           -            -             -            -     (12,754)      (12,754)
Purchase of shares by the
   employee benefit trusts.........           -            -             -       (3,345)          -        (3,345)
Exercise of employee share
   options.........................           -           54             -        1,843           -         1,897
Net realized gains on disposal
   of shares held by the
   employee benefit trusts.........           -           40             -            -           -            40
Cash dividends declared............           -            -       (11,450)           -           -       (11,450)
Net income.........................           -            -       130,349            -           -       130,349
                                       --------    ---------    ----------    ---------    --------     ---------
Balance, September 30, 1999........    $  3,222    $  62,293    $  437,684    $ (53,784)   $(16,196)    $ 433,219
                                       --------    ---------    ----------    ---------    --------     ---------
                                       --------    ---------    ----------    ---------    --------     ---------

</TABLE>
<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                                                            Other
                                        Ordinary   Additional                 Employee     Compre-        Total
                                        Shares at   Paid-in      Retained      Benefit     hensive     Shareholders'
                                        Par Value   Capital      Earnings      Trusts    Income (Loss)    Equity
                                       ----------  ----------   ----------    --------   ------------ -------------
<S>                                    <C>         <C>          <C>           <C>          <C>          <C>
Balance, January 1, 2000...........    $  3,222    $  62,307    $  559,344    $ (54,033)   $(18,365)    $ 552,475

Net unrealized gains (losses) on
   available-for-sale securities...           -            -             -            -      (8,630)       (8,630)
Foreign currency translation
   adjustment......................           -            -             -            -          16            16
Purchase of shares by the
   employee benefit trusts.........           -            -             -      (12,712)          -       (12,712)
Exercise of employee share
   options, including income
   tax effect......................           -        2,508             -        8,640           -        11,148
Extension of employee
   share options...................           -        1,150             -            -           -         1,150
Net realized gains (losses) on
   disposal of shares held by the
   employee benefit trusts.........           -         (341)            -            -           -          (341)
Cash dividends declared............           -            -       (11,625)           -           -       (11,625)
Net income ........................           -            -       313,354            -           -       313,354
                                       --------    ---------    ----------    ---------    --------     ---------
Balance, September 30, 2000........     $ 3,222    $  65,624    $  861,073    $ (58,105)   $(26,979)    $ 844,835
                                       --------    ---------    ----------    ---------    --------     ---------
                                       --------    ---------    ----------    ---------    --------     ---------
</TABLE>
 [FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>
<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                    --------------------   -------------------
                                                                       2000        1999       2000       1999
                                                                    ---------  ---------   ---------  --------
<S>                                                                  <C>       <C>         <C>        <C>
Net income .....................................................    $ 29,061   $ 89,551    $313,354   $130,349

Other comprehensive income (loss) net of income taxes:

Foreign currency translation adjustments .......................          16          -          16          -

Unrealized gains (losses) on  available-for-sale  securities
   arising during the period, net of income taxes and
   deferred policy acquisition cost amortization adjustments
   of $(11,355), $11,316, $15,502 and $24,392, respectively.....       3,666     (5,829)     (8,630)   (12,754)
                                                                    --------   --------    --------   --------
Other comprehensive income (loss) ..............................       3,682     (5,829)     (8,614)   (12,754)
                                                                    --------   --------    --------   --------
Comprehensive income ...........................................    $ 32,743   $ 83,722    $304,740   $117,595
                                                                    --------   --------    --------   --------
                                                                    --------   --------    --------   --------

</TABLE>
 [FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>




<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

Item 1.    NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1.    Basis of Presentation

       The accompanying interim consolidated  financial statements are unaudited
and have been  prepared by London  Pacific  Group  Limited  ("the  Company")  in
accordance with United States generally  accepted  accounting  principles ("U.S.
GAAP").  These  financial  statements  include the accounts of the Company,  its
subsidiaries,  the Employee Share Option Trust and the Agent Loyalty Opportunity
Trust  (collectively,  "the Group").  Certain  information and note  disclosures
normally included in the Group's annual consolidated  financial  statements have
been condensed or omitted. The interim consolidated financial statements, in the
opinion  of  management,  reflect  all  adjustments  (consisting  only of normal
recurring  accruals) which are necessary for a fair statement of the results for
the interim periods presented.

       While the Group believes that the  disclosures  presented are adequate to
make the  information  not  misleading,  these  interim  consolidated  financial
statements should be read in conjunction with the audited  financial  statements
and related  notes for the year ended  December 31, 1999 which are  contained in
the Company's  Annual Report on Form 20-F,  filed with the U.S.  Securities  and
Exchange  Commission on March 31, 2000. These audited financial  statements were
prepared in conformity  with  accounting  principles  generally  accepted in the
United Kingdom ("U.K.  GAAP"). The significant impact of converting to U.S. GAAP
is the reduction of shareholders' equity due to the reclassification of the cost
of the shares held by the employee benefit trusts, which had been recorded as an
asset in the consolidated  balance sheet under U.K. GAAP, and to the recognition
of unrealized losses on available-for-sale  securities,  net of income taxes and
deferred policy acquisition cost amortization adjustments.

       The results for the three and nine month periods ended September 30, 2000
are not necessarily indicative of the results to be expected for the full fiscal
year.

Note 2.    Comprehensive Income

       Comprehensive  income is defined as the aggregate change in shareholders'
equity,  excluding changes in ownership interests.  For the Group, it is the sum
of net  income,  changes  in  unrealized  gains or losses on  available-for-sale
securities,   and  foreign  currency  translation  adjustments  arising  on  the
translation of the Group's Jersey, Channel Islands insurance subsidiary.

Note 3.    Earnings Per Share and Per ADR

       The Group  calculates  earnings  per share in  accordance  with 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 by the
weighted  average number of ordinary  shares  outstanding  during the applicable
period,  excluding  shares held by the Employee Share Option Trust and the Agent
Loyalty  Opportunity Trust which are regarded as treasury stock for the purposes
of this calculation.

       The  Group has  issued  employee  share  options,  which  are  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 adjusted for these potentially dilutive
options, which are determined based on the "Treasury Stock Method."


<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES


Item 1.    NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
           (continued)

Note 3.    Earnings Per Share and Per ADR (continued)

       The following table sets forth the  reconciliation  of the numerators and
denominators  for the earnings per share  calculations  in accordance  with SFAS
128.

                  CALCULATION OF EARNINGS PER SHARE AND PER ADR
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                    --------------------   -------------------
                                                                       2000        1999       2000       1999
                                                                    ---------  ---------   ---------  --------
<S>                                                               <C>         <C>         <C>         <C>
Net income ....................................................    $  29,061   $  89,551   $ 313,354   $ 130,349

Basic:
Weighted average number of ordinary shares outstanding,
   excluding shares held by the employee benefit trusts........   51,625,224  49,476,240  50,457,786  49,361,903
                                                                  ----------  ----------  ----------  ----------
Earnings per share and ADR, basic .............................        $0.56       $1.81       $6.21       $2.64
                                                                  ----------  ----------  ----------  ----------
                                                                  ----------  ----------  ----------  ----------
Diluted:
Weighted average number of ordinary shares outstanding,
   excluding shares held by the employee benefit trusts........   51,625,224  49,476,240  50,457,786  49,361,903

Effect of dilutive securities (employee share options) ........    9,737,286   5,971,712  10,322,344   4,491,193
                                                                  ----------  ----------  ----------  ----------
Weighted average ordinary shares used in diluted earnings
  per share calculations ......................................   61,362,510  55,447,952  60,780,130  53,853,096
                                                                  ----------  ----------  ----------  ----------
Earnings per share and ADR, diluted............................        $0.47       $1.62       $5.16       $2.42
                                                                  ----------  ----------  ----------  ----------
                                                                  ----------  ----------  ----------  ----------
</TABLE>

Earnings per ADR are equivalent to earnings per ordinary share,  following the 4
for 1 split of ADRs which was effective  from the close of business on March 23,
2000.

Note 4.    Segment Information

       The Group's reportable operating segments are classified according to its
principal businesses, which are: life insurance and annuities, asset management,
financial  advisory  services  and  venture  capital  management.   Intercompany
transfers  between  reportable  operating  segments are  accounted for at prices
which  are  designed  to  be   representative   of   unaffiliated   third  party
transactions.  During the three month periods ended September 30, 2000 and 1999,
there were  included  in the venture  capital  management  and asset  management
operating  segments,  management  fees  from the  insurance  business  operating
segment of $2.8 million and $2.1  million,  respectively.  During the nine month
periods ended  September  30, 2000 and 1999,  there were included in the venture
capital management and asset management operating segments, management fees from
the  insurance  business  operating  segment of $7.7  million and $7.4  million,
respectively.  These  management  fees  have  been  approved  by  the  insurance
regulatory body in the life insurance company's U.S. state of domicile.
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES


Item 1.    NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
           (continued)

Note 4.    Segment Information (continued)

       Revenues and income before income tax expense for the Group's  reportable
operating  segments,  based on management's  internal reporting  structure,  are
shown below:


<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                    --------------------   -------------------
                                                                       2000        1999       2000       1999
                                                                    ---------  ---------   ---------  --------

                                          REVENUES                                 (In thousands)
<S>                                                                 <C>        <C>         <C>        <C>
Operating segments:
Life insurance and annuities (1), (2)..........................     $ 52,911   $ 43,951    $429,959   $145,332
Asset management (1)...........................................        2,153      1,831       5,912      5,000
Financial advisory services ...................................        5,692      4,847      17,456     14,810
Venture capital management (2) ................................        3,605     80,772      38,650     95,794
                                                                    --------   --------    --------   --------
                                                                      64,361    131,401     491,977    260,936
Reconciliation of segment amounts to consolidated amounts:
Interest income ...............................................          212        647       1,143      2,425
                                                                    --------   --------    --------   --------
Consolidated revenues and investment gains ....................     $ 64,573   $132,048    $493,120   $263,361
                                                                    --------   ---------   --------   --------
                                                                    --------   ---------   --------   --------



                               INCOME BEFORE INCOME TAX EXPENSE

Operating segments:
Life insurance and annuities (1), (2)..........................     $ 21,480   $ 17,808    $339,850   $ 69,344
Asset management (1) ..........................................          803        462       1,569        796
Financial advisory services ...................................       (1,323)        59      (3,129)       412
Venture capital management (2) ................................        2,244     79,395      31,816     86,656
                                                                    --------   --------    --------   --------
                                                                      23,204     97,724     370,106    157,208
Reconciliation of segment amounts to consolidated amounts:
Interest income ...............................................          212        647       1,143      2,425
Corporate expenses ............................................       (2,116)    (1,124)     (4,679)    (3,119)
Goodwill amortization .........................................          (58)       (59)       (173)      (177)
Interest expense ..............................................         (128)       (15)       (142)       (37)
                                                                    --------   --------    --------   --------
Consolidated income before income tax expense .................     $ 21,114   $ 97,173    $366,255   $156,300
                                                                    --------   --------    --------   --------
                                                                    --------   --------    --------   --------


-------------------------------------
(1)   Intersegmental revenue in asset management segment
      from life insurance and annuities segment................     $    953   $    434    $  2,150   $  1,126
                                                                    --------   --------    --------   --------
                                                                    --------   --------    --------   --------

(2)   Intersegmental revenue in venture capital management
      segment from life insurance and annuities segment........     $  1,848   $  1,625    $  5,594   $  6,311
                                                                    --------   --------    --------   --------
                                                                    --------   --------    --------   --------
</TABLE>
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES


Item 1.    NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
           (continued)

Note 4.    Segment Information (continued)

       The material  changes in segmental assets during the first nine months of
2000 were in the venture capital management  segment,  where assets increased by
$24.2  million  to $302.1  million as of  September  30,  2000,  and in the life
insurance and annuities  segment,  where assets  increased by $597.3  million to
$2.5 billion as of September 30, 2000.  Both movements were caused  primarily by
the change in net  unrealized  gains on listed equity  securities in the trading
account.

Note 5.    Investments

       Investments are classified  into three separate  categories and accounted
for as follows:

       i)  trading securities, which are  reported at fair value with the change
in unrealized gains and losses included in earnings;

       ii) available-for-sale securities, which are reported at fair value, with
unrealized  gains  and  losses  excluded  from  earnings,  but  reported  net of
applicable taxes and deferred policy  acquisition cost amortization  adjustments
as a separate component of shareholders' equity; and

       iii)  held-to-maturity securities, which are reported at amortized cost.


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

       This  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations  should be read in conjunction with the unaudited  interim
consolidated financial statements, and the notes thereto, presented elsewhere in
this  report.  The interim  consolidated  financial  statements  are prepared in
accordance with generally accepted  accounting  principles in the United States.
This  item  should  also  be  read  in  conjunction  with  the  "Forward-Looking
Statements  and Factors That May Affect  Future  Results" set forth below and in
the Group's  other  filings with the U.S.  Securities  and  Exchange  Commission
("SEC").

Forward-Looking Statements and Factors That May Affect Future Results

       The matters discussed in this report contain  forward-looking  statements
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended,  that  involve  risks and  uncertainties.  All  statements  other  than
statements  of  historical   information  provided  herein  are  forward-looking
statements  and  may  contain  information  about  financial  results,  economic
conditions, trends and known uncertainties.

       Readers   are   cautioned   not  to  place   undue   reliance   on  these
forward-looking  statements,  which reflect  management's  analysis,  judgement,
belief  or  expectation  only as of the date  hereof.  The Group  undertakes  no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof.

<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       The Group's actual results could differ  materially  from those discussed
herein.  Factors that could cause or contribute to such differences include, but
are not limited to,  those  discussed  in this  section  and  elsewhere  in this
report,  and the risks  discussed  in the Group's  other  filings  with the U.S.
Securities and Exchange  Commission.  These risks and uncertainties  could cause
actual results to differ materially from those reflected in the  forward-looking
statements.  The types of risks and uncertainties  include,  but are not limited
to, (i) the risks described in this report in Part I, Item 3  "Quantitative  and
Qualitative  Disclosures  About Market Risk," (ii)  variations in demand for the
Group's products and services, (iii) significant changes in net cash flows in or
out of the Group's businesses,  (iv) significant fluctuations in the performance
of debt and equity  markets  worldwide,  (v) the  enactment  of  adverse  state,
federal or foreign  regulation  or changes in  government  policy or  regulation
(including  accounting  standards)  affecting the Group's  operations,  (vi) the
effect of  economic  conditions  and  interest  rates in the U.S.,  the U.K.  or
internationally,  (vii) the ability of the Group's companies to compete in their
respective  businesses,  and (viii) the  ability of the  Company to attract  and
retain key personnel.

Life Insurance and Annuities

       The following  table sets out, for the three and nine month periods ended
September  30, 2000 and 1999,  an analysis of the life  insurance  and annuities
segment's results of operations.

<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                    --------------------   -------------------
                                                                       2000        1999       2000       1999
                                                                    ---------  ---------   ---------  --------
                                                                                   (In thousands)
<S>                                                                  <C>       <C>         <C>        <C>
Revenues:
Investment income..............................................      $ 26,785  $ 21,731    $ 73,971   $ 61,099
Insurance policy charges ......................................         1,822     1,922       5,660      5,162
Realized investment gains .....................................        76,291       638      67,839      1,216
Unrealized investment gains (losses) on trading securities ....       (52,424)   19,308     281,306     76,927
Other fee income ..............................................           437       352       1,183        928
                                                                     --------  --------    --------   --------
Total revenues and investment gains ..........................         52,911    43,951     429,959    145,332

Expenses:
Interest credited on insurance policyholder accounts ..........        24,610    18,738      67,385     53,787
Amortization of deferred policy acquisition costs .............         4,769     5,102      16,011     12,858
Mortality expenses ............................................            66        35        (335)      (302)
General and administrative expenses ...........................         1,986     2,268       7,048      9,645
                                                                     --------  --------    --------   --------
                                                                       31,431    26,143      90,109     75,988
                                                                     --------  --------    --------   --------

Income before income tax expense ..............................      $ 21,480  $ 17,808    $339,850   $ 69,344
                                                                     --------  --------    --------   --------
                                                                     --------  --------    --------   --------
</TABLE>
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Third quarter of 2000 compared to third quarter of 1999

       The life  insurance  and  annuities  segment,  which  consists  of London
Pacific Life & Annuity  Company  ("LPLA") and London Pacific  Assurance  Limited
("LPAL"),  contributed  $21.5 million to the Group's overall income before taxes
in the third  quarter of 2000,  an increase of $3.7 million over the same period
in 1999.  The sum of net realized and net  unrealized  investment  gains for the
third quarter  increased by $3.9 million,  general and  administrative  expenses
decreased by $0.3 million,  amortization  of deferred policy  acquisition  costs
decreased by $0.3 million, and the spread between investment income and interest
credited  to  policyholder  accounts  dropped by $0.8  million.  Policy  charges
decreased  by $0.1  million and other fee income  increased by $0.1 million over
1999.

       In accordance with U.S. GAAP, premiums collected on annuity and universal
life  contracts  are not  reported as  revenues,  but as  deposits to  insurance
liabilities. Revenues for these products are recognized over time in the form of
investment  income  and  surrender  or other  charges.  LPLA  offers  both fixed
annuities,  which  typically  have an interest rate  guaranteed for one to seven
years,  after  which the  company  has the  discretionary  ability to change the
crediting rate to any rate not below a guaranteed rate, and variable  annuities,
which allow the contract  holders the ability to direct  premiums  into specific
investment portfolios with rates of return being based on the performance of the
portfolio.  LPAL began selling  guaranteed bond contracts,  which are similar to
LPLA's fixed annuity  products,  in the Channel Islands and U.K.  markets during
the second quarter of 2000.

       Premiums for all life,  annuity and guaranteed  bond products were $150.3
million for the third  quarter of 2000,  an  increase  of 48% over the  premiums
received in the third quarter of 1999.  LPAL  accounted for $16.1 million of the
total premium volume during the third quarter.  The increase in LPLA's  premiums
reflects the continuing  strong  performance of the multi-year  guaranteed  rate
annuity product  series,  Regal  Accumulator,  which added  approximately  $81.4
million in sales during the third quarter.

       Interest and dividend income on securities was $26.8 million in the third
quarter of 2000 as  compared  with  $21.7  million  in 1999.  This $5.1  million
increase  was  primarily  due to asset  growth  from  new  business,  offset  by
acquisitions of capital appreciation (zero yield) securities. The carrying value
of the private  equity  portfolio as of September  30, 2000 was $157.6  million,
compared  with $149.3  million as of December  31, 1999 and $47.3  million as of
September 30, 1999.

       Net investment gains during the third quarter of 2000 were $23.9 million,
including  a $52.4  million  net  decline  in the  value  of the  listed  equity
securities held in the trading account.  The market value of the trading account
portfolio decreased from $551.6 million as of June 30, 2000 to $514.5 million as
of September 30, 2000,  including portfolio additions of $18.3 million resulting
from the  initial  public  offering  of one of LPLA's  private  preferred  stock
holdings.  LPAL sold a portion of one of its listed equity  holdings  during the
quarter,  which  resulted in a $76.8 million  realized gain based on an original
cost of $3.0  million.  As of September 30, 2000,  LPLA's and LPAL's  investment
portfolios  included  eight  former  private  preferred  stocks  that  have been
converted  to listed  common  equities  and two  convertible  bond  holdings  in
publicly  traded  companies.  Also as of  September  30,  2000,  two  additional
investment  holdings  were in the process of being  acquired by publicly  traded
companies in exchange for their stock.


<PAGE>

                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       Total invested assets (defined as total assets excluding  deferred policy
acquisition  costs,  other assets and income tax related accounts)  increased to
$2.3 billion as of September 30, 2000, compared with $1.7 billion as of December
31, 1999 and $1.5 billion as of September 30, 1999.  On total  average  invested
assets  for the third  quarter  of 2000,  the  average  annualized  net  return,
including both realized and unrealized  investment gains and losses,  was 8.88%,
as compared with 11.32% for the same period in 1999.

       Policy surrender and other policy charge income decreased by $0.1 million
in the third quarter of 2000 to $1.8 million,  as compared with $1.9 million for
the same period in 1999.  Full policy  surrenders  totaled  $37.9 million in the
third  quarter of 2000, a $11.3  million  increase over the same period in 1999.
These increased surrenders occurred in older blocks of business that were in the
later stages of their surrender  penalty  periods.  Internal policy  conversions
accounted for $12.0 million of the full surrenders in the third quarter of 2000,
compared with $8.1 million in same period in 1999.

       Interest credited on policyholder  accounts  increased by $5.9 million in
the third quarter of 2000 to $24.6  million,  as compared with $18.7 million for
the same period in 1999.  This increase was primarily due to new business growth
and an increase in overall policy  crediting rates. The average rate credited to
policyholders was 5.89% in the third quarter of 2000, as compared with 5.50% for
the same period in 1999.

       Amortization of deferred policy acquisition costs was $4.8 million in the
third  quarter of 2000, a decrease of $0.3 million from the same period in 1999.
This decrease was primarily due to the timing of actuarial  true-up  adjustments
in 1999, offset by the impact of increased surrender activity in 2000.

       General  and  administrative  expenses  were  $2.0  million  in the third
quarter of 2000,  compared  with $2.3  million in the same period in 1999.  This
$0.3  million  decrease  was due to lower  professional  fees and the receipt of
guaranty  assessment  refunds  in the third  quarter  of 2000,  offset by higher
employee  compensation costs. The annualized expense ratio for the third quarter
of 2000, which is defined as general and administrative  expenses divided by the
average  book value of total cash and  investments,  was 0.31% as compared  with
0.35% for the same period in 1999.

First nine months of 2000 compared to first nine months of 1999

       For the first  nine  months of 2000,  the life  insurance  and  annuities
segment  contributed  $339.9 million to the Group's overall income before taxes,
an  increase  of $270.5  million  over the same  period in 1999.  The sum of net
realized and net unrealized  investment  gains for the first nine months of 2000
increased by $271.0 million,  general and  administrative  expenses decreased by
$2.6 million, and amortization of deferred policy acquisition costs increased by
$3.2  million.  Policy  charges and other fee income  increased by $0.8 million,
while the spread between investment income and interest credited to policyholder
accounts decreased by $0.7 million to $6.6 million.

       Premiums for all life,  annuity and guaranteed  bond products were $412.2
million for the first nine months of 2000,  an increase of 85% over the premiums
received in the same period in 1999.  LPAL  accounted  for $28.8  million of the
total  premium  volume  during the first nine  months of 2000.  The  increase in
LPLA's  premiums  reflects the continuing  strong  performance of the multi-year
guaranteed  rate  annuity  product  series,   Regal  Accumulator,   which  added
approximately  $223.1  million in sales during the first nine months of 2000, as
compared with $96.9 million in sales for the same period in 1999.



<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       Interest and dividend  income on  investments  was $74.0  million for the
first nine months of 2000 as  compared  with $61.1  million in 1999.  This $12.9
million increase was primarily due to asset growth from new business.

       Net  investment  gains were $349.1  million,  including a $281.3  million
movement in net  unrealized  gains on the listed equity  securities  held in the
trading  account.  The market value of the trading account  portfolio  increased
from $186.5  million as of December  31, 1999 to $514.5  million as of September
30, 2000,  including  portfolio  additions of $55.4 million  resulting  from the
initial public offerings or acquisitions by publicly traded companies of five of
LPLA's and LPAL's private preferred stock holdings.  LPLA and LPAL sold portions
of their positions in two listed equity holdings during the first nine months of
2000,  which  resulted in $109.0  million of realized gains based on an original
cost of $8.7 million.  These gains were partially offset by permanent impairment
writedowns on four private placement debt investments.

       Total invested assets increased to $2.3 billion as of September 30, 2000,
compared with $1.7 billion as of December 31, 1999.  On total  average  invested
assets for the nine months ended September 30, 2000, the average  annualized net
return,  including  both realized and unrealized  capital gains and losses,  was
28.55%, as compared with 13.2% for the same period in 1999.

       Policy surrender and other policy charge income increased by $0.5 million
for first nine months of 2000 to $5.7 million, as compared with $5.2 million for
the same period in 1999. Full policy  surrenders  totaled $110.1 million for the
first nine  months of 2000,  a $46.7  million  increase  over the same period in
1999. These increased  surrenders occurred in older blocks of business that were
in the  later  stages  of  their  surrender  penalty  periods.  Internal  policy
conversions  accounted  for $34.8 million of the full  surrenders  for the first
nine months of 2000, compared with $9.6 million in same period in 1999.

       Interest credited on policyholder accounts increased by $13.6 million for
the first nine months of 2000 to $67.4  million,  as compared with $53.8 million
for the same period in 1999.  This  increase was  primarily  due to new business
growth and an increase  in overall  policy  crediting  rates.  The average  rate
credited  to  policyholders  was  5.76% for the first  nine  months of 2000,  as
compared with 5.55% for the same period in 1999.

       Amortization of deferred policy  acquisition  costs was $16.0 million for
the first nine months of 2000,  an increase of $3.2 million from the same period
in 1999. This increase was primarily due to new business growth, particularly in
the multi-year  annuity  products  discussed above, and a higher level of policy
surrenders.

       General and  administrative  expenses were $7.0 million in the first nine
months of 2000,  compared  with $9.6  million in the same  period in 1999.  This
decrease was due to non-recurring legal expenses incurred during 1999, offset by
higher employee  compensation  costs. The annualized  expense ratio for the nine
months ended September 30, 2000, which is defined as general and  administrative
expenses  divided by the average book value of total cash and  investments,  was
0.44% as compared with 0.82% for the same period in 1999.



<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       LPAL,  which began its  operations in the first quarter of 2000,  sells a
single  premium term life  insurance  bond designed to offer a yield higher than
bank deposits. The single premium investment, the Guaranteed Return Bond, offers
a  guaranteed  yield and a  guaranteed  return of capital at maturity for either
three or five  years.  The yield can be taken as either a regular  payment or as
capital  appreciation.  LPAL had 513 policyholders as of September 30, 2000, and
premiums totaling $28.8 million had been generated through that date. Sales have
been made through 49 financial  intermediaries in the Channel Islands,  the U.K.
and the Isle of Man, with over 55% of the premiums received from Jersey, Channel
Islands investors.

Asset Management

       The following  table sets out, for the three and nine month periods ended
September  30,  2000 and 1999,  an analysis  of the asset  management  segment's
results of operations.

<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                    --------------------   -------------------
                                                                       2000        1999       2000       1999
                                                                    ---------  ---------   ---------  --------
                                                                                   (In thousands)
<S>                                                                  <C>       <C>         <C>        <C>
Revenues ......................................................      $  2,153  $  1,831    $  5,912   $  5,000
Operating expenses ............................................         1,350     1,369       4,343      4,204
                                                                     --------  --------    --------   --------
Income before income tax expense ..............................      $    803  $    462    $  1,569   $    796
                                                                     --------  --------    --------   --------
                                                                     --------  --------    --------   --------
</TABLE>

Third quarter of 2000 compared to third quarter of 1999

       The asset management  segment primarily includes the U.S. fund management
operations of Berkeley Capital Management  ("BCM").  Revenues of BCM declined in
the third  quarter of 2000,  as compared  with the same period in 1999, by 9% to
$1.3 million.  Expenses  remained level at $1.3 million.  Profitability has been
impacted by lower than expected  growth in the wrap fee account  business,  with
sales  for the first  nine  months  of 2000  more  than  offset by  redemptions.
Redemptions  occurred  primarily in the Value Equity  product area,  while sales
were  greater  for the  Growth  Equity  product,  a trend  consistent  with  the
industry.  Total average wrap assets under  management  for the third quarter of
2000 were approximately  $915 million,  compared with approximately $936 million
for the third quarter of 1999.

       Included in the  revenues of the asset  management  segment for the third
quarter  of 2000 are  portfolio  management  fees  from the  insurance  business
segment of $1.0 million, compared with $0.4 million for the same period in 1999.
These  increased fees were  primarily  attributable  to the larger  portfolio of
listed equity  securities held by the life insurance  operation which is managed
by the Group's asset management subsidiary in Jersey.


<PAGE>

                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

First nine months of 2000 compared to first nine months of 1999

       For the first nine months of 2000, revenues of BCM remained level at $4.1
million as compared with the same period in 1999.  Expenses  increased  by 5% to
$4.3  million  primarily  due to an  exceptional  charge  related to an employee
benefit plan.  Profitability  has been impacted by lower than planned  growth in
the wrap fee account business, with sales for the first nine months of 2000 more
than offset by redemptions.  Redemptions  occurred primarily in the Value Equity
product area,  while sales were greater for the Growth Equity  product,  a trend
consistent with the industry. Total wrap assets under management as of September
30, 2000 were approximately $940 million;  these were up from $916 million as of
September 30, 1999, but down from $972 million as of December 31, 1999.

       Included in the  revenues of the asset  management  segment for the first
nine months of 2000 are portfolio  management  fees from the insurance  business
segment of $2.2 million, compared with $1.1 million for the same period in 1999.
These  increased fees were  primarily  attributable  to the larger  portfolio of
listed equity  securities held by the life insurance  operation which is managed
by the Group's asset management subsidiary in Jersey.

       At the  beginning  of 2001,  BCM  plans to add a new wrap  product  which
blends its growth and value  styles into a single  equity  product.  The goal of
adding this product is to boost BCM's assets under management and  profitability
in future years.

Financial Advisory Services

       The following  table sets out, for the three and nine month periods ended
September  30, 2000 and 1999,  an analysis of the  financial  advisory  services
segment's results of operations.


<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                    --------------------   -------------------
                                                                       2000        1999       2000       1999
                                                                    ---------  ---------   ---------  --------
                                                                                   (In thousands)
<S>                                                                  <C>       <C>         <C>        <C>
Revenues:
Financial advisory services fees...............................      $  5,692  $  4,847    $ 17,456   $ 14,810

Expenses:
Commissions....................................................         4,174     3,276      12,579      9,818
Operating expenses.............................................         2,841     1,512       8,006      4,580
                                                                     --------  --------    --------   --------
                                                                        7,015     4,788      20,585     14,398
                                                                     --------  --------    --------   --------
Income (loss) before income taxes .............................      $ (1,323) $     59    $ (3,129)  $    412
                                                                     --------  --------    --------   --------
                                                                     --------  --------    --------   --------

</TABLE>
<PAGE>

                LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Third quarter of 2000 compared to third quarter of 1999

       Financial  advisory  services income  decreased from $0.06 million in the
third  quarter of 1999 to a pre-tax loss of $1.3 million in the third quarter of
2000.

       Revenues of London  Pacific  Advisors  ("LPA")  (formerly  SAI  Financial
Advisors)  increased  by $0.8  million to $5.7  million in the third  quarter of
2000.  Asset  management  and  consulting  fees  increased  due to the company's
continued  expansion  of its  network of  financial  advisors  and assets  under
management,  consulting, servicing or administration.  These assets grew to $1.9
billion at the end of the third  quarter of 2000 from $1.3 billion at the end of
the third quarter of 1999,  after excluding $250 million in assets  administered
by Select Benefit Consultants,  Inc., which was sold on December 31, 1999. There
was a  corresponding  increase  in  commission  expense of $0.9  million to $4.2
million.

       LPA's gross revenues less  commissions for the third quarter of 2000 were
$1.5 million, compared with $1.6 million for the third quarter of 1999. The rate
of growth in  revenues  less  commissions  did not  correspond  with the rate of
growth in gross revenues  primarily  because of the  contractual  decline in the
percentage  of fees  received by LPA for  administering  managed  portfolios  on
behalf of another company.  The contract was renewed during the third quarter of
1999 on less  favorable  terms.  There  was no  corresponding  decline  in LPA's
operating costs related to these portfolio administration services.

       Operating  expenses,  excluding  costs  of  the  Group's  Internet  based
initiative,  increased  by 39% to $2.1  million  in the  third  quarter  of 2000
compared with the third quarter of 1999.  Staff costs increased by 37% primarily
due to  staffing  additions  made  throughout  1999  and  2000,  as the  company
positioned  itself for expected  growth and the launch of its new Internet based
initiative,  in 2000. Excluding staff costs, operating expenses increased by 43%
in the third quarter of 2000 compared with the third quarter of 1999,  primarily
due to the cost of new data processing systems.

       The contractual adjustment to the servicing fees discussed above will cut
into profitability for the full year 2000. However, the company is focusing more
of its marketing efforts on large institutional  clients with the goal of adding
sizeable revenue blocks at higher margins.

       In late 1999,  the Group decided to make the LPA business the  foundation
for an Internet  based  initiative  that can then be  migrated to several  other
vertical markets in which the Group has expertise. The costs for this initiative
included  in the  income  statement  for the  third  quarter  of 2000  were $0.7
million,  and it is expected that further  development costs will be incurred in
the fourth quarter of 2000 as the new initiative is completed and rolled out.

First nine months of 2000 compared to first nine months of 1999

       Financial  advisory  services  income  decreased from $0.4 million in the
first nine  months of 1999 to a pre-tax  loss of $3.1  million in the first nine
months of 2000.


<PAGE>

                LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       Revenues of LPA  increased by $2.6 million to $17.5  million in the first
nine months of 2000.  Asset  management  and consulting  fees and  broker-dealer
revenues  increased due to the company's  continued  expansion of its network of
financial  advisors  and  assets  under  management,  consulting,  servicing  or
administration.  These assets grew to $1.9 billion as of September 30, 2000 from
$1.3 billion as of September 30, 1999,  after  excluding  $250 million in assets
administered by Select Benefit Consultants, Inc., which was sold on December 31,
1999. There was a corresponding  $2.8 million increase in commission  expense to
$12.6 million.

       LPA's gross revenues less  commissions  for the first nine months of 2000
were $4.9  million,  compared to $5.0  million for the same period in 1999.  The
rate of growth in revenues less  commissions did not correspond with the rate of
growth in gross revenues  primarily  because of the  contractual  decline in the
percentage  of fees  received by LPA for  administering  managed  portfolios  on
behalf of another company,  as described in the previous section relating to the
third quarter of 2000.

       Operating  expenses,  excluding  costs  of  the  Group's  Internet  based
initiative, increased by 28% to $5.8 million in the first nine months of 2000 as
compared  with the same period in 1999.  Staff costs  increased by 20% primarily
due to  staffing  additions  made  throughout  1999  and  2000,  as the  company
positioned  itself for expected  growth and the launch of its new Internet based
initiative,  in 2000. Excluding staff costs, operating expenses increased by 43%
in the  first  nine  months  of 2000  compared  with  the same  period  in 1999,
primarily due to increases in advertising costs and new operating systems.

       The costs of the Group's Internet based initiative included in the income
statement for the first nine months of 2000 were $2.2 million.

Venture Capital Management

       The following  table sets out, for the three and nine month periods ended
September  30, 2000 and 1999,  an analysis  of the  venture  capital  management
segment's results of operations.
<TABLE>
<CAPTION>
                                                                     Three Months Ended     Nine Months Ended
                                                                         September 30,         September 30,
                                                                    --------------------   -------------------
                                                                       2000        1999       2000       1999
                                                                    ---------  ---------   ---------  --------
                                                                                   (In thousands)
<S>                                                                  <C>       <C>         <C>        <C>
Revenues:
Management fees................................................      $  1,848  $  1,625    $  7,518   $  6,311
Investment income..............................................             1       144         273        749
Realized investment gains (losses).............................        11,691       330      20,331     (6,077)
Unrealized investment gains (losses)...........................        (9,935)   78,673      10,528     94,811
                                                                     --------  --------    --------   --------
Total revenues and investment gains ...........................         3,605    80,772      38,650     95,794
Operating expenses.............................................         1,361     1,377       6,834      9,138
                                                                     --------  --------    --------   --------
Income before income tax expense...............................      $  2,244  $ 79,395    $ 31,816   $ 86,656
                                                                     --------  --------    --------   --------
                                                                     --------  --------    --------   --------
</TABLE>
<PAGE>
                LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Third quarter of 2000 compared to third quarter of 1999

       Income before taxes from the venture capital management segment decreased
from  $79.4  million in the third  quarter of 1999 to $2.2  million in the third
quarter of 2000.  Contributing  to income in the third quarter of 1999 was $78.7
million of unrealized gains on the listed equity  securities held in the trading
account  which was not repeated in the third  quarter of 2000.  The positions in
listed equity securities resulted from private equity transactions in technology
companies.  There was a  downward  trend in the  market  for  technology  stocks
towards the end of the third quarter.

       The  movement in net  unrealized  investment  gains in the listed  equity
trading  portfolio  during the third quarter of 2000 was a loss of $9.9 million.
The market value of the trading account portfolio  decreased from $251.9 million
as of June 30,  2000 to $236.5  million as of  September  30,  2000.  There were
partial sales of four listed equity holdings  during the period,  which resulted
in realized gains of $11.7 million based on an original cost of $2.9 million.

       Significant  fluctuations  in net  unrealized  gains in the listed equity
trading  account  are  likely  in  future  quarters,  reflecting  equity  market
volatility,  especially in the technology sector. The potential impact of losses
relating to the old private debt  portfolio  has  declined  over the past twelve
months  due to the  increase  in the  Group's  net  assets,  as  well  as due to
writedowns  taken  against  this  portfolio at the end of 1999 and in the second
quarter of 2000,  and sales or  redemptions  in the latter  part of 1999 and the
first six months of 2000.

First nine months of 2000 compared to first nine months of 1999

       Income before taxes from the venture capital management segment decreased
from  $86.7  million in the first  nine  months of 1999 to $31.8  million in the
first nine  months of 2000.  Contributing  to income in the first nine months of
1999 was $94.8 million of unrealized gains on the listed equity  securities held
in the  trading  account  which was not  repeated at the same level in the first
nine months of 2000.

       The  movement in net  unrealized  investment  gains in the listed  equity
trading  portfolio  during the first nine months of 2000 was $10.5 million.  The
market value of the trading account  portfolio  increased from $213.3 million as
of December  31, 1999 to $236.5  million as of  September  30,  2000,  including
portfolio additions of $15.6 million resulting from the initial public offerings
or  acquisitions by publicly  traded  companies of five private  preferred stock
holdings.  There were partial  sales of four listed equity  holdings  during the
period,  which  resulted in realized gains of $11.7 million based on an original
cost of $2.9 million. Additional gains of $8.6 million resulted from adjustments
related to private  placement debt investments  which offset writedowns taken by
the life insurance segment on such investments.

Corporate and Other

Third quarter of 2000 compared to third quarter of 1999

       Corporate expenses increased by $1.0 million to $2.1 million in the third
quarter of 2000 as compared with the third quarter of 1999, primarily due to the
extension of employee  share option grants which were due to expire.  Under U.S.
GAAP, the difference between the exercise price and the fair market value on the
date of extension is considered  compensation  expense in the current period, as
no  compensation  expense  was  recorded  at the  original  grant dates when the
options were  granted  with an exercise  price equal to the fair market value of
the underlying shares.
<PAGE>
                LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       Interest  income earned by the Group  (excluding  the life  insurance and
annuity business) decreased by $0.4 million to $0.2 million in the third quarter
of 2000 as  compared  with  the  third  quarter  of 1999,  primarily  due to the
decrease  in cash and cash  equivalents  held by the Group.  Group cash was used
during the period between September 30, 1999 and September 30, 2000 primarily to
pay dividends and for investment purchases.

First nine months of 2000 compared to first nine months of 1999

       Corporate expenses increased by $1.6 million to $4.7 million in the first
nine months of 2000, as compared with the same period in 1999,  primarily due to
the employee  share option  extensions  discussed in the previous  section,  the
costs of raising  the public  profile  of the Group,  including  the hiring of a
public relations firm, the costs of SEC reporting, and increased registrar fees.

       Interest  income earned by the Group  (excluding  the life  insurance and
annuity  business)  decreased  by $1.3 million to $1.1 million in the first nine
months of 2000 as compared  with the same period in 1999,  primarily  due to the
decrease  in cash and cash  equivalents  held by the Group.  Group cash was used
during the period between September 30, 1999 and September 30, 2000 primarily to
pay dividends and for investment purchases.

Income Taxes

       The Group is subject to taxation on its income in all  countries in which
it operates based upon the taxable income arising in each country.  The Group is
liable  for income tax in Jersey at a rate of 20%.  In the  United  States,  the
Group is liable  for both  federal  and  California  taxes at 34-35%  and 8.84%,
respectively.  Capital gains on certain  investments  are exempt from Jersey and
Guernsey taxation.

Third quarter of 2000 compared to third quarter of 1999

       The effective tax rate, as a percentage of income before income taxes for
the third quarter of 1999, was 8%. This low effective tax rate reflects the fact
that  only 18% of  income  in that  period  was  contributed  by the  U.S.  life
insurance and annuity company,  which is subject to federal tax at approximately
35%. Most of the remaining  income in that period  represented net capital gains
from the Jersey and Guernsey operations where capital gains are not taxed.

       On income  before  income taxes of $21.1 million for the third quarter of
2000, there was a net tax benefit of $7.9 million.  A $25.6 million loss for the
quarter in the U.S. life insurance and annuity company  generated a $9.0 million
tax benefit,  while most of the offsetting income for the period represented net
capital  gains from the Jersey and Guernsey  operations  where capital gains are
not taxed.

First nine months of 2000 compared to first nine months of 1999

       The effective tax rate, as a percentage of income before income taxes for
the first nine months of 1999, was 17%. This low effective tax rate reflects the
fact that only 44% of income in that  period was  contributed  by the U.S.  life
insurance and annuity  company, which is subject to federal tax at approximately


<PAGE>

                LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

35%. Most of the remaining  income in that period  represented net capital gains
from the Jersey and Guernsey  operations  where capital gains are not taxed. The
effective  tax rate, as a percentage of income before income taxes for the first
nine months of 2000, was 14%. This lower effective tax rate was  attributable to
the  lower  percentage  (40%)  of  income  for the  first  nine  months  of 2000
contributed  by the U.S.  life and annuity  company,  with most of the remaining
income in that  period  representing  net  capital  gains  from the  Jersey  and
Guernsey operations.

Liquidity and Capital Resources

       On a  consolidated  basis  as  of  September  30,  2000,  cash  and  cash
equivalents  of the  Group,  excluding  the  life  insurance  business  segment,
amounted to $11.9  million.  The Group,  excluding the life  insurance  business
segment,  also held $129.6  million of listed equity  securities  which could be
sold within a short period of time.  The Group's  management  believes  that the
balances  of  cash  and  liquid  resources,  together  with  its  $17.0  million
availability  on a $50.0 million bank facility,  should be sufficient to satisfy
the Group's anticipated financing requirements during the next twelve months.

       Shareholders'  equity  increased  during the first nine months of 2000 by
$292.4 million to $844.8 million,  primarily due to net income for the period of
$313.4  million.  $58.1 million of loans to the Company's  employee share option
trusts have been netted against  shareholders'  equity as of September 30, 2000.
These loans will be repaid as employees exercise their share options.

       As of September 30, 2000, the Group had $20.1 million of short-term  bank
borrowings, and had no bond issues or convertible securities outstanding.  There
were no such bank borrowings,  bond issues or convertible securities outstanding
as of December 31, 1999. As of September  30, 2000 and December 31, 1999,  $13.0
million and $11.8  million,  respectively,  of the Group's  $50.0  million  bank
facility had also been utilized in the form of letters of credit and  guarantees
in connection with certain portfolio companies.


Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       The nature of the Group's  businesses  exposes the Group to market  risk.
Market  risk is the risk of loss that may occur  when  interest  rate and equity
price movements adversely change the value of invested assets.

Interest Rate Risk

       The Group's life  insurance and annuity  business is subject to risk from
interest  rate  fluctuations  when there is a  difference  between the amount of
interest earning assets and the amount of interest bearing  liabilities that are
prepaid,  mature or are  repriced in specific  periods.  London  Pacific  Life &
Annuity Company ("LPLA") and London Pacific  Assurance  Limited ("LPAL") attempt
to minimize  their  exposure  to  interest  rate  fluctuations  by managing  the
characteristics  of their assets and  liabilities so that the effects of changes
are reasonably likely to be offset. LPLA's and LPAL's principal  asset/liability
management  goals are to achieve  sufficient  cash flows from invested assets to
fund contractual obligations, while maximizing investment returns. LPLA and LPAL
have not used derivative financial  instruments to achieve their asset/liability
management goals.


<PAGE>

                LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            (continued)

       Exposure to interest  rate risk is  estimated by  performing  sensitivity
tests based on duration  analysis of LPLA's  investment and product  portfolios.
Duration is an option  adjusted  measure of the percentage  change in the market
value of the assets or  liabilities  in response  to a given  change in interest
rates. For LPAL, given that policyholder  liabilities were only $28.6 million as
of September  30,  2000,  interest  rate risk is  considered  to be minimal.  To
demonstrate the sensitivity of LPLA's assets and liabilities, tests performed on
LPLA's  assets and  liabilities  indicated  that,  as of September  30, 2000, if
market interest rates had suddenly increased by 100 basis points, the fair value
of the  investment  portfolio  that is subject to interest rate risk,  which was
approximately $1.6 billion, would have decreased by $75.4 million, compared with
a decrease of $61.6  million for the  calculated  market  value of  liabilities,
which were  approximately  $1.5 billion.  Conversely,  a sudden  decrease of 100
basis points would have increased the investment portfolio's fair value by $79.4
million, compared with an increase in the calculated market value of liabilities
of $43.8 million.  These results depend upon certain key  assumptions  regarding
the behavior of interest  sensitive  cash flows.  Although LPLA has attempted to
ensure the  assumptions  used are based on the best available  data,  cash flows
cannot be predicted with certainty,  and can deviate materially from the assumed
results.

Equity Price Risk

       The Group,  including  LPLA and LPAL,  is exposed to equity price risk on
the listed  equity  securities  held almost  entirely in its trading  portfolio.
Changes  in the level or  volatility  of equity  prices  affect the value of the
listed equity  securities.  These changes in turn directly  affect the Company's
net income,  because the Group's 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.

       If the  market  price  of  the  Group's  listed  equity  portfolio  as of
September  30, 2000 and December  31, 1999,  which  totaled  $754.1  million and
$408.2 million,  respectively,  had abruptly  increased or decreased by 50%, the
market value of the listed equity portfolio would have increased or decreased by
$377.1 million and $204.1 million, respectively.



<PAGE>

                LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                           Part II - OTHER INFORMATION


Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

       The following  exhibits are filed herewith or  incorporated  by reference
pursuant to Rule 12b-32 under the Securities Act of 1934:

Exhibit No.       Title
---------------   -------

10.1.1            Multicurrency  Term  Facility  Agreement  dated  May  2,  2000
                  between  London  Pacific  Group  Limited and the  Governor and
                  Company of the Bank of Scotland.  This  replaces the Term Loan
                  Agreement dated October 25, 1996,  filed previously as Exhibit
                  3.11; the First,  Second,  Third,  Fourth and Fifth  Amendment
                  Agreements dated May 28, 1997, November 25, 1997, November 12,
                  1998, April 20, 1999, and June 21, 1999,  respectively,  filed
                  previously  as Exhibits  3.11.1,  3.11.2,  3.11.3,  3.11.4 and
                  3.11.6, respectively;  and the Accession Agreement dated April
                  29, 1999, filed previously as Exhibit 3.11.5.

10.2.1            Executed  Instrument dated May 31, 2000 among (1) Richard John
                  Pirouet,  (2) Clive Aubrey Charles Chaplin, (3) Ronald William
                  Green and (4) Victor Aloysius  Hebert,  relating to The London
                  Pacific  Group  1990  Employee  Share  Option  Trust.  This is
                  supplemental to the Settlement dated February 16, 1990 and the
                  Executed Instruments dated March 18, 1994, September 27, 1994,
                  March 3,  1995,  August 22,  1996 and  August  29,  1998 filed
                  previously as Exhibits 3.2,  3.2.1,  3.2.2,  3.2.3,  3.2.4 and
                  3.2.5, respectively.

10.2.2            Executed  Instrument dated May 31, 2000 among (1) Richard John
                  Pirouet,  (2) Clive Aubrey Charles Chaplin, (3) Ronald William
                  Green,  (4) Victor Aloysius Hebert and (5) Christopher  Byrne,
                  relating  to The  London  Pacific  Group 1990  Employee  Share
                  Option Trust.  This is  supplemental  to the Settlement  dated
                  February 16, 1990 and the Executed Instruments dated March 18,
                  1994,  September  27,  1994,  March 3, 1995,  August 22, 1996,
                  August 29, 1998 and May 31, 2000 filed  previously as Exhibits
                  3.2,   3.2.1,   3.2.2,   3.2.3,   3.2.4,   3.2.5  and  10.2.1,
                  respectively.

27                Financial Data Schedule for the nine months ended
                  September 30, 2000.


(b)    REPORTS ON FORM 8-K

       No reports on Form 8-K were filed by the Company during the third quarter
       of 2000.


<PAGE>

                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                                    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.


                                                   LONDON PACIFIC GROUP LIMITED
                                                   (Registrant)

Date:  November 13, 2000                           By: /s/  Ian K. Whitehead
                                                       ----------------------
                                                       Ian K. Whitehead
                                                       Chief Financial Officer

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





<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                                 EXHIBIT INDEX


Exhibit No.       Title
---------------   -------

10.1.1            Multicurrency  Term  Facility  Agreement  dated  May  2,  2000
                  between  London  Pacific  Group  Limited and the  Governor and
                  Company of the Bank of Scotland.  This  replaces the Term Loan
                  Agreement dated October 25, 1996,  filed previously as Exhibit
                  3.11; the First,  Second,  Third,  Fourth and Fifth  Amendment
                  Agreements dated May 28, 1997, November 25, 1997, November 12,
                  1998, April 20, 1999, and June 21, 1999,  respectively,  filed
                  previously  as Exhibits  3.11.1,  3.11.2,  3.11.3,  3.11.4 and
                  3.11.6, respectively;  and the Accession Agreement dated April
                  29, 1999, filed previously as Exhibit 3.11.5.

10.2.1            Executed  Instrument dated May 31, 2000 among (1) Richard John
                  Pirouet,  (2) Clive Aubrey Charles Chaplin, (3) Ronald William
                  Green and (4) Victor Aloysius  Hebert,  relating to The London
                  Pacific  Group  1990  Employee  Share  Option  Trust.  This is
                  supplemental to the Settlement dated February 16, 1990 and the
                  Executed Instruments dated March 18, 1994, September 27, 1994,
                  March 3,  1995,  August 22,  1996 and  August  29,  1998 filed
                  previously as Exhibits 3.2,  3.2.1,  3.2.2,  3.2.3,  3.2.4 and
                  3.2.5, respectively.

10.2.2            Executed  Instrument dated May 31, 2000 among (1) Richard John
                  Pirouet,  (2) Clive Aubrey Charles Chaplin, (3) Ronald William
                  Green,  (4) Victor Aloysius Hebert and (5) Christopher  Byrne,
                  relating  to The  London  Pacific  Group 1990  Employee  Share
                  Option Trust.  This is  supplemental  to the Settlement  dated
                  February 16, 1990 and the Executed Instruments dated March 18,
                  1994,  September  27,  1994,  March 3, 1995,  August 22, 1996,
                  August 29, 1998 and May 31, 2000 filed  previously as Exhibits
                  3.2,   3.2.1,   3.2.2,   3.2.3,   3.2.4,   3.2.5  and  10.2.1,
                  respectively.

27                Financial Data Schedule for the nine months ended
                  September 30, 2000.