<PAGE>





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



                                    FORM 10-Q
(Mark One)
/X/            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 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.
                                                              X
                                                       Yes -------    No -------


    The number of shares  outstanding of the  registrant's  Ordinary  Shares,  5
cents par value per share, as of May 3, 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 March 31, 2000
              and December 31, 1999.........................................   3

            Condensed Consolidated Statements of Income for the
              three months ended March 31, 2000 and 1999....................   4

            Condensed Consolidated Statements of Cash Flows for the
              three months ended March 31, 2000 and 1999....................   5

            Consolidated Statements of Changes in Shareholders' Equity
              for the three months ended March 31, 2000 and 1999............   6

            Consolidated Statements of Comprehensive Income for the three
              months ended March 31, 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......  18


                                     PART II

                                OTHER INFORMATION

Item 1.     Legal Proceedings...............................................  19

Item 2.     Changes in Securities and Use of Proceeds.......................  19

Item 6.     Exhibits and Reports on Form 8-K................................  19

Signature...................................................................  20

Exhibit Index...............................................................  21
</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>
                                                                                   March 31,       December 31,
                                                                                      2000             1999
                                                                                  ------------     ------------
                                                                                  (Unaudited)
<S>                                                                                 <C>             <C>
                                     ASSETS
Cash and cash equivalents .......................................................    $  53,592      $  49,703
Cash held in escrow .............................................................        3,144          3,110

Investments, principally of life insurance subsidiaries:
   Fixed maturities:
    Available-for-sale, at fair value (amortized cost: March 31, 2000,
     $1,093,762; December 31, 1999, $1,037,085) .................................    1,038,831        989,065
    Held-to-maturity, at amortized cost (fair value: March 31, 2000, $200,662;
     December 31, 1999, $221,167) ...............................................      201,684        222,110
   Equity securities:
    Trading account, at fair value (cost: March 31, 2000, $41,826;
     December 31, 1999, $34,680) ................................................      334,845        399,844
    Available-for-sale, at fair value (cost: March 31, 2000, $216,804;
     December 31, 1999, $186,403) ...............................................      209,529        182,926
   Loans to life insurance policyholders ........................................       10,292         10,385
                                                                                   -----------    -----------
Total investments ...............................................................    1,795,181      1,804,330

Assets held in separate accounts ................................................      147,340        125,528
Deferred policy acquisition costs ...............................................      154,486        144,518
Accounts receivable .............................................................       19,062         35,430
Other assets ....................................................................       41,492         40,169
                                                                                   -----------    -----------
Total assets ....................................................................  $ 2,214,297    $ 2,202,788
                                                                                   -----------    -----------
                                                                                   -----------    -----------
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                                                <C>            <C>
Liabilities:
Life insurance policy liabilities ...............................................  $ 1,462,343    $ 1,416,423
Liabilities related to separate accounts ........................................      148,821        126,703
Accounts payable and accrued liabilities ........................................       47,125         35,982
Income taxes payable and other liabilities ......................................       60,539         71,205
                                                                                   -----------    -----------
Total liabilities ...............................................................    1,718,828      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 ......................................................       63,569         62,307
Retained earnings ...............................................................      503,806        559,344
Employee benefit trusts, at cost (shares: March 31, 2000, 14,683,381;
   December 31,1999, 15,331,656) ................................................      (53,080)       (54,033)
Accumulated other comprehensive income (loss) from
   net unrealized gains (losses) on available-for-sale securities ...............      (22,048)       (18,365)
                                                                                   -----------    -----------
Total shareholders' equity ......................................................      495,469        552,475
                                                                                   -----------    -----------
Total liabilities and shareholders' equity ......................................  $ 2,214,297    $ 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
                                                                                             March 31,
                                                                                    -------------------------
                                                                                       2000           1999
                                                                                    ----------     ----------
<S>                                                                                  <C>            <C>
Revenues:
Investment income ...............................................................    $  25,785      $  23,246
Insurance policy charges ........................................................        1,827          1,522
Financial advisory services, asset management and other fee income ..............        9,765          6,378
Realized investment gains (losses) ..............................................        8,784           (243)
Unrealized investment gains (losses) on trading securities ......................      (72,145)        33,915
                                                                                   -----------    -----------
                                                                                       (25,984)        64,818
Expenses:
Interest credited on insurance policyholder accounts ............................       20,445         17,298
Amortization of deferred policy acquisition costs ...............................        5,295          4,066
Operating expenses ..............................................................       13,221         11,588
Goodwill amortization ...........................................................           58             59
Interest expense ................................................................           12              5
                                                                                   -----------    -----------
                                                                                        39,031         33,016
                                                                                   -----------    -----------
Income (loss) before income tax expense .........................................      (65,015)        31,802

Income tax expense (credit) .....................................................       (9,477)        11,449
                                                                                   -----------    -----------
Net income (loss) ...............................................................  $   (55,538)   $    20,353
                                                                                   -----------    -----------
                                                                                   -----------    -----------


Earnings (loss) per share and ADR, basic ........................................  $     (1.11)   $      0.41
Earnings (loss) per share and ADR, diluted ......................................  $     (1.11)   $      0.40


</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>
                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                   ------------------------
                                                                                      2000          1999
                                                                                   ----------    ----------
<S>                                                                                <C>          <C>
Net cash provided by operating activities .......................................   $  47,953    $  11,034

Cash flows from investing activities:
Purchases of held-to-maturity and available-for-sale securities .................    (100,221)     (86,683)
Proceeds from sale of held-to-maturity and available-for-sale securities ........      55,713       44,703
Capital expenditures ............................................................        (458)        (126)
Other cash flows from investing activities ......................................         706          (19)
                                                                                     ---------    ---------
Net cash used in investing activities ...........................................     (44,260)     (42,125)
                                                                                     ---------    ---------
Cash flows from financing activities:
Increase in (payment of) bank overdraft .........................................         196       (1,100)
                                                                                     ---------    ---------
Net cash provided by (used in) financing activities .............................         196       (1,100)
                                                                                     ---------    ---------

Net increase (decrease) in cash and cash equivalents ............................       3,889      (32,191)
Cash and cash equivalents at beginning of year ..................................      49,703      111,414
                                                                                    ---------    ---------
Cash and cash equivalents at end of period ......................................   $  53,592    $  79,223
                                                                                    ---------    ---------
                                                                                    ---------    ---------
</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>
                                                                                       Net Unrealized
                                                                                      Gains (Losses) on
                                         Ordinary   Additional               Employee   Available-for-    Total
                                         Shares at    Paid-in    Retained     Benefit       Sale       Shareholders'
                                         Par Value    Capital    Earnings     Trusts     Securities       Equity
                                        ----------- ----------- ----------- ------------ ----------- --------------
<S>                                        <C>        <C>        <C>          <C>          <C>          <C>
Balance, January 1, 1999..............     $  3,221   $  62,199  $  318,785   $ (52,282)   $ (3,442)    $ 328,481

Unrealized gains (losses) on
   available-for-sale securities......            -           -           -           -      (2,199)       (2,199)
Net income............................            -           -      20,353           -           -        20,353
                                        ----------- ----------- ----------- ------------ ----------- --------------
Balance, March 31, 1999...............     $  3,221   $  62,199   $ 339,138   $ (52,282)   $ (5,641)    $ 346,635
                                        ----------- ----------- ----------- ------------ ----------- --------------
                                        ----------- ----------- ----------- ------------ ----------- --------------
</TABLE>
<TABLE>
<CAPTION>


                                                                                        Net Unrealized
                                                                                       Gains (Losses) on
                                          Ordinary   Additional               Employee  Available-for-     Total
                                          Shares at    Paid-in    Retained     Benefit      Sale       Shareholders'
                                          Par Value    Capital    Earnings     Trusts     Securities      Equity
                                        ----------- ----------- ----------- ------------ ------------ -------------
<S>                                        <C>         <C>       <C>          <C>         <C>            <C>
Balance, January 1, 2000...............    $ 3,222     $ 62,307  $ 559,344    $ (54,033)  $ (18,365)     $ 552,475

Unrealized gains (losses) on
   available-for-sale securities.......          -            -          -            -      (3,683)        (3,683)
Purchase of shares by the
   employee benefit trusts.............          -            -          -       (1,831)          -         (1,831)
Exercise of employee share
   options, including income
   tax effect..........................          -        1,475          -        2,784           -          4,259
Realized gains (losses) on disposal
   of shares held by the employee
   benefit trusts                                -         (213)         -            -           -           (213)
Net income (loss)......................          -            -    (55,538)           -           -        (55,538)
                                       ------------ ----------- ----------- ------------ ------------ -------------
Balance, March 31, 2000................    $ 3,222     $ 63,569  $ 503,806    $ (53,080)  $ (22,048)     $ 495,469
                                       ------------ ----------- ----------- ------------ ------------ -------------
                                       ------------ ----------- ----------- ------------ ------------ -------------

</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
                                                                                                March 31,
                                                                                      -------------------------
                                                                                          2000          1999
                                                                                      ------------   ----------
<S>                                                                                      <C>          <C>
Net income (loss)................................................................        $ (55,538)   $  20,353

Other comprehensive income (loss) net of income taxes:

Unrealized gains (losses) on  available-for-sale  securities  arising during the
   period, net of income taxes and deferred policy acquisition cost amortization
   adjustments of $7,584 in 2000 and $2,861 in 1999..............................           (3,683)      (2,199)
                                                                                      ------------ ------------
Other comprehensive income (loss)................................................           (3,683)      (2,199)
                                                                                      ------------ ------------
Comprehensive income (loss)......................................................        $ (59,221)   $  18,154
                                                                                      ------------ ------------
                                                                                      ------------ ------------

</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 ("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.

     The  results  for the three  month  period  ended  March  31,  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 and changes in  unrealized  gains or losses on  available-for-sale
securities.


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 or loss by the
weighted  average number of ordinary  shares  outstanding  during the applicable
period,  excluding  shares held by the employee  share option trust which do not
rank for dividend.

    The Group has issued  employee  share  options,  which are  considered to be
potentially  dilutive.  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." As the Company  recorded a net
loss for the three  months  ended March 31,  2000,  the  calculation  of diluted
earnings per share for this period does not include these  potentially  dilutive
options as they are  anti-dilutive  and would  result in a reduction of net loss
per share.  If the Company had  reported  net income for the three  months ended
March 31, 2000, there would have been an additional  11,563,292  shares included
in the calculation of diluted earnings per share.

<PAGE>
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
                                                                                                  March 31,
                                                                                     ------------------------------
                                                                                         2000               1999
                                                                                     -----------        -----------
<S>                                                                                  <C>                <C>
Net income (loss) ...............................................................       $ (55,538)        $ 20,353

Basic:
Weighted average number of ordinary shares outstanding, excluding shares
   held by the employee share option trust ......................................      50,083,932        49,897,182
                                                                                    -------------       -----------
Earnings (loss) per share and ADR, basic ........................................    $      (1.11)            $0.41
                                                                                    -------------       -----------
                                                                                    -------------       -----------

Diluted:
Weighted average number of ordinary shares outstanding, excluding shares
   held by the employee share option trust ......................................      50,083,932        49,897,182
Effect of dilutive securities (employee share options) ..........................               -         1,443,864
                                                                                    -------------       -----------
Weighted average ordinary shares used in dilutive earnings
   per share calculations .......................................................      50,083,932        51,341,046
                                                                                    -------------       -----------
Earnings (loss) per share and ADR, diluted ......................................   $       (1.11)            $0.40
                                                                                    -------------       -----------
                                                                                    -------------       -----------

</TABLE>

Earnings per ADR are equivalent to earnings per ordinary share,  following the 4
for 1 split of ADRs during the first  quarter of 2000.  For further  information
see Part II, Item 2 on page 19.


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.  The only material
change in segmental  assets  during the first quarter of 2000 was in the venture
capital management segment,  where assets decreased by $43.6 million from $277.8
million  as of  December  31,  1999,  primarily  caused  by  the  change  in net
unrealized gains on listed equity securities in the trading account.

    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 March 31, 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 $2,417 and  $3,422,  respectively.  These  management  fees have been
approved by the insurance regulatory body in the U.S. state of domicile.
<PAGE>

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
                                                                                             March 31,
                                                                                       -------------------
                                         REVENUES                                        2000       1999
                                                                                       --------   --------
                                                                                           (In thousands)
<S>                                                                                    <C>        <C>
Operating segments:
Life insurance and annuities (1), (2)............................................      $ (1,704)  $ 53,852
Asset management (1).............................................................         1,902      1,440
Financial advisory services .....................................................         6,044      4,981
Venture capital management (2) ..................................................       (32,785)     3,518
                                                                                        -------    -------
                                                                                        (26,543)    63,791
Reconciliation of segment amounts to consolidated amounts:
Interest income .................................................................           559      1,027
                                                                                        -------   --------
Consolidated revenues and investment gains (losses) .............................      $(25,984)  $ 64,818
                                                                                        -------   --------
                                                                                        -------   --------

                              INCOME BEFORE INCOME TAX EXPENSE

Operating segments:
Life insurance and annuities (1), (2)............................................     $ (29,441)  $ 30,671
Asset management (1).............................................................           647         68
Financial advisory services .....................................................          (639)       185
Venture capital management (2)...................................................       (34,642)     1,154
                                                                                       --------    -------
                                                                                        (64,075)    32,078
Reconciliation of segment amounts to consolidated amounts:
Interest income .................................................................           559      1,027
Corporate expenses ..............................................................        (1,429)    (1,239)
Goodwill amortization ...........................................................           (58)       (59)
Interest expense ................................................................           (12)        (5)
                                                                                       --------    -------
Consolidated income (loss) before income tax expense ............................     $ (65,015)  $ 31,802
                                                                                       --------    -------
                                                                                       --------    -------
-------------------------

(1) Intersegmental revenue in asset management segment from life insurance
    and annuities segment .......................................................    $     535     $   277
                                                                                      --------     -------
                                                                                      --------     -------
(2) Intersegmental revenue in venture capital management segment from life
    insurance and annuities segment .............................................      $ 1,882     $ 3,145
                                                                                      --------     -------
                                                                                      --------     -------
</TABLE>
<PAGE>


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

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.


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.

     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 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.

<PAGE>


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

Life Insurance and Annuities

    The following  table sets out, for the three months ended March 31, 2000 and
1999,  an analysis of the life  insurance  and  annuities  segment's  results of
operations.

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                               --------------------
                                                                  2000       1999
                                                               ---------   --------
                                                                   (In thousands)
<S>                                                            <C>         <C>
Revenues:
Investment income .............................................$ 22,664    $ 18,424
Insurance policy charges ......................................   1,827       1,522
Realized investment gains (losses) ............................   8,700        (243)
Unrealized investment gains (losses) on trading securities .... (35,325)     33,915
Other fee income ..............................................     430         234
                                                               --------     -------
Total revenues and investment gains (losses) ..................  (1,704)     53,852

Expenses:
Interest credited on insurance policyholder accounts ..........  20,445      17,298
Amortization of deferred policy acquisition costs .............   5,295       4,066
Mortality expenses ............................................      33        (222)
Commissions ...................................................      69          76
General and administrative expenses ...........................   1,895       1,963
                                                               --------     -------
                                                                 27,737      23,181
                                                               --------     -------

Income (loss) before income tax expense ......................$ (29,441)   $ 30,671
                                                               --------     -------
                                                               --------     -------
</TABLE>


     London Pacific Life & Annuity  Company  ("LPLA")  contributed a loss before
income  taxes of $29.4  million to the  Group's  overall  results  for the first
quarter of 2000, a decrease of $60.1  million over the same period in 1999.  Net
realized and unrealized investment gains for 2000 decreased by $60.3 million and
amortization of deferred policy acquisition costs increased by $1.2 million over
1999,  partially  offset by an  increase of $1.1  million in the spread  between
investment income and interest credited to policyholder accounts.

     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 five
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.

    Premiums for all life  and  annuity products  were $105.3  million  for  the
first  quarter  of  2000,  an  increase  of  148% over  the  premiums  received
in  the  first  quarter  of  1999.  This  increase  in  premiums  reflects  the

<PAGE>

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

continuing strong performance of the five-year  guaranteed rate annuity product,
Regal Accumulator 5, which added approximately $54.9 million in sales during the
first quarter of 2000. LPLA introduced this product during the second quarter of
1999.  A seven-year  guaranteed  rate version of this product and a new six-year
guaranteed rate product will be introduced during the second quarter of 2000.

    Interest and dividend  income on investments  was $22.7 million in the first
quarter of 2000 as  compared  with  $18.4  million  in 1999.  This $4.3  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 March 31, 2000 was $135.8 million compared
with $91.0 million as of December 31, 1999.

    Net investment losses were $26.6 million, including the $35.3 million change
in net  unrealized  gains on the listed  equity  securities  held in the trading
account  from  $165.3  million as of December  31, 1999 to $130.0  million as of
March 31,  2000.  LPLA sold a portion  of one of its  holdings  during the first
quarter of 2000, which resulted in a $8.8 million realized gain. As of March 31,
2000, LPLA's investment portfolio included three former private preferred stocks
that have been  converted to listed  common  equities and two  convertible  bond
holdings in publicly  traded  companies.  Subsequent  to March 31, 2000,  one of
LPLA's  private  portfolio  companies  completed  its initial  public  offering.
Another portfolio company is currently in registration.

     Total cash and  securities  remained  level at $1.5 billion as of March 31,
2000 compared with December 31, 1999. On total average cash and  securities  for
the first quarter of 2000, the average annualized net return, including realized
and unrealized capital gains and losses was -1.01% in the first quarter of 2000,
as compared with 15.52% for the same period in 1999.

    Policy  surrender and mortality  charge income  increased by $0.3 million in
the first quarter of 2000 to $1.8 million, as compared with $1.5 million for the
same period in 1999. Full policy  surrenders  totaled $31.6 million in the first
quarter of 2000, a $15.1 million increase compared with the same period in 2000.
Although  there was a large increase in full policy  surrenders,  the surrenders
primarily  occurred  in older  blocks of  policies  where the  surrender  charge
periods  are in their  later  stages,  resulting  in a lower  average  surrender
charge.

     Mortality  expenses  were $0.3 million  higher in the first quarter of 2000
compared to the same period in 1999.  The  increase was  primarily  due to death
claims on universal life policies.

    Interest credited on policyholder  accounts increased by $3.1 million in the
first quarter of 2000 to $20.4  million,  as compared with $17.3 million for the
same period in 1999. The increase was primarily due to new business growth and a
slight increase in overall policy  crediting rates. The average rate credited to
policyholders  was 5.44% in the first  quarter of 2000,  as compared with 5.39 %
for the same period in 1999.

    Amortization  of deferred policy  acquisition  costs was $5.3 million in the
first quarter of 2000, an increase of $1.2 million from the same period in 1999.
The increase  was  primarily  due to new  business  growth and a higher level of
policy surrenders.

    General and  administrative  expenses were $1.9 million in the first quarter
of 2000, compared with $2.0 million in the first quarter of 1999. The annualized
expense  ratio for the first  quarter of 2000,  which is defined as general  and
administrative   expenses  divided  by  the  average  book  value  of  cash  and
investments, was 0.5% as compared with 0.6% for the same period in 1999.


<PAGE>

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

     On December 24, 1999,  the Group formed a new insurance  company in Jersey,
Channel  Islands.  London  Pacific  Assurance  Limited is now  selling a similar
product to LPLA's Regal Accumulator,  which is called a "guaranteed bond" in the
U.K. Initially,  sales were restricted to the Jersey, Channel Islands market and
sales for the first quarter of 2000 were minimal.  Subsequent to March 31, 2000,
sales have  increased  steadily with an increasing  number of potential  clients
currently in the  pipeline.  Sales have now been  extended  into the U.K. which
should have an impact on sales volume for the remainder of the year.


Asset Management

    The following  table sets out, for the three months ended March 31, 2000 and
1999, an analysis of the asset management segment's results of operations.

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             March 31,
                                                       ---------------------
                                                          2000       1999
                                                       ---------- ----------
                                                           (In thousands)
<S>                                                     <C>         <C>
Revenues ........................................       $   1,902   $  1,440
Operating expenses...............................           1,255      1,372

                                                       ---------- ----------
Income before income tax expense ................       $     647   $     68
                                                       ---------- ----------
                                                       ---------- ----------
</TABLE>

    Income from the asset management  segment  increased by $0.6 million to $0.6
million in the first quarter of 2000.  This increase was primarily  attributable
to improved first quarter 2000 results at Berkeley Capital  Management  ("BCM"),
the Group's U.S. fund manager.

    BCM's  management  fees on wrap  accounts  increased by $0.2 million to $1.1
million,  consistent  with the increase in the average  total asset value of the
wrap accounts for the first quarter 2000 to $0.9  billion.  Total  revenues were
$1.4  million in the first  quarter of 2000  compared  with $1.2  million in the
first quarter of 1999. BCM's expenses  decreased by $0.1 million to $1.2 million
primarily due to a decrease in staff costs which resulted from lower commissions
to the company's wrap account  wholesalers.  Wrap account sales during the first
quarter of 2000 were $98.5 million compared with $157.0 million during the first
quarter of 1999.

    Included  in the  revenues  of the  asset  management  and  venture  capital
management segments are fees from the insurance business segment of $2.4 million
(compared  with $3.4 million in the first quarter of 1999) which are approved by
LPLA's  insurance  regulatory  body in its U.S. state of domicile.  In the first
quarter  of  2000,  $0.5  million  of  these  fees was  allocated  to the  asset
management   business  segment  (including  $0.4  million  to  the  Jersey  fund
management  operation)  and $1.9 million was  allocated  to the venture  capital
management business segment.


<PAGE>

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

Financial Advisory Services

    The following  table sets out, for the three months ended March 31, 2000 and
1999,  an analysis  of the  financial  advisory  services  segment's  results of
operations.

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                           March 31,
                                                     -------------------
                                                       2000       1999
                                                     --------   --------
                                                        (In thousands)
<S>                                                  <C>       <C>
Revenues:
Financial advisory services fees ..............      $ 6,044    $ 4,981

Expenses:
Commissions ...................................        4,373      3,273
Operating expenses ............................        2,310      1,523
                                                    --------   --------
                                                       6,683      4,796
                                                    --------   --------
Income (loss) before income tax expense .......       $ (639)    $  185
                                                    --------   --------
                                                    --------   --------

</TABLE>

    Financial advisory services income decreased from a $0.2 million gain in the
first quarter of 1999 to a $0.6 million loss in the first quarter of 2000.

    Revenues of SAI Financial Advisors ("SAI") increased by $1.1 million to $6.0
million in the first quarter 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 $1.6  billion at the end of the first
quarter of 2000 from $1.3 billion at the end of the first quarter of 1999, after
excluding $263 million in assets  administered  by Select  Benefit  Consultants,
Inc.,  which  was sold on  December  31,  1999.  The total  number of  financial
advisors  increased  from 163 at the end of the first  quarter of 1999 to 228 at
the end of the first  quarter of 2000.  There was a  corresponding  increase  in
commission expense of $1.1 million to $4.4 million.

    SAI's gross revenues less  commissions  decreased by 2% in the first quarter
of 2000. The rate of growth in revenues less commissions did not correspond with
the rate of growth in gross  revenues  primarily as a result of the  contractual
decline in the  percentage  of fees received for the  administration  of managed
portfolios on behalf of another  company.  During the first quarter of 1999, SAI
received 65% of the revenue stream on that contract and during the first quarter
of 2000 SAI received 25% of the revenue stream.  These percentage decreases were
contractually  set in 1996 and the contract  was set to expire on September  30,
1999. During the second quarter of 1999,  management negotiated a new three-year
contract at a rate of 25% of the revenue stream, effective from October 1, 1999.
There was no  corresponding  decline in SAI's  operating  costs related to these
portfolio administration services.

    Operating   expenses,   excluding  costs  of  the  Group's   Internet  based
initiative,  increased  by 20% to $1.8  million  in the  first  quarter  of 2000
compared with the first quarter of 1999.  Staff costs increased by 17% primarily
due to staffing additions made throughout 1999, as the company positioned itself
for expected future growth in 2000 and beyond.  Excluding staff costs, operating
expenses  increased by 26% in the first  quarter of 2000 compared with the first
quarter of 1999, primarily due to increases in advertising costs.

<PAGE>


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

    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  where it should be
possible to add sizeable revenue blocks at higher margins.

    In late 1999,  the Group decided to make the SAI 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  development  costs for this
initiative in the first  quarter of 2000 were $0.5  million,  and it is expected
that further  development  costs will increase  total  expenses in the financial
advisory services segment throughout 2000.


Venture Capital Management

    The following  table sets out, for the three months ended March 31, 2000 and
1999,  an  analysis  of the  venture  capital  management  segment's  results of
operations.

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             March 31,
                                                       ---------------------
                                                          2000       1999
                                                       ---------- ----------
                                                           (In thousands)
<S>                                                    <C>         <C>
Revenues:
Management fees ................................       $   3,806    $ 3,145
Investment income ..............................             145        373
Realized investment gains ......................              84          -
Unrealized investment gains (losses) ...........         (36,820)         -
                                                      ---------- ----------
Total revenues and investment gains (losses) ...         (32,785)     3,518
Operating expenses .............................           1,857      2,364
                                                      ---------- ----------
Income (loss) before income tax expense ........       $ (34,642)   $ 1,154
                                                      ---------- ----------
                                                      ---------- ----------
</TABLE>


    Venture  capital  management  income declined from $1.2 million in the first
quarter of 1999 to a loss of $34.6  million in the first  quarter of 2000.  This
loss was  attributable to the change in net unrealized  gains for the quarter on
the listed equity  securities  held in the trading  account.  These positions in
listed equity securities resulted from private equity transactions in technology
companies.  There was a significant  decline in the market for technology stocks
towards the end of the first quarter.

    The change in the net unrealized  gains in the listed equity  portfolio from
the end of 1999 to  March  31,  2000  was a  decline  of  $36.8  million.  Total
unrealized  gains in this portfolio as of December 31, 1999 were $199.8 million.
These unrealized gains dropped to $163.0 million as of March 31, 2000. A decline
in  value  of  $94.1  million  on one  investment  was  partially  offset  by an
unrealized  gain of $56.0 million on another  investment that went public during
the first quarter of 2000.

    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  sales or
redemptions in the latter part of 1999 and the first quarter of 2000.
<PAGE>

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


Corporate and Other

    Corporate expenses increased by 15% to $1.4 million for the first quarter of
2000,  primarily  due to the costs of raising  the public  profile of the Group,
including the hiring of a public relations firm.

    Interest  income  earned  by the Group  (excluding  the life  insurance  and
annuity business) decreased by $0.5 million to $0.6 million in the first quarter
of 2000 as  compared  with  the  first  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  the first  quarter of 1999 and the first  quarter of
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  securities  are exempt from Jersey and
Guernsey taxation.

     The  effective  tax rate, as a percentage of income before income taxes for
the  first  quarter  of 1999,  was 36%.  The  high tax rate in this  period  was
attributable to the high percentage (96%) of income contributed by the U.S. life
insurance and annuity  company which is subject to federal tax at  approximately
35%. The  effective  tax credit rate,  as a percentage of the loss before income
taxes for the first  quarter of 2000,  was 15%.  This lower  effective  tax rate
reflects the fact that only 45% of the first quarter loss was contributed by the
U.S.  life  and  annuity  company,  and  that  57% of  the  first  quarter  loss
represented  net capital losses from the Jersey and Guernsey  operations  (where
capital gains are not taxed).


Liquidity and Capital Resources

     On a consolidated  basis as of March 31, 2000, cash and cash equivalents of
the Group,  excluding the life  insurance  business  segment,  amounted to $35.5
million.  The Group,  excluding the life insurance  business segment,  also held
$120.8  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  $37.6  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  decreased  in the first three months of 2000 by $57.0
million to $495.5 million, primarily due to the net loss for the period of $55.5
million  ($1.11  per  ordinary  share and ADR).  $53.1  million  of loans to the
Company's  employee share option trusts have been netted  against  shareholders'
equity. These loans will be repaid as employees exercise their share options.

    As of  March  31,  2000  and  December  31,  1999,  the  Group  had no  bank
borrowings,  bond issues or convertible securities  outstanding.  However, as of
these dates, $12.4 million and $11.8 million, respectively, of the Group's $50.0
million  bank  facility  had been  utilized in the form of letters of credit and
guarantees in connection with certain portfolio companies.
<PAGE>

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

Year 2000 Computer Issues

     To date, the Group has not encountered any material  problems with internal
systems,  software,  equipment  and  facilities  relating  to the  inability  to
recognize appropriate dates related to the year 2000. In addition,  the Group is
not aware of any  material  year 2000  problems  with  customers,  suppliers  or
vendors.  Accordingly, the Group does not anticipate incurring material expenses
or  experiencing  any material  operational  disruptions as a result of any year
2000 issues.


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")  attempts to minimize its  exposure to interest  rate
fluctuations  by managing the  characteristics  of its assets and liabilities so
that the effects of changes are reasonably likely to be offset. LPLA's principal
asset/liability  management  goal  is to  achieve  sufficient  cash  flows  from
invested assets to fund contractual  obligations,  while  maximizing  investment
returns.  Historically,  LPLA has not used derivative  financial  instruments to
achieve its asset/liability management goals.

    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.  To
demonstrate the sensitivity of LPLA's assets and liabilities, tests performed on
LPLA's assets and  liabilities  indicated  that, as of March 31, 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  is
approximately $1.4 billion, would have decreased by $66.1 million, compared with
a decrease of $56.1  million for the  calculated  market  value of  liabilities,
which are approximately $1.3 billion. Conversely, a sudden decrease of 100 basis
points  would have  increased  the  investment  portfolio's  fair value by $70.5
million, compared with an increase in the calculated market value of liabilities
of $49.9 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 forecasted with certainty, and can deviate materially from the assumed
results.


Equity Price Risk

    The Group,  including  LPLA,  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 and  instruments  that derive their value from a particular  stock, a
group of stocks or a stock  index.  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.
<PAGE>

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

    If the market price of the Group's  listed equity  portfolio as of March 31,
2000 and 1999, which totaled $339.4 million and $72.6 million, respectively, had
abruptly  increased or  decreased by 20%, the market value of the listed  equity
portfolio  would have increased or decreased by $67.9 million and $14.5 million,
respectively.



                           Part II - OTHER INFORMATION


Item 1.    LEGAL PROCEEDINGS

    There are no legal proceedings pending against the Group which are likely to
have a  material  adverse  effect  on  the  financial  position  or  results  of
operations of the Company and its subsidiaries.



Item 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

    During the first quarter of 2000,  the Company  completed a 4 for 1 split of
its American Depositary Receipts ("ADRs").  Effective from the close of business
on March 23,  2000,  each  American  Depositary  Share  ("ADS")  represents  one
Ordinary  Share. On March 24, 2000, ADS holders  received three  additional ADSs
for every one ADS they held on the record date of March 23, 2000. This ADR split
did not affect the Company`s Ordinary Shares that are listed on the London Stock
Exchange.

    A registration  statement  relating to the above ADR split was filed on Form
F-6 with the U.S.  Securities  and Exchange  Commission on March 14, 2000 and is
incorporated herein by reference.



Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

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

EXHIBIT NO.     TITLE

   3.7          Form of Deposit  Agreement  dated as of September  25, 1992, as
                amended and restated  as of November  24, 1993,  as further
                amended and  restated as of March 14, 2000 among London Pacific
                Group Limited,  The Bank of New York as Depositary,  and all
                Owners  and  Holders  from  time to time of  American Depositary
                Receipts issued thereunder.*

   27           Financial Data Schedule for the three months ended
                March 31, 2000.



                --------------------------
                * Incorporated by reference to Exhibit A filed with the
                  Company's 1933 Act Registration Statement on Form F-6 on March
                  14, 2000 (Registration No. 333-11658).
<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: May 3, 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 Number       Title
--------------       -----
    27               Financial Data Schedule for the three months ended
                     March 31, 2000.