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, 2008

                                       OR

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


                         Commission file number 0-21874

                           Berkeley Technology Limited

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


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

                                One Castle Street
                           St. Helier, Jersey JE2 3RT
                                 Channel Islands
                    (Address of principal executive offices)
                                   (Zip Code)

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


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

    Indicate by check  mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the  definitions  of "large  accelerated  filer,"  "accelerated  filer"  and
"smaller  reporting  company" in Rule 12b-2 of the  Exchange  Act.  (Check one):
Large accelerated  filer [ ] Accelerated  filer [ ]  Non-accelerated  filer [ ]
Smaller reporting company [X]                        (Do not check if a smaller
                                                     reporting company)


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

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

<PAGE>


                                TABLE OF CONTENTS


                                     PART I

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

           Unaudited Condensed Consolidated Balance Sheets as of September 30, 2008 and
               December 31, 2007............................................................................    3

           Unaudited Condensed Consolidated Statements of Operations for the nine months
               ended September 30, 2008 and 2007............................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
               ended September 30, 2008 and 2007............................................................    5

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the nine months
               ended September 30, 2008.....................................................................    6

           Unaudited Consolidated Statements of Comprehensive Income for the nine months
               ended September 30, 2008 and 2007............................................................    7

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

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   20

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.......................................   28

Item 4.    Controls and Procedures..........................................................................   28


                                     PART II

                                OTHER INFORMATION

Item 1A.   Risk Factors.....................................................................................   28

Item 4.    Submission of Matters to a Vote of Security Holders..............................................   29

Item 6.    Exhibits.........................................................................................   29

Signature  .................................................................................................   30

</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                                    September 30,     December 31,
                                                                                        2008              2007
                                                                                    -------------     -------------
                                            ASSETS
<S>                                                                                 <C>               <C>
Current assets:
   Cash and cash equivalents......................................................  $      13,064(1)  $      14,568
   Accounts receivable, less allowances of $34 as of September 30, 2008
       and December 31, 2007......................................................            233               423
   Interest receivable............................................................              3                14
   Prepaid expenses and deposits..................................................             84               164
                                                                                    -------------     -------------
Total current assets..............................................................         13,384            15,169

Private equity investments (at lower of cost or estimated fair value).............          1,734(1)          1,984
Property and equipment, net of accumulated depreciation of $176 and $175
   as of September 30, 2008 and December 31, 2007, respectively...................             11                14
                                                                                    -------------     -------------
Total assets......................................................................       $ 15,129          $ 17,167

                                                                                    -------------     -------------
                                                                                    -------------     -------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses..........................................  $         554     $         547
   Policyholder liabilities (due in less than one year)...........................            130                46
                                                                                    -------------     -------------
Total current liabilities.........................................................            684               593

Policyholder liabilities (due in more than one year)..............................              -                95
                                                                                    -------------     -------------
Total liabilities.................................................................            684               688

                                                                                    -------------     -------------
Commitments and contingencies (See Note 7)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of September 30, 2008
   and December 31, 2007..........................................................          3,222             3,222
Additional paid-in capital........................................................         67,840            67,789
Retained earnings.................................................................          6,380             8,465
Employee benefit trusts, at cost (13,522,381 shares as of
   September 30, 2008 and December 31, 2007)......................................        (62,598)          (62,598)
Accumulated other comprehensive loss..............................................           (399)             (399)
                                                                                    -------------     -------------
Total shareholders' equity........................................................         14,445            16,479
                                                                                    -------------     -------------
Total liabilities and shareholders' equity........................................  $      15,129     $      17,167
                                                                                    -------------     -------------
                                                                                    -------------     -------------

<FN>
(1) The  Company's  insurance  subsidiary,   London  Pacific  Assurance  Limited ("LPAL"),  holds $10,555 of the Group's
    $13,064 in cash and cash equivalents and $1,594 of the Group's  $1,734 in private  equity  investments  which are
    only available to fund the operations or commitments of LPAL, and not to the parent company or any of the other
    subsidiaries.
</FN>
</TABLE>

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

                                       3
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except per share and ADS amounts)
<TABLE>
<CAPTION>
                                                                               Three Months Ended      Nine Months Ended
                                                                                  September 30,           September 30,
                                                                              --------------------    --------------------
                                                                                2008       2007         2008        2007
                                                                              ---------  ---------    ---------  ---------

Revenues:
<S>                                                                           <C>        <C>          <C>        <C>
Consulting fee income.................................................        $     150  $     447    $     414  $   1,017
Investment income.....................................................               72        196          271        632
Net realized investment gains (losses)................................             (250)         -           20      1,198
                                                                              ---------  ---------    ---------  ---------
                                                                                    (28)       643          705      2,847
Expenses:
Operating expenses....................................................              975        766        2,784      2,557
Amounts credited on insurance policyholder accounts...................                1          2            4         42
                                                                              ---------  ---------    ---------  ---------
                                                                                    976        768        2,788      2,599
                                                                              ---------  ---------    ---------  ---------
Income (loss) before income tax expense...............................           (1,004)      (125)      (2,083)       248

Income tax expense....................................................                -          -            2          2
                                                                              ---------  ---------    ---------  ---------
Net income (loss).....................................................        $  (1,004) $    (125)   $  (2,085) $     246
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------





Basic and diluted earnings (loss) per share...........................        $   (0.02) $   (0.00)   $   (0.04) $    0.00
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------

Basic and diluted earnings (loss) per ADS.............................        $   (0.20) $   (0.02)   $   (0.41) $    0.05
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------

</TABLE>
















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

                                       4
<PAGE>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

<S>                                                                                  <C>               <C>
Net cash used in operating activities.............................................   $     (1,754)     $       (779)


Cash flows from investing activities:
Purchases of available-for-sale equity securities.................................              -            (1,000)
Proceeds from maturity of held-to-maturity fixed maturity securities..............              -             3,000
Proceeds from maturity of available-for-sale fixed maturity securities............              -             9,000
Proceeds from WorldCom, Inc. securities litigation settlement.....................            270             1,198
Capital expenditures..............................................................             (2)                -
                                                                                     ------------      ------------
Net cash provided by investing activities.........................................            268            12,198
                                                                                     ------------      ------------

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

Effect of exchange rate changes on cash...........................................            (18)               14
                                                                                     ------------      ------------

Net increase (decrease) in cash and cash equivalents..............................         (1,504)            7,923
Cash and cash equivalents at beginning of period..................................         14,568             6,707
                                                                                     ------------      ------------
Cash and cash equivalents at end of period .......................................   $     13,064      $     14,630
                                                                                     ------------      ------------
                                                                                     ------------      ------------


</TABLE>

















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





                                       5
<PAGE>

                   BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                 (In thousands)

                                                                                            Accumulated
                                                                                               Other
                                    Ordinary Shares     Additional               Employee      Compre-      Total
                                 ---------------------   Paid-in     Retained     Benefit      hensive   Shareholders'
                                  Number      Amount     Capital     Earnings     Trusts        Loss       Equity
                                 -----------------------------------------------------------------------------------

Balance as of
<S>                                <C>      <C>         <C>         <C>         <C>          <C>           <C>
   December 31, 2007............    64,439  $    3,222  $   67,789  $    8,465  $   (62,598) $     (399) $    16,479

Net loss........................         -           -           -      (2,085)           -           -       (2,085)
Share based compensation,
   including income tax
   effect of $0.................         -           -          51           -            -           -           51

                                 ---------  ----------  ----------  ----------  -----------  ----------  -----------
Balance as of
   September 30, 2008...........    64,439  $    3,222  $   67,840  $    6,380  $   (62,598) $     (399) $    14,445
                                 ---------  ----------  ----------  ----------  -----------  ----------  -----------
                                 ---------  ----------  ----------  ----------  -----------  ----------  -----------

</TABLE>





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


                                       6
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
                                                                               Three Months Ended      Nine Months Ended
                                                                                  September 30,           September 30,
                                                                              --------------------    --------------------
                                                                                2008       2007         2008       2007
                                                                              ---------  ---------    ---------  ---------

<S>                                                                           <C>        <C>          <C>        <C>
Net income (loss).....................................................        $  (1,004) $    (125)   $  (2,085) $     246

Other comprehensive income, net of deferred income taxes:

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

Change in net unrealized gains and losses:
   Unrealized holding gains and losses on available-for-sale securities               -          1            -         14
                                                                              ---------  ---------    ---------  ---------
Other comprehensive income ...........................................                -          1            -         19
                                                                              ---------  ---------    ---------  ---------
Comprehensive income (loss)...........................................        $  (1,004) $    (124)   $  (2,085) $     265
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------



</TABLE>

















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

                                       7
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2008

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


Note 1.   Basis of Presentation and Principles of Consolidation

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

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

       While the Company's  management  believes that the disclosures  presented
are adequate to make the information not misleading,  these Financial Statements
should be read in conjunction with the audited financial  statements and related
notes for the year ended December 31, 2007, which are contained in the Company's
Annual  Report  on Form  10-K,  filed  with the  U.S.  Securities  and  Exchange
Commission  ("SEC") on March 31, 2008. The December 31, 2007  condensed  balance
sheet data was derived from audited  financial  statements  but does not include
all disclosures required by U.S. GAAP.

       The results for the nine month  period ended  September  30, 2008 are not
indicative of the results to be expected for the full fiscal year.

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

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

Use of Estimates

       The  preparation  of financial  statements in  conformity  with U.S. GAAP
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities as of the date of these unaudited condensed  consolidated  financial
statements

                                       8
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

as well as the reported  amount of revenues and expenses  during this  reporting
period. Actual results could differ from these estimates. Certain estimates such
as fair value and actuarial  assumptions have a significant  impact on the gains
and losses  recorded on  investments  and the balance of life  insurance  policy
liabilities.  Other  accounting  policies  that  include  significant  estimates
include the measurement of the Group's deferred tax asset and the  corresponding
valuation allowance,  and fair value estimates for the expense of employee share
options.

Recently Issued Accounting Pronouncements

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

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

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

       In May 2008, the FASB issued Statement of Financial  Accounting Standards
No. 162, "The  Hierarchy of Generally  Accepted  Accounting  Principles"  ("SFAS
162").  This statement  identifies the sources of accounting  principles and the
framework  for  selecting  the  principles  to be  used  in the  preparation  of
financial  statements  of  non-governmental   entities  that  are  presented  in
conformity with generally  accepted  accounting  principles in the United States
("US  GAAP").  This  statement  will be effective  60 days  following  the SEC's
approval of the Public Company Accounting  Oversight Board ("PCAOB")  amendments
to AU Section 411, "The Meaning of Present  Fairly in Conformity  With Generally
Accepted Accounting  Principles." The Company is currently evaluating the effect
that  the  adoption  of  SFAS  162  will  have  on  its  consolidated  financial
statements.

                                       9
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2.   Earnings Per Share and ADS

       The Company calculates earnings per share in accordance with Statement of
Financial  Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"). This
statement  requires the  presentation  of basic and diluted  earnings per share.
Basic  earnings  per share is  calculated  by dividing net income or loss by the
weighted-average  number of Ordinary  Shares  outstanding  during the applicable
period,  excluding  shares  held by the ESOT and the ALOT which are  regarded as
treasury  stock for the  purposes  of this  calculation.  The Company has issued
Ordinary Share options,  which are considered  potential common stock under SFAS
128. The Company has also issued  Ordinary Share warrants to Bank of Scotland in
connection  with the Company's  bank facility (now  terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the  weighted-average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury Stock Method."

       For the three and nine month periods ended September 30, 2008, there were
no  "in-the-money"  options or warrants,  and therefore no potentially  dilutive
securities.  As a result,  if the Company had  reported net income for the three
and nine month periods  ended  September  30, 2008,  diluted  earnings per share
would be the same as basic  earnings per share.  If the Company had reported net
income for the three month period  ended  September  30, 2007,  there would have
been an  additional  404,545  shares  included  in the  calculation  of  diluted
earnings per share for this period.

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














                                       10
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

<TABLE>
<CAPTION>
                                                                               Three Months Ended      Nine Months Ended
                                                                                  September 30,           September 30,
                                                                              --------------------    --------------------
                                                                                2008       2007         2008       2007
                                                                              ---------  ---------    ---------  ---------
                                                                                       (In thousands, except per
                                                                                          share and ADS amounts)

<S>                                                                           <C>        <C>          <C>        <C>
Net income (loss).....................................................        $  (1,004) $    (125)   $  (2,085) $     246
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------
Basic earnings (loss) per share and ADS:
Weighted average number of Ordinary Shares outstanding,
    excluding shares held by the employee benefit trusts..............           50,917     50,917       50,917     50,917
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------

Basic earnings (loss) per share.......................................        $   (0.02) $   (0.00)   $   (0.04) $    0.00
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------

Basic earnings (loss) per ADS.........................................        $   (0.20) $   (0.02)   $   (0.41) $    0.05
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------
Diluted earnings (loss) per share and ADS:
Weighted average number of Ordinary Shares outstanding,
    excluding shares held by the employee benefit trusts..............           50,917     50,917       50,917     50,917

Effect of dilutive securities (warrants and employee share
    options)..........................................................                -          -            -        271
                                                                              ---------  ---------    ---------  ---------
Weighted average number of Ordinary Shares used in
   diluted earnings per share calculations............................           50,917     50,917       50,917     51,188
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------


Basic earnings (loss) per share.......................................        $   (0.02) $   (0.00)   $   (0.04) $    0.00
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------

Basic earnings (loss) per ADS.........................................        $   (0.20) $   (0.02)   $   (0.41) $    0.05
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------
</TABLE>

Note 3.   Investments

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


                                       11
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

       SFAS 157  defines  fair value as the price that would be received to sell
an asset or paid to  transfer  a  liability  in an orderly  transaction  between
market  participants at the measurement date (an exit price).  SFAS 157 has also
established  a fair value  hierarchy  that  prioritizes  the inputs to valuation
techniques used to measure fair value into three broad levels.  See Note 4 "Fair
Value  Measurements and Disclosures"  below for the three levels of the SFAS 157
hierarchy.  Level 3 inputs  apply to the  determination  of fair  value  for the
Group's  private equity  investments.  These are  unobservable  inputs where the
determination  of  fair  values  of  investments  requires  the  application  of
significant   judgment.   As  discussed  above,   from  January  1,  2008,  only
other-than-temporary  impairments will be recognized and the carrying value of a
private equity investment cannot be increased above its cost unless the investee
company  completes  an initial  public  offering or is  acquired.  The Group has
estimated the fair values of its private equity  investments as of September 30,
2008, and these fair values are at least equal to the carrying values, except in
the case of one of its  private  equity  investments.  The Group  recognized  an
other-than-temporary  impairment  loss  of  $250,000  on this  investment  as of
September 30, 2008. It is possible that the factors  evaluated by management and
fair values will change in subsequent periods,  resulting in material impairment
charges in future periods.

Investment Concentration and Risk

       As of September  30,  2008,  the Group's  investments  consisted of three
private corporate equity securities with individual carrying values of less then
10% of the  Group's  shareholders'  equity.  One of  these  investments,  with a
carrying value of $750,000,  is in preferred stock of a technology  company that
is a consulting  client of BICC.  Another  investment,  with a carrying value of
$140,000,  is in  preferred  stock  of  another  technology  company  that was a
consulting  client of BICC in prior years.  The third  investment has a carrying
value of $844,000 and is in preferred stock of a technology company.

       As of  September  30, 2008,  the  Company's  Jersey based life  insurance
subsidiary,  LPAL,  owned 92% of the  Group's  $1.7  million in  private  equity
securities.  LPAL is a  regulated  insurance  company,  and as such it must meet
stringent capital adequacy requirements and no transfers, except in satisfaction
of long-term business  liabilities,  are permitted from its long-term  insurance
fund without the consent of LPAL's directors and actuary. LPAL's investments are
not currently  available to fund the operations or commitments of the Company or
its other  subsidiaries.  However,  in April 2008, the Company obtained approval
from the Jersey Financial Services Commission ("JFSC") for LPAL to make dividend
payments  up to a total of $5.0  million  to the  Company  in the  future.  As a
condition of the JFSC's  approval,  the Company has agreed to provide  financial
support to LPAL in the unlikely event LPAL's funds are  insufficient  to pay off
its policy  liabilities  totaling  $130,000 as of September 30, 2008, as well as
the operational costs of LPAL.

Realized Investment Gains and Losses

       At  September  30, 2008,  the Group  recognized  an  other-than-temporary
impairment loss of $250,000 on one of its private equity  investments.  This has
been recorded in the Group's consolidated  statement of operations as a realized
investment  loss.  During the first  quarter  of 2008,  the  Company  recorded a
realized


                                       12
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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


Note 4.    Fair Value Measurements and Disclosures

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

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

       Level 1 - Inputs  are  unadjusted  quoted  prices in active  markets  for
identical assets or liabilities  that are accessible by the Company.  During the
nine months ended  September  30, 2008,  the Company's  Level 1 assets  included
money market mutual funds which are included in cash and cash equivalents in the
condensed consolidated balance sheets. As of September 30, 2008, the Company had
$698,000 in money market mutual funds, compared to $1,871,000 as of December 31,
2007.

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

       Level 3 -  Unobservable  inputs  for the  asset  or  liability  including
significant  assumptions  of the Company and other  market  participants.  As of
December  31,  2007 and  September  30,  2008,  the Group  held  $1,984,000  and
$1,734,000,  respectively,  of private equity  investments  which are carried at
cost, as adjusted for other-than-temporary impairments. In order to determine if
any  other-than-temporary  impairments exist, the Group must first determine the
fair values of its private equity investments using Level 3 unobservable inputs,
including the analysis of various  financial,  performance  and market  factors.
During  the  quarter  ended   September  30,  2008,  the  Group   recognized  an
other-than-temporary  impairment  loss of $250,000 on one of its private  equity
investments.


                                       13
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The change in carrying value of the Group's  private  equity  investments
for the nine months ended September 30, 2008 was as follows:
<TABLE>
<CAPTION>

                                                                                                     (In thousands)

<S>                                                                                                      <C>
Balance at December 31, 2007.......................................................................      $   1,984

Realized investment loss included in earnings in the third quarter of 2008 determined
   by considering fair value measurements using significant unobservable inputs (Level 3)..........           (250)
                                                                                                         ----------
Balance at September 30, 2008......................................................................      $   1,734
                                                                                                         ----------
                                                                                                         ----------
</TABLE>

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




 Note 5.   Share Based Compensation

Equity Compensation Plan

       The London Pacific Group 1990 Employee Share Option Trust ("ESOT"), which
was approved by shareholders in 1990, provides for the granting of share options
to employees and directors. Such grants to employees and directors are generally
exercisable in four equal annual  installments  beginning one year from the date
of grant, subject to employment continuation, and expire seven to ten years from
the date of grant.  Until August 2008,  options were  generally  granted with an
exercise  price equal to the fair market value of the  underlying  shares at the
date of grant.  On August 19,  2008,  the exercise  price of  4,450,000  options
granted on March 27, 2007 to employees  and directors was modified from $0.10 to
$0.31 cents,  the net book value of the shares as of December  31,  2006.  Until
further  notice,  new option grants will have an exercise price equal to the net
book value of the shares as of the end of the previous quarter.

Share Based Compensation Expense

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

       The Company adopted SFAS 123R using the modified  prospective  transition
method as permitted under SFAS 123R. Accordingly,  prior period amounts were not
restated. Under this application, the Company is required to record compensation
expense for all awards granted after the date of adoption and for the

                                       14
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

unvested  portion of previously  granted  awards that remain  outstanding at the
date of  adoption.  Prior to the  adoption of SFAS 123R,  the  Company  used the
intrinsic  value  method  as  prescribed  by  APB  25  and  thus  recognized  no
compensation  expense for options granted with exercise prices equal to the fair
market value of the Company's ordinary shares on the date of grant.

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

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

       Share based compensation expense recognized in the Company's consolidated
statements  of  operations  for the first nine months of 2008 and 2007  includes
compensation  expense for share options  granted prior to, but not yet vested as
of December  31,  2005,  as well as  compensation  expense for  4,500,000  share
options granted to employees and directors on March 27, 2007 and 3,450,000 share
options  granted  to  employees  and  directors  on August 20,  2008.  SFAS 123R
requires  forfeitures  to be  estimated  at the time of grant  and  revised,  if
necessary,  in  subsequent  periods  if actual  forfeitures  differ  from  those
estimates.  Share based compensation  expense calculated in accordance with SFAS
123R is to be based on awards  ultimately  expected to vest,  and  therefore the
expense  should be reduced for estimated  forfeitures.  The Company's  estimated
forfeiture  rate of zero  percent  for the first six  months of 2008 and for the
full  year  2007 is based  upon the fact  that all  unvested  options  relate to
longstanding  employees and directors.  However,  in September 2008, an employee
gave notice of his  resignation  effective at the end of October  2008. As such,
2,900,000  unvested  options  were  forfeited  on  October  31,  2008.  As these
forfeitures  were  expected as of September 30, 2008,  share based  compensation
expense was reduced in the third quarter of 2008 by $18,000. This represents the
reversal  of share based  compensation  expense  amortization  through the third
quarter of 2008 related to the  2,900,000  unvested and  forfeited  options.  As
discussed  below in Item 2  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations - Results of Operations by Business  Segment
- Corporate  and Other," in August  2008,  the Company  gave notice to its Chief
Financial  Officer that his current  employment  agreement would end on June 30,
2009. The Company's  share based  compensation  expense for the third quarter of
2008 includes  expense for 500,000 options which might be forfeited  unvested on
June 30, 2009, because it is still possible that they could become vested.

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

       The fair value of share option  grants to employees is  calculated  using
the Black-Scholes  option pricing model, even though this model was developed to
estimate the fair value of freely tradable,  fully transferable  options without
vesting  restrictions,  which  differ  significantly  from the  Company's  share
options. The Black-Scholes model also requires subjective assumptions, including
future share price  volatility  and expected  time to  exercise,  which  greatly
affect the calculated  values.  The expected term of options  granted is derived
from

                                       15
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

historical data on employee  exercises and post-vesting  employment  termination
behavior.  The  risk-free  rate is based on the U.S.  Treasury  rates in  effect
during the  corresponding  period of grant. The expected  volatility is based on
the  historical  volatility  of the Company's  share price.  These factors could
change in the future, which would affect the share based compensation expense in
future periods, if the Company,  through the ESOT, should grant additional share
options.

Valuation and Expense Information Under SFAS 123R

       The estimated fair value of share option compensation awards to employees
and directors,  as calculated using the Black-Scholes option pricing model as of
the date of grant, is amortized using the straight-line  method over the vesting
period of the options.  For the three months ended  September 30, 2008 and 2007,
compensation  expense related to share options under SFAS123R totaled $7,000 and
$21,000, respectively, and is included in operating expenses in the accompanying
statements of operations. For the nine months ended September 30, 2008 and 2007,
compensation  expense  related to share options under SFAS 123R totaled  $51,000
and $48,000, respectively.

       On March  27 2007,  4,500,000  options  were  granted  to  employees  and
directors at an exercise  price equal to the fair market value of the underlying
shares on the grant date which was $0.10.  These  options  were valued using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 66%,  risk-free  interest  rate of 4.52%,  weighted
average expected life of 6.25 years and expected dividend yield of zero percent.
The fair value of the  4,500,000  options was $292,000.  During 2007,  50,000 of
these  options were  forfeited.  As  discussed  above,  on August 19, 2008,  the
exercise  price of the  remaining  4,500,000  options was modified from $0.10 to
$0.31,  the net book value per share as of December 31, 2006.  The fair value of
the  modified  options  was  determined  to be  $160,000,  calculated  using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 99%,  risk-free  interest  rate of 3.04%,  weighted
average expected life of 4.85 years and expected dividend yield of zero percent.
Using  these same  assumptions,  the fair  value of the  original  4.45  million
options  immediately prior to the exercise price  modification was calculated to
be  $216,000.  As the fair value of the  modified  options is less than the fair
value  of  the  original   options   immediately   before  the  exercise   price
modification,  under SFAS123R,  there is no incremental  cost resulting from the
modification  and therefore the original  grant date fair value will continue to
be amortized  over the remaining  vesting  schedule to March 27, 2011,  less the
value of any actual or expected forfeitures of unvested options.

       On August 20, 2008,  3,450,000  options  were  granted to  employees  and
directors with an exercise  price of $0.30,  the net book value of the shares as
of June 30,  2008.  These  options were valued  using the  Black-Scholes  option
pricing model using the following  assumptions:  expected share price volatility
of 99%, risk-free interest rate of 3.27%, weighted average expected life of 6.25
years  and  expected  dividend  yield of zero  percent.  The  fair  value of the
3,450,000 options was $151,000.

       During  2007,  250,000  options  became  vested,   100,000  options  were
forfeited and no options were  exercised.  During the first nine months of 2008,
1,362,500 options became vested, 3,450,000 options were granted, no options were
forfeited  and no options  were  exercised.  At September  30, 2008,  there were
13,075,000 options  outstanding with a weighted average exercise price of $1.22.
Of these options,  6,037,500  were  exercisable at September 30, 2008, and these
have a weighted average exercise price of $2.29. The remaining 7,037,500 options
were  unvested at September  30, 2008.  These  unvested  options have a weighted
average  exercise price of $0.30. As of September 30, 2008,  total  unrecognized
compensation  expense  related to unvested share options was $195,000,  which is
expected to be recognized as follows:  $20,000 in the remainder of 2008, $67,000
in 2009,  $62,000 in 2010,  $32,000 in 2011, and $14,000 in 2012. For additional
information relating to our employee share options, see Note 12 to the Company's
consolidated  financial  statements included in our Form 10-K for the year ended
December 31, 2007.


                                       16
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       After the forfeiture of 2,900,000 unvested options on October 31, 2008 as
discussed above, there were 10,175,000 options  outstanding,  of which 6,037,500
were exercisable at that date.



Note 6.   Income Taxes

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

       The Company's  management believes that its income tax positions would be
sustained  upon  examination  by  appropriate  taxing  authorities  based on the
technical  merits of such positions,  and therefore the Company has not provided
for any  unrecognized  tax benefits at the adoption  date, and there has been no
change  to the $0  unrecognized  tax  benefits  from  January  1,  2007  through
September 30, 2008. In general,  the  Company's  tax returns  remain  subject to
examination by taxing authorities for the tax years 2004 through 2007.

            During  the third  quarter of 2008,  the  Internal  Revenue  Service
issued a private letter ruling that the Group's U.S. holding  company,  Berkeley
(USA) Holdings  Limited  ("BUSA"),  should include London Pacific Life & Annuity
Company in Liquidation  ("LCL") in its federal  consolidated tax returns for tax
years commencing with 2005. BUSA holds the common stock of LCL but BUSA does not
have voting or management control over LCL. The financial statements of LCL have
not been included in the Company's  consolidated  financial  statements and they
will not be  included  in the  future.  The Group will be  preparing  and filing
amended federal consolidated tax returns for 2005 through 2007 during the fourth
quarter of 2008, and the Group's  management  believes that the inclusion of LCL
in the  federal  consolidated  tax  returns of BUSA for 2005  through  2007 will
result in  insignificant  or no tax  liabilities for the Group. As of the end of
2007, LCL has approximately $59 million of net operating loss  carryforwards and
approximately $74 million of capital loss carryforwards.  The Group's management
believes  that  these  loss  carryforwards  should be  sufficient  to offset any
taxable  income of LCL in the  foreseeable  future  and that any  resulting  tax
liabilities (e.g.,  alternative minimum tax) will not be material.  In addition,
future  taxable  income  generated  by LCL also  could  be  offset  with  BUSA's
carryforward  net  operating  or capital  losses  and with  BUSA's  current  net
operating or capital losses.  Alternatively,  BUSA's future taxable income could
be offset with LCL's  carryforward  or current net operating or capital  losses.
The Group is in the process of obtaining a tax allocation and sharing  agreement
between  BUSA  and LCL.  It is  anticipated  through  the  execution  of the tax
allocation  and sharing  agreement that any benefit to BUSA of utilizing the tax
losses of LCL to  offset  BUSA's  separate  taxable  income  in  BUSA's  federal
consolidated tax returns should BUSA not have any of its own carryforward losses
will be paid by BUSA to LCL, and any tax liabilities created by the inclusion of
LCL in the federal  consolidated  tax returns of BUSA will be reimbursed to BUSA
by LCL.



Note 7.   Commitments and Contingencies

Guarantees

     In November 2002, the FASB issued FASB  Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others - an  interpretation of FASB Statements No.
5, 57 and 107 and rescission of FASB Interpretation No. 34" ("FIN 45").


                                       17
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The  following  is a summary of the  Company's  agreements  that the Company has
determined are within the scope of FIN 45.

       Under its Memorandum and Articles of Association,  the Company has agreed
to indemnify  its  officers  and  directors  for certain  events or  occurrences
arising as a result of the officer or  director  serving in such  capacity.  The
maximum  potential  amount of future  payments the Company  could be required to
make under these indemnification  agreements is unlimited.  However, the Company
maintains  directors and officers liability  insurance that limits the Company's
exposure and enables it to recover a portion of any future  amounts  paid.  As a
result of its insurance coverage,  the Company believes the estimated fair value
of these  indemnification  agreements is minimal and has no liabilities recorded
for these agreements as of September 30, 2008.

       The Company enters into  indemnification  provisions under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients and landlords.  Under these provisions, the Company generally
indemnifies  and holds  harmless the  indemnified  party for losses  suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification   provisions  sometime  include  indemnifications   relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes the  estimated  fair value of these  agreements  is minimal as
historically,   no  payments   have  been  made  by  the  Company   under  these
indemnification  obligations.   Accordingly,  the  Company  has  no  liabilities
recorded for these agreements as of September 30, 2008.


Note 8.   Business Segment and Geographical Information

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

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

       Summary  revenue and investment gain  information by geographic  segment,
based on the domicile of the Group  company  generating  those  revenues,  is as
follows:
<TABLE>
<CAPTION>
                                                                               Three Months Ended      Nine Months Ended
                                                                                  September 30,          September 30,
                                                                              --------------------    --------------------
                                                                                2008       2007         2008       2007
                                                                              ---------  ---------    ---------  ---------
                                                                                             (In thousands)

<S>                                                                           <C>        <C>          <C>        <C>
Jersey................................................................        $    (184) $     168    $     262  $   1,697
Guernsey..............................................................                -          4            -         51
United States.........................................................              156        471          443      1,099
                                                                              ---------  ---------    ---------  ---------
Consolidated revenues and net investment gains .......................        $     (28) $     643    $     705  $   2,847
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------

</TABLE>

                                       18
<PAGE>





                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       Revenues and income  (loss)  before  income tax expense for the Company's
reportable  operating  segments,   based  on  management's   internal  reporting
structure, were as follows:
<TABLE>
<CAPTION>
                                                                               Three Months Ended      Nine Months Ended
                                                                                  September 30,          September 30,
                                                                              --------------------    --------------------
                                                                                2008       2007         2008       2007
                                                                              ---------  ---------    ---------  ---------
                                                                                              (In thousands)
Revenues and net investment gains:
<S>                                                                           <C>        <C>          <C>        <C>
Consulting in venture capital.........................................        $     150  $     447    $     414  $   1,017
Life insurance and annuities .........................................             (194)       141          223      1,652
                                                                              ---------  ---------    ---------  ---------
                                                                                    (44)       588          637      2,669
Reconciliation of segment amounts to consolidated amounts:
Interest income ......................................................               16         55           68        178
                                                                              ---------  ---------    ---------  ---------
Consolidated revenues and net investment gains .......................        $     (28) $     643    $     705  $   2,847
                                                                              ---------  ---------    ---------  ---------

Income (loss) before income taxes:
Consulting in venture capital.........................................        $    (177) $      88    $    (630) $     (42)
Life insurance and annuities .........................................             (282)        42          (56)     1,192
                                                                              ---------  ---------    ---------  ---------
                                                                                   (459)       130         (686)     1,150
Reconciliation of segment amounts to consolidated amounts:
Interest income.......................................................               16         55           68        178
Corporate expenses....................................................             (561)      (310)      (1,465)    (1,080)
                                                                              ---------  ---------    ---------  ---------
Consolidated income (loss) before income tax expense .................        $  (1,004) $    (125)   $  (2,083) $     248
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------
</TABLE>


Note 9.   Client Concentration

          The Group's  revenues  are from a limited  number of  clients.  In the
first nine months of 2008, the Group's largest  consulting  client accounted for
40% of its consolidated revenues, and the Group's next largest consulting client
accounted  for 13% of its  consolidated  revenues.  No other  consulting  client
accounted for more than 10% of consolidated revenues.



                                       19
<PAGE>




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

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

       This  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated  financial  statements,  and the notes  thereto,  included  in this
quarterly  report,  and the  December 31, 2007  audited  consolidated  financial
statements,  and the notes  thereto,  included in our Annual Report on Form 10-K
filed  with the SEC on March 31,  2008.  The  unaudited  condensed  consolidated
financial statements are prepared in accordance with U.S. GAAP. This item should
also be read in  conjunction  with the  "Forward-Looking  Statements and Factors
That May  Affect  Future  Results"  which are set  forth  below and in our other
filings with the SEC.

Forward-Looking Statements and Factors That May Affect Future Results

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

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


                                       20
<PAGE>


RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Consulting in Venture Capital

       Certain  information   regarding  our  consulting  segment's  results  of
operations is as follows:
<TABLE>
<CAPTION>
                                                                               Three Months Ended       Nine Months Ended
                                                                                  September 30,           September 30,
                                                                              --------------------    --------------------
                                                                                2008       2007         2008       2007
                                                                              ---------  ---------    ---------  ---------
                                                                                             (In thousands)

Revenues:
<S>                                                                           <C>        <C>          <C>        <C>
Consulting fees.......................................................        $     150  $     447    $     414  $   1,017
                                                                              ---------  ---------    ---------  ---------
Total revenues........................................................              150        447          414      1,017

Operating expenses....................................................              327        359        1,044      1,059
                                                                              ---------  ---------    ---------  ---------
Loss before income tax expense........................................        $    (177) $      88    $    (630) $     (42)
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------
</TABLE>

Third quarter of 2008 compared to third quarter of 2007

       In the third quarter of 2008, the consulting  segment  contributed a loss
before  income  taxes of  $177,000  to our overall  loss  before  income  taxes,
compared to income  before income taxes of $88,000 in the third quarter of 2007.
This $0.3 million  decline in income  before  income taxes was  attributable  to
lower consulting fee revenues.

       Consulting fees of $150,000 were earned during the third quarter of 2008,
compared to $447,000 for the third quarter of 2007, a decrease of $297,000. This
decrease resulted from a decline in the number of consulting clients. A contract
was signed with a client in early 2007 that generated $0.9 million in consulting
fees during the full year 2007; however,  that contract ran only through the end
of 2007. A new  contract  was signed with this client in March 2008,  though the
scope of our work under this new contract  has been  reduced  and,  accordingly,
consulting  revenues  from this client during the full year 2008 are expected to
be significantly lower than in 2007.

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

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

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

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

       In the first nine months of 2008,  the consulting  segment  contributed a
loss before  income taxes of $630,000 to our overall loss before  income  taxes,
compared  to a loss before  income  taxes of $42,000 in the first nine months of
2007.  This $0.6 million higher loss was  attributable  to lower  consulting fee
revenues.

                                       21
<PAGE>

       Consulting  fees of $414,000  were earned during the first nine months of
2008,  compared to  $1,017,000  for the first nine months of 2007, a decrease of
$603,000.  This  decrease  resulted  from a decline in the number of  consulting
clients.  A contract was signed with a client in early 2007 that  generated $0.9
million in consulting fees during the full year 2007; however, that contract ran
only  through  the end of 2007.  A new  contract  was signed with this client in
March  2008,  though  the scope of our work  under  this new  contract  has been
reduced and,  accordingly,  consulting revenues from this client during the full
year 2008 are expected to be significantly lower than in 2007.


Life Insurance and Annuities

       Certain information  regarding our life insurance and annuities segment's
results of operations is as follows:
<TABLE>
<CAPTION>
                                                                               Three Months Ended      Nine Months Ended
                                                                                  September 30,          September 30,
                                                                              --------------------    --------------------
                                                                                2008       2007         2008       2007
                                                                              ---------  ---------    ---------  ---------
                                                                                             (In thousands)
Revenues and net investment gains:
<S>                                                                           <C>        <C>          <C>        <C>
Investment income.....................................................        $      56  $     141    $     203  $     454
Net realized investment gains.........................................             (250)         -           20      1,198
                                                                              ---------  ---------    ---------  ---------
Total revenues and net investment gains...............................             (194)       141          223      1,652

Expenses:
Amounts credited on insurance policyholder accounts ..................                1          2            4         42
General and administrative expenses ..................................               87         97          275        418
                                                                              ---------  ---------    ---------  ---------
Total expenses........................................................               88         99          279        460
                                                                              ---------  ---------    ---------  ---------
Income before income tax expense......................................        $    (282) $      42    $     (56) $   1,192
                                                                              ---------  ---------    ---------  ---------
                                                                              ---------  ---------    ---------  ---------
</TABLE>

       LPAL's policyholder  liabilities fell from $194,000 at September 30, 2007
to $130,000 at September 30, 2008 due to one policy  surrender of  approximately
$50,000 in late 2007,  and to the favorable  effect of exchange  rate  movements
during the third quarter of 2008.  LPAL now has three policies  remaining  which
are  scheduled  to  mature in the first  half of 2009.  There are no firm  plans
currently to write new policies.

Third quarter of 2008 compared to third quarter of 2007

       In the third quarter of 2008, LPAL contributed a loss before income taxes
of $282,000 to our overall loss before income  taxes,  compared to income before
income taxes of $42,000 in the third quarter of 2007.  This $0.3 million decline
in   income   before   income   taxes   was    attributable    to   a   $250,000
other-than-temporary  impairment  loss  taken on one of  LPAL's  private  equity
investments  during the third quarter of 2008, and to lower investment income in
the third quarter of 2008 compared to the third quarter of 2007.

       Interest  income on cash and cash  equivalents  declined from $141,000 in
the third  quarter  of 2007 to  $56,000  in the third  quarter  of 2008,  due to
decreasing interest rates during the period. LPAL held cash and cash equivalents
at September 30, 2008 of $10.6 million, compared with $10.4 million at September
30, 2007.

       Total  assets  decreased  to $12.169  million as of  September  30, 2008,
compared to $12.470  million as of June 30, 2008,  primarily due to the $250,000
other-than-temporary  impairment loss discussed above. No policyholder  benefits
were paid during the third quarter of 2008 or the third quarter 2007.

       Policyholder   liabilities  as  of  September  30,  2008  were  $130,000,
consisting  of three  policies  totaling  $88,000 and two pending  death  claims
totaling $42,000.  The three outstanding policies are scheduled to mature in the
first half of 2009.

                                       22
<PAGE>

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

       In the first nine months of 2008,  LPAL  contributed a loss before income
taxes of $56,000 to our overall  loss before  income  taxes,  compared to income
before income taxes of $1.2 million in the first nine months of 2007.  This $1.2
million  decrease was  attributable  to lower realized  investment  gains in the
first  nine  months of 2008  compared  to the first nine  months of 2007.  These
realized gains for both periods relate to distributions from the WorldCom,  Inc.
securities  litigation.  LPAL held certain WorldCom,  Inc. publicly traded bonds
which it sold at a loss in 2002. In January 2007, a partial distribution of $1.2
million was received by LPAL, and in February 2008, a final distribution of $0.3
million was received by LPAL. These payments reverse part of the realized losses
recorded in 2002.

       Interest income on cash and investments declined from $0.5 million in the
first nine months of 2007 to $0.2 million in the first nine months of 2008,  due
to the decline in the level of LPAL's corporate bond investments and cash, which
was consistent with the decline in policyholder liabilities during 2007, as well
as to decreasing interest rates during the period. The level of LPAL's corporate
bonds and cash at  September  30, 2008 was $10.6  million,  compared  with $10.4
million at September 30, 2007 and $13.4  million at December 31, 2006.  Interest
credited on policyholder  accounts for the first nine months of 2008 was $4,000,
compared to $42,000 in the first nine months of 2007.  This  decrease was due to
policy  maturities  and surrenders  since December 31, 2006,  leaving only three
policies  totaling  $88,000 and two pending  death  claims  totaling  $42,000 at
September 30, 2008. The three policies  outstanding as of September 30, 2008 are
scheduled to mature in the first half of 2009.

       Total  assets  decreased  to $12.169  million as of  September  30, 2008,
compared to $12.238  million as of December 31, 2007,  due to LPAL's $56,000 net
loss for the first  nine  months of 2008.  No  policyholder  benefits  were paid
during the first nine months of 2008.

       Included in general and administrative expenses for the first nine months
of 2007 are  $44,000 of  employee  severance  costs.  Excluding  these  employee
severance costs,  general and administrative  expenses for the first nine months
of 2007 were $374,000, compared with $275,000 for the first nine months of 2008.
This  $99,000  decrease for the first nine months of 2008 was  primarily  due to
lower staff costs as well as to lower facilities costs subsequent to the closure
of our Jersey  office in  mid-2007.  We no longer  have staff or  operations  in
Jersey,  though  LPAL  maintains  a  registered  office in  Jersey  and is still
regulated by the JFSC.

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

Corporate and Other

Third quarter of 2008 compared to third quarter of 2007

       Corporate  expenses  increased  by $0.3  million from $0.3 million in the
third  quarter  of 2007 to $0.6  million  in the  third  quarter  of 2008.  This
increase was due to a $0.1 million increase in professional  services costs, and
a $0.2 million increase in compensation paid to our Chief Financial Officer, Mr.
Ian K.  Whitehead,  under  an  agreement  dated  August  12,  2008.  Under  that
agreement,  the  Company  gave  notice  to Mr.  Whitehead  that  his  employment
agreement would end on June 30, 2009. Reference is made to Exhibit 10.3.1 to the
Company's  Form  10-K for the year  ended  December  31,  2000 for a copy of Mr.
Whitehead's  employment  agreement and to the Company's  Proxy  Statement  dated
April 29, 2008 for a description of his salary waiver of May 2003. In connection
with the notice to end his employment  agreement referenced above, Mr. Whitehead
gave  notice  to the  Company  that he has  rescinded  his  salary  waiver.  The
Company's  operating  expenses for the 12-month  period  ending on June 30, 2009
will increase by approximately  $0.7 million,  of which $0.2 million has already
been recognized in the third quarter of 2008.


                                       23
<PAGE>

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

       Corporate  expenses  increased  by $0.4  million from $1.1 million in the
first nine months of 2007 to $1.5 million in the first nine months of 2008. This
increase was due to the write-off of $0.1 million in web development  costs paid
to a third party vendor  subsequent to our decision not to go forward with a web
based project,  a $0.1 million  increase in professional  services costs,  and a
$0.2 million increase in compensation paid to our Chief Financial  Officer,  Mr.
Ian K. Whitehead, under an agreement dated August 12, 2008 as discussed above.

Consolidated Income (Loss) Before Income Tax Expense

Third quarter of 2008 compared to third quarter of 2007

       Our  consolidated  loss before income tax expense was $1.0 million in the
third quarter of 2008, compared to a consolidated loss before income tax expense
of $0.1  million  in the third  quarter  of 2007.  This  increased  loss of $0.9
million was  attributable to a $0.3 million decrease in consulting fee income, a
$0.1 million decline in interest  income,  a $0.2 million  increase in operating
expenses,  and a  $250,000  other-than-temporary  impairment  loss on a  private
equity investment, all as explained above.

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

       Our  consolidated  loss before income tax expense was $2.1 million in the
first nine months of 2008,  compared to  consolidated  income  before income tax
expense of $248,000 in the first nine months of 2007.  This decline in income of
$2.3 million was attributable to the $0.9 million decrease in distributions from
the WorldCom, Inc. securities litigation,  a $0.6 million decrease in consulting
fee income,  a $0.4 million decline in interest  income, a $0.2 million increase
in operating expenses, and a $250,000 other-than-temporary  impairment loss on a
private equity investment, all as explained above.

Income Taxes

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

Third quarter of 2008 compared to third quarter of 2007

       We had no tax expense and we did not  recognize  any tax  benefits in the
third  quarter  of  2008.  A loss  before  income  taxes  of  $0.7  million  was
contributed by our Jersey operations during the third quarter of 2008, including
a $250,000 other-than-temporary  impairment loss on one of LPAL's private equity
investments.  Our U.S.  subsidiaries  contributed  a loss before income taxes of
$0.2 million during the third quarter of 2008; however, we did not recognize any
tax benefits due to the 100% valuation  allowances that we have provided for all
deferred tax assets.  For the third  quarter of 2007,  we  similarly  had no tax
expense and we did not recognize any tax benefits.

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

       The $2,000 tax expense for the first nine months of 2008 is  comprised of
our minimum  California  taxes.  Other than these taxes, no other tax expense or
benefits were applicable to our Group for the period. A loss before income taxes
of $1.2 million was  contributed  by our Jersey  operations,  including the $0.3
million of investment gain related to the final  distribution from the WorldCom,
Inc. litigation  settlement which is treated as a capital gain for tax purposes.
Realized gains on certain investments are not taxed in Jersey. This $0.3 million
investment  gain  relating to  WorldCom,  however,  was offset  during the third
quarter  of 2008 by an  other-than-temporary  investment  loss on one of  LPAL's
private  equity  investments.  Our U.S.  subsidiaries  contributed a loss before
income taxes of $0.9 million during the first nine months of 2008;  however,  we
did not

                                       24
<PAGE>

recognize  any U.S. tax benefits due to the 100%  valuation  allowances  that we
have provided for all deferred tax assets. In the first nine months of 2007, our
only tax expense was $2,000 of minimum California taxes.


CRITICAL ACCOUNTING POLICIES

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

Accounting for Investments

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

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

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

Determination of Fair Values of Investments

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

       We hold  investments  in  privately  held  equity  securities,  primarily
convertible  preferred stock in companies doing business in various  segments of
technology  industries.  These  investments  are  normally  held for a number of
years.  Investments  in convertible  preferred  stock come with rights that vary
dramatically both from company to company and between rounds of financing within
the same company. These rights, such as anti-dilution,  redemption,  liquidation
preferences and participation, bear directly on the price an investor is willing
to pay for a security.  The returns on these investments are generally  realized
through an initial  public  offering of the company's  shares or, more commonly,
through the company's acquisition by a public company.

       One of the  factors  affecting  fair value is the amount of time before a
company  requires  additional  financing to support its  operations.  Management
believes that companies that are financed to the estimated

                                       25
<PAGE>

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

       SFAS 157  defines  fair value as the price that would be received to sell
an asset or paid to  transfer  a  liability  in an orderly  transaction  between
market  participants at the measurement date (an exit price).  SFAS 157 has also
established  a fair value  hierarchy  that  prioritizes  the inputs to valuation
techniques  used to measure fair value into three broad  levels.  Level 3 inputs
apply to the  determination  of fair value for our private  equity  investments.
These  are  unobservable  inputs  where  the  determination  of fair  values  of
investments  requires the  application of significant  judgment.  It is possible
that the  factors  evaluated  by  management  and fair  values  will  change  in
subsequent  periods,  especially  with  respect  to our  privately  held  equity
securities in technology companies,  resulting in material impairment charges in
future periods. From January 1, 2008, only other-than-temporary impairments will
be recognized and the carrying value of a private  equity  investment  cannot be
increased above its cost unless the investee company completes an initial public
offering or is acquired.

Other-than-temporary Impairments of Investments

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

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

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

Life Insurance Policy Liabilities

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



                                       26
<PAGE>



Revenue Recognition

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

Valuation of Share Options Granted

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


Liquidity and Capital Resources

       Our cash and cash  equivalents  decreased during the first nine months of
2008 by  $1.5  million  to  $13.1  million.  This  decrease  in  cash  and  cash
equivalents resulted from $1.8 million used in operating  activities,  partially
offset by $0.3 million of cash provided by investing  activities.  Cash provided
by  investing  activities  related  solely  to the $0.3  million  final  payment
received by LPAL from the WorldCom,  Inc.  securities  litigation.  Cash used in
operating  activities  resulted  from  the  excess  of  expenses  over  revenues
(excluding  investment gains) for the first nine months of 2008. As of September
30,  2008,  our cash and cash  equivalents,  excluding  the amount held by LPAL,
amounted to $2.5 million, an decrease of $1.7 million from December 31, 2007.

       The $10.6 million of cash and cash  equivalents  held by LPAL, as well as
the $1.6 million of  investments  held by LPAL,  are not currently  available to
fund the  operations or  commitments  of the Company or its other  subsidiaries.
However,  approval  from the JFSC has been  obtained  for LPAL to make  dividend
payments  up to a total of $5.0  million  to the  Company  in the  future.  As a
condition of the JFSC's  approval,  the Company has agreed to provide  financial
support to LPAL in the unlikely event LPAL's funds are  insufficient  to pay off
its policy  liabilities  totaling  $130,000 as of September 30, 2008, as well as
the operational costs of LPAL.

       Shareholders'  equity  decreased  during the first nine months of 2008 by
$2.034  million  from $16.5  million at December  31,  2007 to $14.4  million at
September  30, 2008,  primarily due to the $2.1 million net loss for the period.
As of September  30, 2008 and December 31, 2007,  $62.6  million of our Ordinary
Shares,  at cost,  held by the employee  benefit trusts have been netted against
shareholders' equity.

       During the first  nine  months of 2008,  LPAL  continued  to service  its
existing  policyholders.  During this period, there were no policy surrenders or
maturities.  Policyholder  liabilities  were  $130,000 as of September 30, 2008,
compared to $141,000 as of December  31, 2007.  This $11,000  decrease is due to
the effect of exchange rate movements during the first nine months of 2008 which
were partially offset by $4,000 of interest credited to policyholders. We do not
expect any surrender  activity  during the remaining  three months of 2008.  The
policies  remaining at September  30, 2008 are  scheduled to mature in the first
half of 2009. LPAL has sufficient liquid resources to fund these maturities.  As
of September 30, 2008, LPAL had cash of $10.6 million.

                                       27
<PAGE>

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

       As of  September  30,  2008,  we  had  $2.5  million  of  cash  and  cash
equivalents, excluding cash held by our life insurance and annuities segment. We
believe that this cash balance is  sufficient  to fund our  operations  (venture
capital and corporate activities) over at least the next 12 months.  However, in
the event that this cash balance is not sufficient to fund our  operations  over
at least  the next 12  months,  as  discussed  above in Note 3 to the  financial
statements,  in April 2008, the Company obtained approval from the JFSC for LPAL
to make  dividend  payments up to a total of $5.0  million to the Company in the
future. As a condition of the JFSC's approval, the Company has agreed to provide
financial support to LPAL in the unlikely event LPAL's funds are insufficient to
pay off its policy  liabilities  totaling  $130,000 as of September 30, 2008, as
well as the operational costs of LPAL.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Not required.


Item 4.   CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures

       Our company's  management,  with the participation of our Chief Executive
Officer  and  Chief  Financial  Officer,  evaluated  the  effectiveness  of  our
"disclosure controls and procedures" (as defined in the Securities Exchange Act)
Rules  13a-15(e)  and  15-d-15(e))  as of the end of the period  covered by this
Report (the "Evaluation Date"). Based upon that evaluation,  the Chief Executive
Officer and Chief  Financial  Officer have  concluded  that as of the Evaluation
Date,  our  disclosure  controls  and  procedures  are  effective to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange  Act (i) is recorded,  processed,  summarized  and  reported,
within  the time  periods  specified  in the  SEC's  rules and forms and (ii) is
accumulated and  communicated  to our management,  including our Chief Executive
Officer and Chief Financial  Officer,  as appropriate to allow timely  decisions
regarding required disclosure.

       Our management, including our Chief Executive Officer and Chief Financial
Officer,  does not expect that our  disclosure  controls and  procedures  or our
internal  controls will prevent all errors and all fraud. A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints  and the benefits of controls must be  considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected.


Changes in Internal Control Over Financial Reporting

       There were no changes in our internal  controls over financial  reporting
that occurred  during the quarter ended  September 30, 2008 that have materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.



                           PART II - OTHER INFORMATION

Item 1A.   RISK FACTORS

       Not required.


                                       28
<PAGE>



Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       On July 31, 2008, we held our annual general meeting of the  shareholders
where the following matters were submitted to a vote and approved:

(1)          To receive the report of the directors and the financial statements
             for the year ended  December 31, 2007,  together with the report of
             the independent  auditors thereon;  votes received for: 34,332,513,
             against: 129,710. There were 5,551,441 abstentions.

(2)          For the  re-election  of one  director,  Victor  A.  Hebert:  votes
             received for: 34,044,070,  against:  414,734.  There were 5,554,860
             abstentions. Directors whose term of office continued, and who were
             not up for re-election at this annual general meeting,  include Mr.
             Arthur I.  Trueger,  Mr.  Harold E.  Hughes,  Jr. and The  Viscount
             Trenchard.

(3)          To  re-appoint  BDO  Stoy  Hayward,  LLP  and BDO  Seidman,  LLP as
             independent  auditors of the Company and to authorize the directors
             to fix their remuneration; votes received for: 34,250,940, against:
             165,354. There were 5,597,370 abstentions.


Item 6.    EXHIBITS

       The following exhibits are filed herewith:

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

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

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

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

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



                                       29
<PAGE>


















                                                SIGNATURE


       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



				    BERKELEY TECHNOLOGY LIMITED
				    (Registrant)

Date:  November 14, 2008            By:    /s/  Ian K. Whitehead

                                           Ian K. Whitehead
                                           Chief Financial Officer

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


                                       30