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 June 30, 2003

                                       OR

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


                         Commission file number 0-21874

                           Berkeley Technology Limited

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


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

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

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

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

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

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

        As of August 6, 2003, the registrant had outstanding 64,439,073 Ordinary
Shares, par value $0.05 per share.

<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION

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

           Unaudited Condensed Consolidated Balance Sheets as of June 30, 2003
               and December 31, 2002 ...............................................    3

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

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

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

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

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

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

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

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


                                     PART II

                                OTHER INFORMATION

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

Item 4.    Submission of Matters to a Vote of Security Holders .....................   39

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

Signature  .........................................................................   41

Exhibit Index ......................................................................   42
</TABLE>
                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

  Item 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
                                                                                       June 30,        December 31,
                                                                                         2003             2002 (1)
                                                                                     ------------      ------------
                                            ASSETS

<S>                                                                                  <C>               <C>
Investments (principally of life insurance subsidiary):
   Fixed maturities:
     Available-for-sale, at fair value (amortized cost: $21,324 and $30,481
       as of June 30, 2003 and December 31, 2002, respectively)...................     $   21,427        $   30,335
   Equity securities:
     Trading, at fair value (cost: $4,938 and $26,785 as of June 30, 2003
       and December 31, 2002, respectively) ......................................         17,097            16,505
     Available-for-sale, at estimated fair value (cost: $6,430 and $8,980 as of
       June 30, 2003 and December 31, 2002, respectively) ........................          5,680             7,230
                                                                                     ------------      ------------
Total investments ................................................................         44,204(2)         54,070

Cash and cash equivalents ........................................................         25,048(2)         15,308
Cash held in escrow...............................................................          1,000                 -
Accrued investment income ........................................................            932               900
Other assets .....................................................................          1,686             1,549
Total assets of discontinued operations...........................................              -             8,390
                                                                                     ------------      ------------
Total assets .....................................................................     $   72,870        $   80,217
                                                                                     ------------      ------------
                                                                                     ------------      ------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities ................................................     $   34,312        $   35,441
Notes payable ....................................................................              -             9,314
Accounts payable, accruals and taxes payable .....................................          1,002               832
Guarantees under bank facility....................................................              -            10,590
Total liabilities of discontinued operations......................................              -             2,554
                                                                                     ------------      ------------
Total liabilities ................................................................         35,314            58,731
                                                                                     ------------      ------------
Commitments and contingencies (see Note 9)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of June 30, 2003 and
   December 31, 2002..............................................................          3,222             3,222
Additional paid-in capital .......................................................         68,615            68,394
Retained earnings ................................................................         30,552            16,054
Employee benefit trusts, at cost (13,684,881 shares as of June 30, 2003
   and December 31, 2002) ........................................................        (63,571)          (63,571)
Accumulated other comprehensive loss .............................................         (1,262)           (2,613)
                                                                                     ------------      ------------
Total shareholders' equity .......................................................         37,556            21,486
                                                                                     ------------      ------------
Total liabilities and shareholders' equity .......................................     $   72,870        $   80,217
                                                                                     ------------      ------------
                                                                                     ------------      ------------
<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
(2) Includes  $39,503 of investments  and $14,505 of cash and cash  equivalents  in the Company's  insurance  subsidiary
    which are not currently available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>

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

                                      3
<PAGE>
<TABLE>
<CAPTION>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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


                                                                      Three Months Ended            Six Months Ended
                                                                            June 30,                     June 30,
                                                                  --------------------------   --------------------------
                                                                      2003        2002 (1)         2003        2002 (1)
                                                                  ------------  ------------   ------------  ------------
Continuing operations:

<S>                                                               <C>           <C>            <C>           <C>
Revenues:
Investment income.................................................  $      528    $    2,314     $    1,059    $    4,598
Insurance policy charges..........................................           -           (56)             4           (55)
Other fee income (2)..............................................           -           335              -         2,908
Net realized investment gains (losses)............................      (6,825)       (3,397)       (14,149)          325
Change in net unrealized investment gains and losses
   on trading securities .........................................      14,126       (12,990)        22,439       (25,873)
                                                                  ------------  ------------   ------------  ------------
                                                                         7,829       (13,794)         9,353       (18,097)
Expenses:
Amounts credited on insurance policyholder accounts...............         527         2,092          1,046         4,072
Amortization of deferred policy acquisition costs.................           -           969              -         1,263
Operating expenses................................................       1,314         3,684          3,048         6,709
Interest expense..................................................         540           278            676           555
                                                                  ------------  ------------   ------------  ------------
                                                                         2,381         7,023          4,770        12,599
                                                                  ------------  ------------   ------------  ------------
Income (loss) from continuing operations before
   income tax expense.............................................       5,448       (20,817)         4,583       (30,696)

Income tax expense................................................           5         2,162             12         3,313
                                                                  ------------  ------------   ------------  ------------
Income (loss) from continuing operations..........................       5,443       (22,979)         4,571       (34,009)

Discontinued operations:
Loss from discontinued operations, net of income
   tax expense (benefit) of $(3), $2,217, $2 and $(8,351),
   respectively...................................................        (776)      (86,116)        (1,758)     (105,391)
Income on disposal of discontinued operations, net of income
   tax expense of $36.............................................      11,685             -         11,685             -
                                                                  ------------  ------------   ------------  ------------
Income (loss) on discontinued operations..........................      10,909       (86,116)         9,927      (105,391)
                                                                  ------------  ------------   ------------  ------------
Net income (loss).................................................  $   16,352    $ (109,095)    $   14,498    $ (139,400)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
(2) Amounts represent revenues earned from entities included in discontinued operations.
</FN>
</TABLE>

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

                                       4
<PAGE>
<TABLE>
<CAPTION>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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


                                                                      Three Months Ended            Six Months Ended
                                                                            June 30,                     June 30,
                                                                  --------------------------   --------------------------
                                                                      2003        2002 (1)         2003        2002 (1)
                                                                  ------------  ------------   ------------  ------------
<S>                                                               <C>           <C>            <C>           <C>
Basic earnings (loss) per share and ADS:

Basic earnings (loss) per share:
Continuing operations.............................................   $    0.11    $    (0.45)    $     0.09    $    (0.67)
Discontinued operations...........................................        0.21         (1.70)          0.20         (2.08)
                                                                  ------------  ------------   ------------  ------------
                                                                     $    0.32    $    (2.15)    $     0.29    $    (2.75)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
Basic earnings (loss) per ADS:
Continuing operations.............................................   $    1.07    $    (4.53)    $     0.90    $    (6.70)
Discontinued operations...........................................        2.15        (16.97)          1.96        (20.76)
                                                                  ------------  ------------   ------------  ------------
                                                                     $    3.22    $   (21.50)    $     2.86    $   (27.46)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------

Diluted earnings (loss) per share and ADS:

Diluted earnings (loss) per share:
Continuing operations.............................................   $    0.11    $    (0.45)    $     0.09    $    (0.67)
Discontinued operations...........................................        0.21         (1.70)          0.19         (2.08)
                                                                  ------------  ------------   ------------  -------------
                                                                     $    0.32    $    (2.15)    $     0.28    $    (2.75)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
Diluted earnings (loss) per ADS:
Continuing operations.............................................   $    1.06    $    (4.53)    $     0.90    $    (6.70)
Discontinued operations...........................................        2.13        (16.97)          1.95        (20.76)
                                                                  ------------  ------------   ------------  ------------
                                                                     $    3.19    $   (21.50)    $     2.85    $   (27.46)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
</FN>
</TABLE>

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

                                       5
<PAGE>
<TABLE>
<CAPTION>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                                             Six Months Ended
                                                                                                June 30,
                                                                                     ------------------------------
                                                                                         2003            2002 (1)
                                                                                     ------------      ------------

<S>                                                                                  <C>               <C>
Net cash provided by (used in) continuing operations (2)..........................     $   (2,469)       $    1,210

Net cash used in discontinued operations .........................................           (523)           (4,039)
                                                                                     ------------      ------------
Net cash used in operating activities ............................................         (2,992)           (2,829)
                                                                                     ------------      ------------

Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities ..........................              -            (2,828)
Purchases of available-for-sale fixed maturity securities ........................         (3,591)           (6,780)
Proceeds from sale of available-for-sale fixed maturity securities................         13,297             9,298
Proceeds from disposal of discontinued operations.................................         15,010                 -
Capital expenditures .............................................................             (2)              (16)
                                                                                     ------------      ------------
Net cash provided by (used in) investing activities ..............................         24,714              (326)
                                                                                     ------------      ------------

Cash flows from financing activities:
Insurance policyholder contract deposits .........................................              -             6,454
Insurance policyholder benefits paid .............................................         (3,019)           (7,111)
Dividends paid....................................................................              -            (2,032)
Proceeds from disposal of shares by the employee benefit trusts...................              -                43
Notes payable.....................................................................              -             2,440
Repayment of notes payable........................................................         (9,314)           (5,000)
                                                                                     ------------      ------------
Net cash used in financing activities ............................................        (12,333)           (5,206)
                                                                                     ------------      ------------

Net increase (decrease) in cash and cash equivalents .............................          9,389            (8,361)

Cash and cash equivalents at beginning of period (3) .............................         15,308            60,571
Foreign currency translation adjustment ..........................................            351               265
                                                                                     ------------      ------------
Cash and cash equivalents at end of period (3) ...................................     $   25,048(4)     $   52,475
                                                                                     ------------      ------------
                                                                                     ------------      ------------

<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
(2) Includes payments of guarantee obligations under the Company's bank facility on behalf of former investee companies
    totaling $10,836.
(3) Amounts reflect continuing operations only.  Does not include $1,000 of cash held in escrow as of June 30, 2003.
(4) Includes $14,505 in the Company's  insurance  subsidiary which is not currently  available to fund the operations or
    commitments of the Company or its other subsidiaries.
</FN>
</TABLE>

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

                                       6
<PAGE>
<TABLE>
<CAPTION>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

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

Net income......................          -            -            -       14,498            -            -       14,498
Change in net unrealized
   gains and losses on
   available-for-sale securities          -            -            -            -            -        1,249        1,249
Foreign currency translation
   adjustment...................          -            -            -            -            -          102          102
Warrants issued to bank ........          -            -          221            -            -            -          221
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance as of June 30, 2003.....     64,439    $   3,222    $  68,615    $  30,552     $(63,571)    $ (1,262)    $ 37,556
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------
                                -----------  -----------  -----------  -----------  -----------  -----------  -----------

</TABLE>



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

                                        7

<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)
<TABLE>
<CAPTION>


                                                                       Three Months Ended          Six Months Ended
                                                                            June 30,                     June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003         2002
                                                                  ------------  ------------   ------------  ------------

<S>                                                               <C>           <C>            <C>           <C>
Net income (loss).................................................  $   16,352    $ (109,095)    $   14,498    $ (139,400)

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

Foreign currency translation adjustments, net of income
   taxes of $0....................................................         126          (697)           102          (503)

Change in net unrealized gains and losses related to
   continuing operations:
   Unrealized holding gains and losses on available-for-sale
     securities...................................................        (116)       (1,737)            18        (1,066)
   Less: reclassification adjustment for gains and losses
     included in net (income) loss................................         231          (299)         1,231          (180)
   Deferred policy acquisition cost amortization adjustments......           -           876              -          (551)

Change in net unrealized gains and losses related to
   discontinued operations:
   Change in net unrealized gains and losses on
     available-for-sale securities................................           -        12,641              -         5,744
   Deferred policy acquisition cost amortization adjustments......           -       (12,216)             -        (8,044)
   Deferred income taxes..........................................           -          (148)             -           805
                                                                  ------------  ------------   ------------  ------------
Other comprehensive income (loss) ................................         241        (1,580)         1,351        (3,795)
                                                                  ------------  ------------   ------------  ------------
Comprehensive income (loss) ......................................  $   16,593    $ (110,675)    $   15,849    $ (143,195)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------

</TABLE>

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

                                       8


<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003

Note 1.   Material Events

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

        On July 2, 2002, the Company announced that declines in the value of the
investment  portfolio of London  Pacific Life & Annuity  Company  ("LPLA"),  the
primary  insurance  company of Berkeley  Technology  Limited (the  "Company" and
together with its subsidiaries,  the "Group"), due to persistent negative events
in the equity and bond markets  continued to erode  significantly  the statutory
capital of LPLA and that the  Company  had been  unsuccessful  in  concluding  a
transaction to enhance the capital of LPLA. As a consequence,  LPLA discontinued
the issuance of new policies as of July 2, 2002.  Although the statutory capital
of the Company's Jersey insurance  subsidiary,  London Pacific Assurance Limited
("LPAL"),  had not been  affected by the adverse  equity and bond markets to the
same extent as the statutory capital of LPLA, the Company also announced on July
2, 2002 that LPAL would discontinue writing new policies effective  immediately.
The decision to discontinue  the issuance of new policies  through LPAL was made
to avoid the increased capital requirements  created by additional  policyholder
liabilities. Subsequent to this announcement and other announcements relating to
the  Company  and  LPLA,  LPAL  policy   surrenders   increased   substantially.
Approximately  76% of LPAL's $140.2  million in  policyholder  liabilities as of
June 30, 2002 had been surrendered or had matured as of June 30, 2003.

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

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

        On May 7, 2003, the Group completed the sale of substantially all of the
assets and  operations  of BCM to a company  majority-owned  by funds  under the
management  of Putnam  Lovell NBF Private  Equity.  The Group  received  initial
proceeds  of $8.06  million in cash at the  closing of the  transaction,  and an
additional  $0.08  million in cash,  representing  a purchase  price  adjustment
pursuant to the sale  agreement,  in July 2003. The Group will receive a further
$1.0 million in cash on December 31, 2003  subject to certain  adjustments.  The
Group may also receive up to $1.25 million in cash earnout payments ratably over
the four  quarters  of 2004 if  revenues  received  in 2003  from a new  product
planned for launch by BCM in 2003 exceed certain defined targets;  however,  the
Group  believes that these earnout  payments are  unlikely.  The sale  agreement
contains certain customary indemnities given by the Group to the purchaser, such
as for any claims related to the period prior to closing of the transaction.  As
of April 30,  2003,  BCM's  assets  under  management  were  approximately  $1.2
billion.  The Group recognized a book gain on sale of $7.9 million in the second
quarter of 2003. For further information,  see Note 3 "Discontinued  Operations"
below.

                                       9
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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


Note 2.   Basis of Presentation and Principles of Consolidation

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

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

        While the Company's  management believes that the disclosures  presented
are adequate to make the information not misleading,  these interim consolidated
financial  statements  should be read in conjunction with the audited  financial
statements  and related  notes for the year ended  December 31, 2002,  which are
contained  in the  Company's  Annual  Report on Form  10-K,  filed with the U.S.
Securities  and  Exchange  Commission  ("SEC") on March 19,  2003.  The year-end
condensed balance sheet data was derived from audited  financial  statements but
does not include all disclosures required by U.S. GAAP.

                                       10
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 interim consolidated financial statements as
well as the  reported  amount of revenues  and  expenses  during this  reporting
period. Actual results could differ from these estimates. Certain estimates such
as fair value and actuarial  assumptions have a significant  impact on the gains
and  losses  recorded  on  investments  and  balance  of life  insurance  policy
liabilities.

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

Share Incentive Plan

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

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

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

<S>                                                               <C>           <C>            <C>           <C>
Net income (loss) as reported.....................................  $   16,352    $ (109,095)    $   14,498    $ (139,400)
Add: Stock based employee compensation expense included in
   reported income (loss), net of related tax effects.............           -             -              -             -
Deduct: Total stock based employee compensation expense
   determined under fair value based methods for all awards,
   net of related tax effects.....................................         (92)         (244)          (343)         (510)
                                                                  ------------  ------------   ------------  ------------

Pro forma net income (loss).......................................  $   16,260    $ (109,339)    $   14,155    $ (139,910)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
</TABLE>

                                       11
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------

<S>                                                               <C>           <C>            <C>           <C>
Basic earnings (loss) per share:
As reported.......................................................  $     0.32    $    (2.15)    $     0.29    $    (2.75)
Pro forma.........................................................        0.32         (2.15)          0.28         (2.76)
Basic earnings (loss) per ADS:
As reported.......................................................        3.22        (21.50)          2.86        (27.46)
Pro forma.........................................................        3.20        (21.54)          2.79        (27.57)
Diluted earnings (loss) per share:
As reported.......................................................        0.32         (2.15)          0.28         (2.75)
Pro forma.........................................................        0.32         (2.15)          0.28         (2.76)
Diluted earnings (loss) per ADS:
As reported.......................................................        3.19        (21.50)          2.85        (27.46)
Pro forma.........................................................        3.18        (21.54)          2.78        (27.57)

</TABLE>

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

<TABLE>
<CAPTION>

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                    2003 (1)        2002         2003 (1)        2002
                                                                  ------------  ------------   ------------  ------------

<S>                                                               <C>           <C>            <C>           <C>
Expected dividend yield (2).......................................           -             -              -             -
Expected stock price volatility...................................           -          125%              -          125%
Risk-free interest rate...........................................           -         3.95%              -         3.95%
Weighted average expected life (in years).........................           -             5              -             5
<FN>
(1) No grants were made in the three and six months ended June 30, 2003.
(2) The deduction to the share price was zero, as future dividends have not been assumed.
</FN>
</TABLE>


Note 3.   Discontinued Operations

London Pacific Life & Annuity Company

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

                                       12
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        A summary  of LPLA's  pre-tax  operating  results  for the three and six
month periods ended June 30, 2002 is shown below.
<TABLE>
<CAPTION>

                                                                                     Three Months       Six Months
                                                                                        Ended             Ended
                                                                                       June 30,          June 30,
                                                                                         2002              2002
                                                                                    -------------     -------------
                                                                                             (In thousands)
<S>                                                                                 <C>               <C>
Revenues:
Investment income before intercompany management fee expense......................     $   30,372        $   62,453
Intercompany management fee expense (1)...........................................           (590)           (3,632)
Other income......................................................................          2,529             4,176
Net realized and change in net unrealized investment gains and losses.............        (71,736)          (97,618)
                                                                                    -------------     -------------
Total revenues and net investment losses..........................................        (39,425)          (34,621)

Expenses:
Interest credited on insurance policyholder accounts..............................         28,212            56,133
Amortization of deferred policy acquisition costs.................................         13,263            17,145
Other expenses....................................................................          2,362             4,593
                                                                                    -------------     -------------
Total expenses....................................................................         43,837            77,871
                                                                                    -------------     -------------
Loss before income taxes .........................................................     $  (83,262)       $ (112,492)
                                                                                    -------------     -------------
                                                                                    -------------     -------------
<FN>
(1) Fees in the amount of $335 and $2,908 for the three and six months ended June 30, 2002, respectively,  were paid to and
    included in the revenues of the venture  capital  management  business  segment of continuing  operations.  The remaining
    fees were paid to the asset management business segment of discontinued operations.
</FN>
</TABLE>

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

Berkeley Capital Management

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

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


                                       13
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------
                                                                                     (In thousands)

<S>                                                               <C>           <C>            <C>           <C>
Revenues:
Asset management fees.............................................  $      336    $    1,217     $    1,364    $    2,380
Intercompany management fee income (1)............................           1           270              5           754
                                                                  ------------  ------------   ------------  ------------
Total revenues....................................................         337         1,487          1,369         3,134

Operating expenses................................................         391         1,319          1,403         2,608
                                                                  ------------  ------------   ------------  ------------
Income (loss) before income taxes.................................  $      (54)   $      168     $      (34)   $      526
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------

<FN>
(1)    Fees were paid from and  included  in the net  revenues of the life  insurance  and  annuities  business  segment of
       continuing operations (LPAL) of $1,000, $15,000,  $5,000 and $30,000 for the three and six months ended June 30, 2003
       and 2002,  respectively. For the three and six months ended June 30, 2002, these fees also include $255,000 and $724,000,
       respectively,  received from LPLA (discontinued operations).
</FN>
</TABLE>
<TABLE>
<CAPTION>

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

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

London Pacific Advisors

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

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

                                       14
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------
                                                                                      (In thousands)

<S>                                                               <C>           <C>            <C>           <C>
Revenues:
Investment income.................................................  $        1    $        6     $        4    $       10
Gross financial advisory services fees............................       2,256         4,384          5,820         8,817
Payments due to independent advisors..............................      (1,301)       (2,689)        (3,477)       (5,553)
                                                                  ------------  ------------   ------------  ------------
Total net revenues................................................         956         1,701          2,347         3,274

Expenses..........................................................       1,680         2,506          4,068         5,050
                                                                  ------------  ------------   ------------  ------------
Loss before income taxes..........................................  $     (724)   $     (805)    $   (1,721)   $   (1,776)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
</TABLE>
<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                                                                          2002
                                                                                                     --------------
                                                                                                     (In thousands)
<S>                                                                                                  <C>
Assets of discontinued operations:
Cash and investments.............................................................................       $       566
Property and equipment, net......................................................................             2,986
Goodwill, net....................................................................................             1,301
Other assets.....................................................................................             1,535
                                                                                                     --------------
Total assets of discontinued operations..........................................................       $     6,388
                                                                                                     --------------
                                                                                                     --------------
Liabilities of discontinued operations:
Accounts payable, accruals and other liabilities.................................................       $     2,141
                                                                                                     --------------
Total liabilities of discontinued operations.....................................................       $     2,141
                                                                                                     --------------
                                                                                                     --------------
</TABLE>

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

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


Note 4.   Earnings Per Share and ADS

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

        The  Company  has also  issued  Ordinary  Share  warrants to the Bank of
Scotland in connection with the Company's bank facility (now terminated),  which
are also considered  potential common stock under SFAS 128. Diluted earnings per
share is  calculated  by dividing net income by the weighted  average  number of
Ordinary Shares  outstanding  during the applicable period as adjusted for these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury Stock Method." As the Company  recorded a net loss for the three month
period  ended June 30,  2002,  and for the six month period ended June 30, 2002,
the

                                       15
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

calculations  of diluted  earnings  per share for these  periods do not  include
potentially  dilutive  employee share options and warrants issued to the Bank of
Scotland as they are  anti-dilutive  and, if included,  would have resulted in a
reduction of the net loss per share.  If the Company had reported net income for
the three month period  ended June 30, 2002,  and for the six month period ended
June 30, 2002,  there would have been an additional  816,595 and 647,758 shares,
respectively,  included in the  calculations  of diluted  earnings per share for
these periods.

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

<TABLE>
<CAPTION>

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

<S>                                                               <C>           <C>            <C>           <C>
Income (loss) from continuing operations..........................  $    5,443    $  (22,979)    $    4,571    $  (34,009)
Income (loss) on discontinued operations..........................      10,909       (86,116)         9,927      (105,391)
                                                                  ------------  ------------   ------------  ------------
Net income (loss).................................................  $   16,352    $ (109,095)    $   14,498    $ (139,400)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------

Basic earnings (loss) per share and ADS:
Weighted average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........  50,754,192    50,754,192     50,754,192    50,754,192
                                                                  ------------  ------------   ------------  ------------
Basic earnings (loss) per share:
Continuing operations.............................................  $     0.11    $    (0.45)    $     0.09    $    (0.67)
Discontinued operations...........................................        0.21         (1.70)          0.20         (2.08)
                                                                  ------------  ------------   ------------  ------------
                                                                    $     0.32    $    (2.15)    $     0.29    $    (2.75)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
Basic earnings (loss) per ADS:
Continuing operations.............................................  $     1.07    $    (4.53)    $     0.90    $    (6.70)
Discontinued operations...........................................        2.15        (16.97)          1.96        (20.76)
                                                                  ------------  ------------   ------------  ------------
                                                                    $     3.22    $   (21.50)    $     2.86    $   (27.46)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
</TABLE>



                                       16
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------
<S>                                                               <C>           <C>            <C>           <C>
Diluted earnings (loss) per share and ADS:
Weighted average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........  50,754,192    50,754,192     50,754,192    50,754,192
Effect of dilutive securities (warrants and employee share
   options).......................................................     408,398             -        204,199             -
                                                                  ------------  ------------   ------------  ------------
Weighted average number of Ordinary Shares used in
   diluted earnings per share calculations........................  51,162,590    50,754,192     50,958,391    50,754,192
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
Diluted earnings (loss) per share:
Continuing operations.............................................  $     0.11    $    (0.45)    $     0.09    $    (0.67)
Discontinued operations...........................................        0.21         (1.70)          0.19         (2.08)
                                                                  ------------  ------------   ------------  ------------
                                                                    $     0.32    $    (2.15)    $     0.28    $    (2.75)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
Diluted earnings (loss) per ADS:
Continuing operations.............................................  $     1.06    $    (4.53)    $     0.90    $    (6.70)
Discontinued operations...........................................        2.13        (16.97)          1.95        (20.76)
                                                                  ------------  ------------   ------------  ------------
                                                                    $     3.19    $   (21.50)    $     2.85    $   (27.46)
                                                                  ------------  ------------   ------------  ------------
                                                                  ------------  ------------   ------------  ------------
</TABLE>

Note 5.   Investments

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

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

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

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

        When a quoted market price is available  for a security,  the Group uses
this price in the  determination  of fair value. If a quoted market price is not
available for a security,  management  estimates the security's fair value based
on appropriate valuation methodologies.

        For a discussion  of the Company's  accounting  policies with respect to
the  determination  of  fair  value  of  investments  and   other-than-temporary
impairments,  see the section entitled "Critical Accounting Policies" in Part I,
Item 2 "Management's  Discussion and Analysis of Financial Condition and Results
of Operations"

                                       17
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

below. The Group's private securities consist primarily of convertible preferred
stock holdings in technology  companies.  Financial  information with respect to
the issuers of these equity securities is received and reviewed  periodically by
the Group's management.  In addition,  the Group's management  maintains contact
with the  management of these issuers  through  ongoing  dialogue to examine the
issuers' future plans and prospects.

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

Fixed Maturity Securities

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


                                                 June 30, 2003                                     December 31, 2002
                                ----------------------------------------------      ----------------------------------------------
                                              Gross        Gross     Estimated                    Gross       Gross      Estimated
                                 Amortized  Unrealized  Unrealized     Fair          Amortized  Unrealized  Unrealized     Fair
                                   Cost       Gains       Losses       Value           Cost       Gains       Losses       Value
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------
                                                                          (In thousands)
<S>                             <C>         <C>         <C>         <C>             <C>         <C>         <C>         <C>
Available-for-Sale:
Non-U.S. corporate
  debt securities..........       $ 11,482    $     47    $    (17)   $ 11,512        $ 12,709    $    115    $     (9)   $ 12,815
Corporate debt securities .          9,842          75          (2)      9,915          17,772          90        (342)     17,520
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------
Total fixed maturity securities   $ 21,324    $    122    $    (19)   $ 21,427        $ 30,481    $    205    $   (351)   $ 30,335
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------
</TABLE>

Equity Securities

        Equity  securities  are  comprised  of  available-for-sale  and  trading
securities. An analysis of equity securities is as follows:

<TABLE>
<CAPTION>


                                                 June 30, 2003                                     December 31, 2002
                                ----------------------------------------------      ----------------------------------------------
                                              Gross        Gross     Estimated                    Gross       Gross      Estimated
                                            Unrealized  Unrealized     Fair                     Unrealized  Unrealized     Fair
                                   Cost       Gains       Losses       Value           Cost       Gains       Losses       Value
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------
                                                                          (In thousands)
<S>                             <C>         <C>         <C>         <C>             <C>         <C>         <C>         <C>
Private corporate equity
  securities...............       $  6,430    $      -    $   (750)   $  5,680        $  8,980    $      -    $ (1,750)   $  7,230
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------

Total available-for-sale
  equity securities........          6,430           -        (750)      5,680           8,980           -      (1,750)      7,230

Trading securities.........          4,938      12,301        (142)     17,097          26,785       5,236     (15,516)     16,505
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------
Total equity securities....       $ 11,368    $ 12,301    $   (892)   $ 22,777        $ 35,765    $  5,236    $(17,266)   $ 23,735
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------
                                ----------  ----------  ----------  ----------      ----------  ----------  ----------  ----------
</TABLE>

        Trading  securities  are  carried  at fair  value  with  changes  in net
unrealized  gains and  losses of  $14,126,000,  $(12,990,000),  $22,439,000  and
$(25,873,000)  included  in the  income  and  losses for the three and six month
periods ended June 30, 2003 and 2002, respectively.

                                     18
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investment Concentration and Risk

        As of June 30, 2003,  equity  securities  held by the Group  included an
investment in Packeteer,  Inc. of $16,441,000,  which  represented more than ten
percent of shareholders' equity as of that date.

        As of June 30, 2003, 100% of the Group's $21.4 million in fixed maturity
securities, 99% of the Group's $5.7 million in available-for-sale private equity
securities,  and 73% of the Group's  $17.1  million in trading  securities  were
owned by the Company's Jersey based life insurance  subsidiary,  LPAL. LPAL is a
regulated insurance company, and as such it must meet stringent capital adequacy
requirements  and no  distributions  may be made from it without  the consent of
LPAL's  independent  actuary.  LPAL'S  INVESTMENTS  ARE  THEREFORE NOT CURRENTLY
AVAILABLE  TO FUND THE  OPERATIONS  OR  COMMITMENTS  OF THE COMPANY OR ITS OTHER
SUBSIDIARIES.

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

        Net unrealized gains and losses on fixed maturity securities  classified
as available-for-sale as of June 30, 2003 and December 31, 2002 totaled $103,000
and $(146,000),  respectively. There were no related deferred policy acquisition
cost adjustments or income taxes.

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

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

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

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

Changes during the six month period ended June 30, 2003 for continuing operations:
   Unrealized holding gains and losses on available-for-sale securities......               18           -          18
   Reclassification adjustment for gains and losses included in net income...              231       1,000       1,231
                                                                                    ----------  ----------  ----------
Net unrealized gains and losses on available-for-sale securities as of
   June 30, 2003.............................................................         $    103    $   (750)   $   (647)
                                                                                    ----------  ----------  ----------
                                                                                    ----------  ----------  ----------
</TABLE>

                                       19
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Realized Gains and Losses

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

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------
                                                                                      (In thousands)
<S>                                                               <C>           <C>             <C>          <C>
Realized gains (losses) on securities transactions:
Fixed maturities, available-for-sale:
    Gross gains...................................................  $       43    $        3      $      43    $        3
    Gross losses..................................................        (108)       (2,821)          (286)       (2,821)
                                                                  ------------  ------------    -----------  ------------
Net realized gains on fixed maturities, available-for-sale........         (65)       (2,818)          (243)       (2,818)
                                                                  ------------  ------------    -----------  ------------
Fixed maturities, held-to-maturity:
    Gross losses..................................................           -          (511)             -          (511)
                                                                  ------------  ------------    -----------  ------------
Equity securities, trading:
    Gross gains...................................................       2,255             -          3,878         3,841
    Gross losses..................................................      (9,015)          (67)       (15,237)          (67)
                                                                  ------------  ------------    -----------  ------------
Net realized gains on equity securities, trading..................      (6,760)          (67)       (11,359)        3,774
                                                                  ------------  ------------    -----------  ------------
Equity securities, available-for-sale:
    Gross losses..................................................           -            (1)        (2,547)         (120)
                                                                  ------------  ------------    -----------  ------------
Net realized investment gains (losses) on securities transactions.  $   (6,825)   $   (3,397)     $ (14,149)   $      325
                                                                  ------------  ------------    -----------  ------------
                                                                  ------------  ------------    -----------  ------------
</TABLE>

        During the six month period ended June 30, 2003, the Group's  management
determined  that one  private  equity  investment  in a  technology  company was
other-than-temporarily  impaired and  consequently  recorded a realized  loss of
$2.5 million in the unaudited condensed consolidated statements of income.


Note 6.    Cash Held in Escrow

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


                                       20

<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7.    Other Assets

       An analysis of other assets is as follows:
<TABLE>
<CAPTION>
                                                                                  June 30,      December 31,
                                                                                    2003            2002
                                                                                ------------    -----------
                                                                                      (In thousands)

<S>                                                                             <C>             <C>
Property, equipment and leasehold improvements, net............................   $      159      $     190
Prepayments....................................................................          336            756
Receivables:
   Income tax refunds receivable...............................................            -             61
   Fee income receivable.......................................................           75              -
   Allowance for doubtful accounts.............................................           (7)             -
   Other receivables (1).......................................................        1,123             42
   Due from brokers............................................................            -            472
Other assets...................................................................            -             28
                                                                                ------------    -----------
Total other assets.............................................................   $    1,686      $   1,549
                                                                                ------------    -----------
                                                                                ------------    -----------
<FN>
(1)      Includes holdback related to the sale of BCM.
</FN>
</TABLE>


Note 8.    Notes Payable

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

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

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

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


                                       21
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9.  Commitments and Contingencies

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

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

Guarantees

        In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others - an  interpretation  of FASB
Statements No. 5, 57 and 107 and rescission of FASB  Interpretation No. 34." The
following  is a  summary  of the  Company's  agreements  that  the  Company  has
determined are within the scope of FIN 45.

        Under its Memorandum and Articles of Association, the Company has agreed
to indemnify  its  officers  and  directors  for certain  events or  occurrences
arising as a result of the officer or  director  serving in such  capacity.  The
maximum  potential  amount of future  payments the Company  could be required to
make under these indemnification  agreements is unlimited.  However, the Company
maintains  directors and officers liability  insurance that limits the Company's
exposure and enables it to recover a portion of any future  amounts  paid.  As a
result of its insurance coverage,  the Company believes the estimated fair value
of these  indemnification  agreements is minimal and has no liabilities recorded
for these agreements as of June 30, 2003.

        The Company enters into indemnification  provisions under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients and landlords.  Under these provisions, the Company generally
indemnifies  and holds  harmless the  indemnified  party for losses  suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification   provisions  sometimes  include  indemnifications  relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes  the  estimated  fair value of these  agreements  is  minimal.
Accordingly,  the Company has no liabilities recorded for these agreements as of
June 30, 2003.


                                     22
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10.   Business Segment and Geographical Information

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

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

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

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

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

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

 <TABLE>
<CAPTION>

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------
                                                                                       (In thousands)

<S>                                                               <C>           <C>             <C>          <C>
Jersey............................................................  $    4,947    $   (3,788)     $   4,385    $   (7,420)
Guernsey..........................................................       2,787       (10,070)         4,795       (13,503)
United States.....................................................          95            64            173         2,826
                                                                  ------------  ------------    -----------  ------------
Consolidated revenues and net investment gains (losses)
    from continuing operations....................................  $    7,829    $  (13,794)     $   9,353    $  (18,097)
                                                                  ------------  ------------    -----------  ------------
                                                                  ------------  ------------    -----------  ------------
</TABLE>

                                       23

<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------
                                                                                       (In thousands)

<S>                                                               <C>           <C>             <C>          <C>
Revenues:
Life insurance and annuities (1)..................................  $    5,136    $   (4,555)     $   4,776    $   (6,185)
Venture capital management (2) ...................................       2,681        (9,414)         4,548       (12,317)
                                                                  ------------  ------------    -----------  ------------
                                                                         7,817       (13,969)         9,324       (18,502)
Reconciliation of segment amounts to consolidated amounts:
Interest income ..................................................          12           175             29           405
                                                                  ------------  ------------    -----------  ------------
Consolidated revenues and net investment gains (losses)
    for continuing operations.....................................  $    7,829    $  (13,794)     $   9,353    $  (18,097)
                                                                  ------------  ------------    -----------  ------------
                                                                  ------------  ------------    -----------  ------------

Income (loss) from continuing operations before income taxes:
Life insurance and annuities (1)..................................  $    4,370    $   (7,954)     $   3,247    $  (12,087)
Venture capital management (2) ...................................       2,399       (10,948)         4,068       (14,929)
                                                                  ------------  ------------    -----------  ------------
                                                                         6,769       (18,902)         7,315       (27,016)
Reconciliation of segment amounts to consolidated amounts:
Interest income...................................................          12           175             29           405
Corporate expenses................................................        (793)       (1,812)        (2,085)       (3,530)
Interest expense .................................................        (540)         (278)          (676)         (555)
                                                                  ------------  ------------    -----------  ------------
Consolidated income (loss) from continuing operations
    before income taxes ..........................................  $    5,448    $  (20,817)     $   4,583    $  (30,696)
                                                                  ------------  ------------    -----------  ------------
                                                                  ------------  ------------    -----------  ------------
<FN>
(1)     Netted  against the revenues  (investment  income) of the life insurance and  annuities  segment are
        management  fees paid to BCM  (discontinued operations)  of $1,000 and  $15,000 in the second  quarters
        of 2003 and 2002,  respectively,  and $5,000 and  $30,000 in the first six months of 2003 and 2002, respectively.

(2)     Included in the revenues of the venture capital  management  segment are management fees from LPLA  (discontinued
        operations) of $0 and $335,000 in the  second  quarters  of 2003  and  2002,  respectively,  and $0 and
        $2,908,000 in the first six months of 2003 and 2002, respectively.
</FN>
</TABLE>

        Material changes in segmental assets of continuing operations during the
first six months of 2003  occurred in the venture  capital  management  segment,
where assets  decreased by $3,009,000 from  $7,710,000 to $4,701,000,  primarily
due to the sale of  $5,594,000  of trading  securities,  partially  offset by an
increase in unrealized gains on the remaining  listed equity  securities held in
the trading account.

                                       24
<PAGE>


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

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

        This  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations  should be read in conjunction with the unaudited  interim
consolidated  financial statements,  and the notes thereto, and the December 31,
2002 audited consolidated financial statements,  and the notes thereto, included
in our recent Annual Report on Form 10-K.  The  unaudited  interim  consolidated
financial statements are prepared in accordance with U.S. GAAP. This item should
also be read in  conjunction  with the  "Forward-Looking  Statements and Factors
That May  Affect  Future  Results"  which are set  forth  below and in our other
filings with the SEC.

Forward-Looking Statements and Factors That May Affect Future Results

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

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

                                       25
<PAGE>


RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Life Insurance and Annuities

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

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------
                                                                                       (In thousands)

<S>                                                               <C>           <C>             <C>          <C>
Revenues:
Investment income.................................................  $      516    $    2,139      $   1,030    $    4,193
Insurance policy charges .........................................           -           (56)             4           (55)
Net realized investment losses....................................     (12,768)      (11,768)       (36,173)       (7,926)
Change in net unrealized investment gains and losses on
    trading securities ...........................................      17,388         5,130         39,915        (2,397)
                                                                  ------------  ------------    -----------  ------------
Total revenues and net investment gains (losses)..................       5,136        (4,555)         4,776        (6,185)

Expenses:
Amounts credited on insurance policyholder accounts ..............         527         2,092          1,046         4,072
Amortization of deferred policy acquisition costs.................           -           969              -         1,263
General and administrative expenses ..............................         239           338            483           567
                                                                  ------------  ------------    -----------  ------------
Total expenses related to operations..............................         766         3,399          1,529         5,902
                                                                  ------------  ------------    -----------  ------------
Income (loss) from continuing operations
  before income taxes ............................................  $    4,370    $   (7,954)     $   3,247    $  (12,087)
                                                                  ------------  ------------    -----------  ------------
                                                                  ------------  ------------    -----------  ------------
</TABLE>

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

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

        On July 2, 2002,  we  announced  that  further  declines in the value of
LPLA's investment portfolio, due to persistent negative events in the equity and
bond markets, continued to erode significantly the statutory capital of LPLA and
that we had been unsuccessful in concluding a transaction to enhance the capital
of LPLA. As a consequence,  LPLA discontinued the issuance of new policies as of
July 2, 2002. Although the statutory capital of our Jersey insurance subsidiary,
LPAL,  had not been affected by the adverse  equity and bond markets to the same
extent as the statutory  capital of LPLA, we also announced on July 2, 2002 that
LPAL would discontinue writing new policies effective immediately.  The decision
to discontinue  the issuance of new policies  through LPAL was made to avoid the
increased capital requirements created by additional  policyholder  liabilities.
Subsequent to this announcement and other announcements  relating to the Company
and LPLA, LPAL policy surrenders increased  substantially.  Approximately 76% of
LPAL's policyholder  liabilities as of June 30, 2002 had been surrendered or had
matured as of June 30, 2003.

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

                                       26
<PAGE>

Second quarter of 2003 compared to second quarter of 2002

        In the second  quarter of 2003,  LPAL  contributed  income before income
taxes of $4.4 million to our overall  income before income taxes,  compared to a
loss before  income  taxes of $8.0  million in the second  quarter of 2002.  Net
realized  investment  losses in the second  quarter  of 2003 were $12.8  million
compared  to $11.8  million  in the second  quarter  of 2002.  The gain from the
change in net  unrealized  investment  gains and losses was $17.4 million in the
second quarter of 2003,  compared to $5.1 million in the second quarter of 2002.
In the second quarter of 2003, the spread between  investment income and amounts
credited  to  policyholders  remained  flat;  amortization  of  deferred  policy
acquisition  costs ("DPAC")  decreased by $1.0 million with the write-off of the
DPAC asset in 2002; and general and  administration  expenses  decreased by $0.1
million, each as compared to the second quarter of 2002.

        LPAL did not generate any  premiums  during the second  quarter of 2003,
compared to $2.9  million of premiums  during the second  quarter of 2002.  LPAL
discontinued  selling  new  policies  on July 2, 2002 as a result of the  events
described above.

        Interest  and  dividend  income on  investments  was $0.5 million in the
second  quarter of 2003,  compared  with $2.1  million in the second  quarter of
2002. This $1.6 million  decrease was due primarily to a decline in the level of
invested bonds and cash.

        During the second  quarter of 2003,  $1.8  million of bond  proceeds and
cash  were  used to meet  policy  maturities  and  redemptions.  Following  this
reduction,  and further expected bond  realizations  and maturities  required to
meet policy maturities during the remaining six months of 2003,  interest income
is expected to decline to approximately $1.6 million for the full year 2003.

        Policyholder liabilities as of June 30, 2003 were $34.3 million of which
$8.6  million is scheduled to mature  during the  remaining  six months of 2003.
These   maturities  are  expected  to  be  met  by  a  combination  of  cash  of
approximately  $14.5  million  held at the  beginning  of  July  2003  and  bond
maturities of  approximately  $11.1  million  during the remaining six months of
2003. Excess cash will be reinvested in bonds to meet future policy  redemptions
and  expenses  as  appropriate.   If  there  are  no  significant   redemptions,
policyholder  liabilities are projected to be approximately $26.2 million at the
end of 2003.  Assuming  the  reinvestment  of excess  cash in bonds,  investment
income should  approximately equal the amount credited to policies and operating
expenses are  expected to be  approximately  $1.0  million  during the full year
2003.  Net  unrealized  investment  gains on  LPAL's  listed  equity  securities
decreased by $2.7 million during the month of July 2003.

        Net investment gains totaled $4.6 million in the second quarter of 2003,
compared to net investment losses of $6.6 million in the second quarter of 2002.
Net  investment  gains in the  second  quarter  of 2003  were  comprised  of net
realized  investment losses of $12.8 million and $17.4 million in gains from the
change in net realized gains and losses on the listed equity  securities held in
the trading portfolio.  The trading portfolio  increased from $7.9 million as of
March 31, 2003 to $12.5 million as of June 30, 2003.  During the second  quarter
of 2003,  one of  LPAL's  trading  positions  was  acquired  by a larger  listed
company,  in exchange for $0.6 million of stock in the acquiring company,  which
resulted in a realized  loss of $12.8 million based on an original cost of $13.4
million.

        Total invested assets (defined as total assets  excluding DPAC and other
assets)  increased  to $55.0  million  as of June 30,  2003,  compared  to $50.4
million  as of March  31,  2003 due to  increases  in the  value of the  trading
portfolio.  On total average  invested assets in the second quarter of 2003, the
average annualized net return, including both realized and unrealized investment
gains and losses, was 38.5%, compared with -11.3% in the second quarter of 2002.

        Amounts credited on policyholder  accounts  decreased by $1.6 million in
the second  quarter of 2003 to $0.5  million,  compared with $2.1 million in the
second quarter of 2002. The decrease was due primarily to substantial  increases
in policyholder surrenders in the second half of 2002. The average rate credited
to policyholders  was 5.8% in the second quarter of 2003,  compared with 6.0% in
the second quarter of 2002.

                                       27
<PAGE>

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

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

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

        In the first six months of 2003, LPAL  contributed  income before income
taxes of $3.2 million to our overall  income before income taxes,  compared to a
loss before income taxes of $12.1  million in the first six months of 2002.  Net
realized  investment  losses in the first six months of 2003 were $36.2  million
compared  to $7.9  million  in the first six  months of 2002.  The gain from the
change in net  unrealized  investment  gains and losses was $39.9 million in the
first six months of 2003,  compared  to a loss of $2.4  million in the first six
months of 2002. In the first six months of 2003, the spread  between  investment
income  and  amounts  credited  to  policyholders  decreased  by  $0.1  million;
amortization  of DPAC  decreased by $1.3 million with the  write-off of the DPAC
asset in  2002;  and  general  and  administration  expenses  decreased  by $0.1
million, each as compared to the first six months of 2002.

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

        Interest  and  dividend  income on  investments  was $1.0 million in the
first six months of 2003,  compared with $4.2 million in the first six months of
2002. This $3.2 million  decrease was due primarily to a decline in the level of
invested bonds and cash.

        Net  investment  gains  totaled  $3.7 million in the first six months of
2003, compared to net investment losses of $10.3 million in the first six months
of 2002. Net investment losses in the first six months of 2003 were comprised of
net realized  investment losses of $36.2 million and $39.9 million in gains from
the change in net realized gains and losses on the listed equity securities held
in the trading portfolio.  The trading portfolio  increased from $8.9 million as
of December  31, 2002 to $12.5  million as of June 30,  2003.  LPAL sold certain
trading  positions  during the first six months of 2003,  which  resulted in net
realized  losses of $20.8 million  based on an aggregate  original cost of $23.7
million and one of LPAL's  trading  positions  was  acquired by a larger  listed
company,  in exchange for $0.6 million of stock in the acquiring company,  which
resulted in a realized  loss of $12.8 million based on an original cost of $13.4
million. These disposals represented shares held in companies that had completed
initial  public  offerings  of their  securities.  These  realized  losses  were
increased by an  other-than-temporary  impairment  charge on one private  equity
security holding of $2.5 million.

        Total invested assets (defined as total assets  excluding DPAC and other
assets)  increased  to $55.0  million  as of June 30,  2003,  compared  to $51.6
million as of  December  31, 2002 due to  increases  in the value of the trading
portfolio. On total average invested assets in the first six months of 2003, the
average annualized net return, including both realized and unrealized investment
gains and  losses,  was  18.1%,  compared  with -7.8% in the first six months of
2002.

        Amounts credited on policyholder  accounts  decreased by $3.1 million in
the first six months of 2003 to $1.0 million,  compared with $4.1 million in the
first  six  months  of 2002.  The  decrease  was due  primarily  to  substantial
increases in  policyholder  surrenders  in the second half of 2002.  The average
rate  credited  to  policyholders  was 5.8% in the  first  six  months  of 2003,
compared with 6.0% in the first six months of 2002.

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

                                       28
<PAGE>


        General and  administrative  expenses  decreased by $0.1 million to $0.5
million in the first six months of 2003,  compared  with the first six months of
2002 due to decreases in marketing, staff compensation and back office expenses.

Venture Capital Management

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

                                                                      Three Months Ended           Six Months Ended
                                                                             June 30,                   June 30,
                                                                  --------------------------   --------------------------
                                                                      2003          2002           2003          2002
                                                                  ------------  ------------   ------------  ------------
                                                                                       (In thousands)
<S>                                                               <C>           <C>             <C>          <C>
Revenues:
Management fees...................................................  $        -    $      335      $       -    $    2,908
Net realized investment gains (losses) (1)........................       2,150          (512)        (3,099)      (31,999)
Change in net unrealized investment gains and losses on
    trading securities (1)........................................         531        (9,237)         7,647        16,774
                                                                  ------------  ------------    -----------  ------------
Total revenues and net investment gains (losses)..................       2,681        (9,414)         4,548       (12,317)
Operating expenses................................................         282         1,534            480         2,612
                                                                  ------------  ------------    -----------  ------------
Income (loss) before income taxes.................................  $    2,399    $  (10,948)     $   4,068    $  (14,929)
                                                                  ------------  ------------    -----------  ------------
                                                                  ------------  ------------    -----------  ------------

<FN>
(1)     Net realized investment losses in the amounts of $0 and $31,368,000 were recorded in the first  quarters of 2003 and 2002,
        respectively,  by the venture capital management segment, related to intersegmental investment sales to the life  insurance
        and annuities  segment.  These net realized investment  losses  were  offset  by  a  corresponding  reclassification
        adjustment  in  unrealized   investment  gains  and  losses  on  trading securities  for the same  amount.  These  gains
        and  losses  have  been eliminated in our unaudited interim consolidated financial statements.
</FN>
</TABLE>

Second quarter of 2003 compared to second quarter of 2002

        In the second quarter of 2003, the venture  capital  management  segment
contributed  income  before  income  taxes of $2.4  million,  compared to a loss
before income taxes of $10.9 million in the second  quarter of 2002.  The income
and loss in those  periods,  respectively,  was  attributable  primarily  to net
realized and unrealized investment gains and losses on listed equity securities.
These  positions  in listed  equity  securities  resulted  from  privately  held
technology  companies,  in which the venture capital  management  segment had an
equity  interest,  completing  initial  public  offerings  or being  acquired by
publicly traded companies in stock-for-stock acquisitions.

        The  change in net  unrealized  gains and  losses in the  listed  equity
trading  portfolio  during the second quarter of 2003 was a gain of $0.5 million
and net realized gains were $2.2 million.  The trading portfolio  decreased from
$4.9 million as of March 31, 2003 to $4.6  million as of June 30, 2003.  We sold
certain trading  positions  during the second quarter of 2003, which resulted in
net realized  gains of $2.3 million based on an aggregate  original cost of $0.8
million.  These realized gains were partially offset by an  other-than-temporary
impairment  write-down of $0.1 million on a private  investment  relating to the
guarantees  as  discussed  in Note 8 "Notes  Payable" to the  Unaudited  Interim
Consolidated  Financial  Statements.  All  intersegmental  investment  gains and
losses,  other than those arising from sales to LPLA (discontinued  operations),
have been  eliminated  in our  unaudited  condensed  consolidated  statements of
income.

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

        The venture capital management segment earned portfolio  management fees
from LPLA of $0.3  million  in the  second  quarter  of 2002.  Due to the events
described above in the section entitled "Life Insurance and Annuities," BICC has
not received fees from the management of LPLA's investment  portfolio since that
time.

                                       29
<PAGE>

        Operating  expenses  in the second  quarter  of 2003 were $0.3  million,
compared  to $1.5  million  in the  second  quarter  of 2002.  The $1.2  million
decrease  was  attributable  primarily  to lower  staff  costs,  reflecting  the
reduction in business and staffing during the latter half of 2002.

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

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

        In the first six months of 2003, the venture capital  management segment
contributed  income  before  income  taxes of $4.1  million,  compared to a loss
before income taxes of $14.9 million in the first six months of 2002. The income
and loss in those  periods,  respectively,  was  attributable  primarily  to net
realized and unrealized investment gains and losses on listed equity securities.
These  positions  in listed  equity  securities  resulted  from  privately  held
technology  companies,  in which the venture capital  management  segment had an
equity  interest,  completing  initial  public  offerings  or being  acquired by
publicly traded companies in stock-for-stock acquisitions.

        The  change in net  unrealized  gains and  losses in the  listed  equity
trading  portfolio  during  the  first  six  months  of 2003  was a gain of $7.6
million,  which was partially offset by net realized losses of $3.1 million. The
trading  portfolio  decreased  from $7.6 million as of December 31, 2002 to $4.6
million as of June 30, 2003. We sold certain trading  positions during the first
six months of 2003,  which resulted in net realized losses of $2.9 million based
on an aggregate  original  cost of $10.6  million.  These  realized  losses were
increased by an  other-than-temporary  impairment  write-down of $0.2 million on
two private investments relating to the guarantees as discussed in Note 8 "Notes
Payable"  to  the  Unaudited  Interim  Consolidated  Financial  Statements.  All
intersegmental  investment gains and losses, other than those arising from sales
to  LPLA  (discontinued  operations),  have  been  eliminated  in our  unaudited
condensed consolidated statements of income.

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

        Operating  expenses  in the first six months of 2003 were $0.5  million,
compared  to $2.6  million  in the first six  months of 2002.  The $2.1  million
decrease  was  attributable  primarily  to lower  staff  costs,  reflecting  the
reduction in business and staffing during the latter half of 2002.

Corporate and Other

Second quarter of 2003 compared to second quarter of 2002

        Corporate  expenses  decreased  by $1.0  million to $0.8  million in the
second  quarter of 2003,  as compared to $1.8  million in the second  quarter of
2002.  This decrease was primarily  due to decreases in staff  compensation  and
bank facility costs, partially offset by higher audit fees.

        Interest  income earned by us and our  subsidiaries  (excluding the life
insurance  and  annuities  segment)  decreased by $0.2 million to $12,000 in the
second  quarter of 2003 as compared with the second  quarter of 2002,  primarily
due to the  decrease in cash and cash  equivalents  held by us, as well as lower
interest rates. Interest expense incurred by us and our subsidiaries  (excluding
the life  insurance  and  annuities  segment)  increased by $0.3 million to $0.5
million in the second  quarter of 2003 as  compared  with the second  quarter of
2002,  primarily due to the  accelerated  amortization  of bank  facility  costs
(restructuring  fees and the value of warrants  issued to the Bank of Scotland).
These  capitalized  costs have been fully  written off in the second  quarter of
2003 due to the full repayment and early  termination  of the bank  facility.  A
discussion  of our  sources  and uses of cash is  discussed  in  "Liquidity  and
Capital Resources" below.

                                       30
<PAGE>

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

        Corporate  expenses  decreased  by $1.4  million to $2.1  million in the
first six months of 2003,  as compared to $3.5  million for the first six months
of 2002. This decrease was primarily due to decreases in staff  compensation and
bank  facility  costs,  partially  offset  by higher  insurance  costs and legal
expenses.

        Interest  income earned by us and our  subsidiaries  (excluding the life
insurance  and  annuities  segment)  decreased by $0.4 million to $29,000 in the
first  six  months  of 2003 as  compared  with the  first  six  months  of 2002,
primarily due to the decrease in cash and cash  equivalents  held by us, as well
as lower interest rates.  Interest  expense  incurred by us and our subsidiaries
(excluding the life insurance and annuities  segment)  increased by $0.1 million
to $0.7  million in the first six months of 2003 as compared  with the first six
months of 2002 due to the  accelerated  amortization  of bank facility  costs as
discussed  above,  which  were  partially  offset by the  impact  of lower  bank
borrowings.  A  discussion  of our  sources  and  uses of cash is  discussed  in
"Liquidity and Capital Resources" below.

Consolidated Income (Loss) from Continuing Operations Before Income Taxes

Second quarter of 2003 compared to second quarter of 2002

        Consolidated  income from continuing  operations before income taxes was
$5.4 million in the second quarter of 2003,  compared to a loss of $20.8 million
in the second quarter of 2002. This substantial improvement was primarily due to
net  realized  and  unrealized  investment  gains of $7.3  million in the second
quarter of 2003,  compared to net realized and unrealized  investment  losses of
$16.4 million in the second quarter of 2002.

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

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

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

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

        Consolidated  income from continuing  operations before income taxes was
$4.6  million  in the first  six  months  of 2003,  compared  to a loss of $30.7
million  in the  first six  months of 2002.  This  substantial  improvement  was
primarily due to net realized and unrealized investment gains of $8.3 million in
the first six months of 2003, compared to net realized and unrealized investment
losses of $25.5 million in the first six months of 2002.

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

                                       31
<PAGE>


Second quarter of 2003 compared to second quarter of 2002 (continuing
        operations)

        On income from continuing operations before income taxes of $5.4 million
for the second  quarter of 2003,  we had income tax expense of $5,000.  This low
level of tax expense was primarily due to the $5.9 million of income contributed
by our  Jersey  and  Guernsey  operations  during the  period,  which  primarily
consisted of untaxed investment gains.

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

        On income from continuing operations before income taxes of $4.6 million
for the first six months of 2003, we had income tax expense of $12,000. This low
level of tax expense was primarily due to the $5.5 million of income contributed
by our  Jersey  and  Guernsey  operations  during the  period,  which  primarily
consisted of untaxed investment gains.

Second quarter and first six months of 2003 (disposal of discontinued
       operations)

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

Discontinued Operations

Second quarter of 2003 compared to second quarter of 2002

        In the second quarter of 2002,  prior to the loss of management  control
over LPLA,  we  recorded  an  after-tax  loss from  operations  of LPLA of $85.8
million.  The  loss in the  second  quarter  of 2002  was  primarily  due to net
realized investment losses and the change in net unrealized investment gains and
losses totaling $71.7 million. For further information, see Note 3 "Discontinued
Operations" to the Unaudited Interim  Consolidated  Financial Statements in Part
I, Item 1.

        Because we entered into a definitive agreement to sell substantially all
of the assets and operations of BCM on March 7, 2003, we  deconsolidated  BCM as
of March 31, 2003 and BCM's results of operations  (together  with the remaining
asset management  segment for 2002) have been reported  separately in the income
statement under discontinued operations. In the second quarter of 2003, prior to
the completion of the sale of BCM on May 7, 2003, the asset  management  segment
(comprised of BCM only) generated a loss before taxes of $54,000, as compared to
income  before  taxes of  $168,000  for the second  quarter of 2002  (which also
included the results of BIL of $27,000).  The  reduction in income was primarily
due to the loss of management contracts relating to LPLA's investment portfolios
during  the  third  quarter  of  2002.  For  further  information,  see  Note  3
"Discontinued  Operations"  to  the  Unaudited  Interim  Consolidated  Financial
Statements.

        Since we completed  the sale of the LPA business on June 5, 2003,  LPA's
results of  operations  have been reported  separately  in the income  statement
under  discontinued  operations.  In the second  quarter  of 2003,  prior to the
completion of the sale of LPA, the financial advisory services segment generated
a loss  before  income  taxes of  $724,000,  as compared to $805,000 in the full
second  quarter  of 2002.  For  further  information,  see Note 3  "Discontinued
Operations" to the Unaudited Interim Consolidated Financial Statements.

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

        In the first six months of 2002, prior to the loss of management control
over LPLA,  we  recorded an  after-tax  loss from  operations  of LPLA of $104.8
million.  The loss in the first  six  months  of 2002 was  primarily

                                       32
<PAGE>

due  to net  realized  investment  losses  and  the  change  in  net  unrealized
investment gains and losses totaling $97.6 million. For further information, see
Note 3 "Discontinued Operations" to the Unaudited Interim Consolidated Financial
Statements in Part I, Item 1.

        In the first six months of 2003,  prior to the completion of the sale of
BCM on May 7,  2003,  the  asset  management  segment  (comprised  of BCM  only)
generated a loss before taxes of $34,000,  as compared to income before taxes of
$526,000  for the first six months of 2002 (which also  included  the results of
BIL of  $273,000).  The  reduction  in income was  primarily  due to the loss of
management  contracts relating to LPLA's investment  portfolios during the third
quarter of 2002. For further information,  see Note 3 "Discontinued  Operations"
to the Unaudited Interim Consolidated Financial Statements.

        In the first six months of 2003,  prior to the completion of the sale of
LPA on June 5, 2003, the financial  advisory  services segment  generated a loss
before  taxes of $1.7  million,  as compared  to $1.8  million for the first six
months of 2002. For further information, see Note 3 "Discontinued Operations" to
the Unaudited Interim Consolidated Financial Statements.


CRITICAL ACCOUNTING POLICIES

        Management  has  identified  those  accounting  policies  that  are most
important to the accurate  portrayal of our  financial  condition and results of
operations and that require  management's most complex or subjective  judgments,
often as a result of the need to make estimates about the effect of matters that
are inherently uncertain. These most critical accounting policies pertain to our
investments  and to the  accounting for life insurance  policy  liabilities.  In
addition, for 2002 and for the first six months of 2003, our accounting policies
relating to  consolidation,  deconsolidation  and the reporting of  discontinued
operations became very important to the portrayal of our financial condition and
results of operations. These critical accounting policies are described below.

Determination of Fair Values of Investments

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

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

        One of the factors  affecting  fair value is the amount of time before a
company  requires  additional  financing to support its  operations.  Management
believes that companies that are financed to the estimated  point of operational
profitability  or for a period  greater  than one year will most  likely  return
value to the investor through an acquisition between a willing buyer and seller,
as the company does not need to seek financing from an opportunistic investor or
insider in an adverse  investment  environment.  If a particular  company  needs

                                       33
<PAGE>

capital in the near term,  management  considers  a range of factors in its fair
value  analysis,  including  our  ability  to  recover  our  investment  through
surviving liquidation  preferences.  Management's  valuation  methodologies also
include  fundamental  analysis that evaluates the investee company's progress in
developing  products,  building  intellectual  property  portfolios and securing
customer  relationships,  as well as overall industry conditions,  conditions in
and prospects for the investee's  geographic  region,  and overall equity market
conditions.   This  is  combined  with   analysis  of   comparable   acquisition
transactions and values to determine if the security's  liquidation  preferences
will ensure full recovery of our investment in a likely acquisition  outcome. In
its valuation analysis, management also considers the most recent transaction in
a company's shares.

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

Other-than-Temporary Impairments

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

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

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

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

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

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

                                       34
<PAGE>

liabilities for deferred annuities as investment-type  insurance products and we
record these liabilities at accumulated value (premiums  received,  plus accrued
interest to the balance sheet date, less withdrawals and assessed fees).

Consolidation, Deconsolidation and Reporting of Discontinued Operations

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

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

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

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


Liquidity and Capital Resources

        Our cash and cash  equivalents  increased during the first six months of
2003 by $9.7 million to $25.0 million, WHICH INCLUDES $14.5 MILLION HELD BY LPAL
WHICH IS NOT CURRENTLY  AVAILABLE TO FUND THE  OPERATIONS OR  COMMITMENTS OF THE
COMPANY OR ITS OTHER SUBSIDIARIES.  (LPAL is a regulated insurance company,  and
as  such  it  must  meet  stringent   capital   adequacy   requirements  and  no
distributions  may be made from it without  the  consent  of LPAL's  independent
actuary.) This increase in cash and cash equivalents resulted from $24.7 million
provided by investing  activities,  partially  offset by $12.3  million and $3.0
million of cash used in financing and operating activities,  respectively.  Cash
used in  operating  activities  primarily  related to the  payment of  guarantee
obligations under the bank facility and the loss from  discontinued  operations,
partially  offset by net income from continuing  operations  which was primarily
attributable  to the sale of trading  securities.  Cash  provided  by  investing
activities primarily related to the disposals of BCM and LPA, and to the sale of
corporate  bonds by LPAL.  Cash  used in  financing  activities

                                       35
<PAGE>

related to the repayment of bank borrowings,  as well as insurance  policyholder
benefits  paid by LPAL.  As of June  30,  2003,  our cash and cash  equivalents,
excluding the amount held by LPAL, amounted to $10.5 million, a decrease of $0.9
million from December 31, 2002. Excluding LPAL's investments,  we also held $4.6
million of listed equity securities which could be sold within a short period of
time as of June 30, 2003, compared to $7.7 million as of December 31, 2002.

        Shareholders'  equity  increased  during the first six months of 2003 by
$16.1  million from $21.5  million at December 31, 2002 to $37.6 million at June
30,  2003,  primarily  due to net  income for the  period of $14.5  million,  in
addition  to the change in  unrealized  gains and  losses on  available-for-sale
securities of $1.2 million included in accumulated  other  comprehensive  income
(loss). As of June 30, 2003 and December 31, 2002, $63.6 million of our Ordinary
Shares,  at cost,  held by the employee  benefit trusts have been netted against
shareholders' equity.

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

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

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

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

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

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

        On July 2,  2002,  we  announced  that  LPAL  discontinued  issuing  new
policies.  Subsequent to this announcement and other  announcements  relating to
the  Group  and  LPLA,   LPAL   policy   surrenders   substantially   increased.
Approximately 76% of LPAL's $140.2 million  policyholder  liabilities as of June
30,  2002 had been  surrendered  or had  matured  as of June  30,  2003.  Policy
surrenders and maturities for the first six months of 2003 totaled $3.0 million.
We do not expect  significant  surrender  activity during the remainder of 2003;
however, approximately $8.6 million of policyholder liabilities are scheduled to
mature during the remaining six months of 2003. These maturities are expected to
be met by a  combination  of cash held as of

                                       36
<PAGE>

June 30, 2003 of $14.5 million and the proceeds  from  maturing  bonds which are
estimated to be $11.1 million during the remaining six months of 2003.  Assuming
the reinvestment of excess cash in bonds, investment income should approximately
equal the amount credited to policies during the remainder of 2003.

        During  the first six months of 2003,  LPAL  continued  to  service  its
policyholders.  Policyholder liabilities for LPAL fell slightly during the first
six months of 2003 from $35.4  million as of December 31, 2002 to $34.3  million
as of June 30,  2003.  As of June 30, 2003,  LPAL's  corporate  bonds,  cash and
accrued  interest  totaled $36.9 million,  listed equity  securities  were $12.5
million and the book value of private equity securities was $5.6 million. Due to
the  weakened  economic  environment,  in February  2003,  the Jersey  Financial
Services  Commission  ("JFSC") amended LPAL's insurance permit such that private
equity  investments are no longer approved  assets.  Therefore,  declines in the
market value of LPAL's listed equity securities,  which totaled $12.5 million as
of June 30, 2003, could have a significant  impact on LPAL's  statutory  capital
level.

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

        As discussed  above,  we have fully repaid our bank  borrowings  and our
guarantee obligations have been satisfied, and as of June 30, 2003, we had $10.5
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.  We also  expect to receive  $1.0  million in cash out of escrow and
additional cash consideration totaling approximately $1.0 million related to the
sales of BCM and LPA over the next 18 months as  discussed  in Note 1 and Note 6
to the Unaudited Interim Consolidated Financial Statements in Item 1 of Part I.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

        For  LPAL's  business,   the  amount  of  policyholder   liabilities  is
unaffected  by changes in interest  rates.  Given the  existing  policy and bond
maturity  profiles,  and that bonds will generally be held to maturity and early
policy  redemptions  are  protected by a market value  adjustment  and surrender
penalty,  the bonds and policies  carry no interest rate risk.  Interest  income
earned on excess cash is expected to be  approximately  $0.2 million  during the
second half of 2003. For each 100 basis point move in market interest rates this
amount will vary by approximately $68,000 per annum.

Equity Price Risk

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

        If the  fair  value  of our  listed  equities  as of June  30,  2003 and
December 31, 2002, which totaled $17.1 million and $16.5 million,  respectively,
had abruptly  increased or decreased by 50%, the fair value of the listed equity
portfolio  would have  increased or decreased by $8.6 million and $8.3  million,
respectively. The largest

                                       37
<PAGE>

of these listed  equities  represented  $16.4  million and $11.4  million of the
total as of June 30, 2003 and December 31, 2002, respectively. If the fair value
of the largest  listed  equity had  abruptly  increased or decreased by 50%, its
fair value would have  increased or decreased by $8.2 million and $5.7  million,
respectively.

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

        As of June 30, 2003,  we held $5.7 million in private  corporate  equity
securities  primarily in technology  companies  for which liquid  markets do not
exist.  Private  equity  prices do not  fluctuate  directly  with public  equity
markets,   but   significant   market   movements   may  trigger  a  review  for
other-than-temporary  adjustment  of the carrying  values of our private  equity
securities.  The risks  inherent  in these  private  equity  investments  relate
primarily to the viability of the investee  companies.  We try to mitigate these
risks in various ways  including  performing  extensive due  diligence  prior to
making an  investment,  and  regularly  reviewing  the  progress of the investee
companies.


Item 4.   CONTROLS AND PROCEDURES

        We maintain  disclosure  controls and procedures designed to ensure that
information  required  to be  disclosed  in our  filings  under  the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the periods  specified in the rules and forms of the Securities
and Exchange Commission. Such information 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  the chief  executive  officer  and the  chief  financial
officer,  recognizes that any set of controls and procedures, no matter how well
designed and operated,  can provide only  reasonable  assurance of achieving the
desired control objectives.

        Within 90 days prior to the filing date of this quarterly report on Form
10-Q,  we  carried  out an  evaluation,  under  the  supervision  and  with  the
participation of our management, including our chief executive officer and chief
financial  officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures.  Based  on  such  evaluation,  our  chief
executive  officer and chief  financial  officer  concluded  that our disclosure
controls and procedures are effective.

        There have been no  significant  changes in our internal  controls or in
other factors that could  significantly  affect the internal controls subsequent
to the date of their  evaluation  in  connection  with the  preparation  of this
quarterly report on Form 10-Q.


                           PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

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

                                       38
<PAGE>


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

        On  June  2,  2003,  we held an  extraordinary  general  meeting  of the
shareholders where the following matter was submitted to a vote and approved:

(1)     To approve the sale of London  Pacific  Advisors;  votes  received  for:
        33,517,312, against: 12,931. There were 2,000 abstentions.

        On June 12, 2003, 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,  2002,  together  with the  report of the
        independent auditors thereon;  votes received for: 37,262,961,  against:
        110,654. There were 92,655 abstentions.

(2)     For the re-election of one director,  Mr. John Clennett;  votes received
        for:  36,893,571,  against:  433,585.  There were  139,114  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.  Victor A.  Hebert,  Mr.  Harold E.  Hughes,  Jr.  and The
        Viscount Trenchard.

(3)     To re-appoint  BDO  International  and BDO Seidman,  LLP as  independent
        auditors of the  Company and to  authorize  the  directors  to fix their
        remuneration;  votes received for: 36,974,922,  against:  353,838. There
        were 137,510 abstentions.

(4)     To  consider  and if  thought  fit pass the  following  resolution  as a
        special resolution: that the name of the Company be changed to "Berkeley
        Technology Limited;" votes received for: 37,089,901,  against:  235,899.
        There were 140,470 abstentions.


Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)    EXHIBITS

       The following exhibits are filed herewith:

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

10.6           Purchase  Agreement,  dated May 9, 2003,  for the  acquisition of
               London  Pacific  Advisory  Services,   Inc.  and  London  Pacific
               Securities, Inc. by SunGard Business Systems Inc.

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

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

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

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

                                       39
<PAGE>

(b)      REPORTS ON FORM 8-K:

        We filed seven current  reports on Form 8-K during the second quarter of
2003 as follows:

        (1)     The Form 8-K filed on May 8, 2003  announcing  that we completed
                the sale of  substantially  all of the assets and  operations of
                Berkeley   Capital   Management   ("BCM")  to  Berkeley  Capital
                Management   LLC   ("BCM   LLC"),   a   newly   formed   company
                majority-owned  by funds under the  management  of Putnam Lovell
                NBF Private Equity, on May 7, 2003.

        (2)     The  Form  8-K  filed  on May 12,  2003  announcing  that we had
                entered into a definitive agreement,  subject to shareholder and
                regulatory  approvals,  to sell the  stock  of our  wholly-owned
                subsidiaries  London Pacific  Advisory  Services,  Inc.,  London
                Pacific Securities,  Inc and LPA Insurance Agency, Inc. together
                with the associated  assets of the advisory business held within
                London Pacific  Technologies,  Inc. and LPA Advisors,  Inc. (the
                "LPA  business")  to a  wholly-owned  subsidiary of SunGard Data
                Systems Inc. ("SunGard").

        (3)     The Form 8-K filed on May 13, 2003 detailing  information on the
                consideration   we  will   receive   relating  to  the  sale  of
                substantially  all of the  assets and  operations  of BCM to BCM
                LLC.

        (4)     The Form 8-K  filed on May 15,  2003  announcing  our  financial
                results for the quarter ended March 31, 2003.

        (5)     The  Form  8-K  filed  on  June  2,  2003  announcing  that  the
                shareholders  approved the proposed  sale of the LPA business to
                SunGard  at  the  Extraordinary   General  Meeting  of  Ordinary
                Shareholders held on June 2, 2003.

        (6)     The Form 8-K filed on June 6, 2003  announcing the completion of
                the sale of the LPA business to SunGard on June 5, 2003.

        (7)     The Form 8-K filed on June 17, 2003  announcing that with effect
                from June 16, 2003 our name  changed from London  Pacific  Group
                Limited to Berkeley  Technology  Limited.  Our new OTCBB trading
                symbol for our ADRs is now BKLYY and the trading  symbol for our
                Ordinary Shares on the London Stock Exchange is now BEK.


                                       40
<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:  August 6, 2003         By: /s/  Ian K. Whitehead

                                  Ian K. Whitehead
                                  Chief Financial Officer

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




                                       41
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

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

10.6           Purchase  Agreement,  dated May 9, 2003,  for the  acquisition of
               London  Pacific  Advisory  Services,   Inc.  and  London  Pacific
               Securities, Inc. by SunGard Business Systems Inc.

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

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

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

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