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, 2000

                                       OR

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


                         Commission file number 0-21874

                          London Pacific Group Limited

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

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


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

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

   (Former name, address and former fiscal year, if changed since last report)

    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                            Yes  X  No
                                                                ---    ---

    The number of shares  outstanding of the  registrant's  Ordinary  Shares,  5
cents par value per share, as of August 14, 2000 was 64,433,313.




<PAGE>


                                TABLE OF CONTENTS



                                     PART I

                              FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1.    Financial Statements:                                            Page
<S>                                                                         <C>
           Condensed Consolidated Balance Sheets as of June 30, 2000
               and December 31, 1999......................................  3

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

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

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

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

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

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

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


                                     PART II

                                OTHER INFORMATION

Item 1.    Legal Proceedings..............................................  23

Item 4.    Submission of Matters to a Vote of Security Holders............  23

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

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

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

</TABLE>
<PAGE>

                         Part I - FINANCIAL INFORMATION
                          Item 1. FINANCIAL STATEMENTS

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                    June 30,      December 31,
                                                                                      2000            1999
                                                                                  ------------    ------------
                                                     ASSETS                        (Unaudited)
<S>                                                                               <C>              <C>
Cash and cash equivalents.....................................................    $     27,841     $    49,703
Cash held in escrow...........................................................           2,933           3,110

Investments, principally of life insurance subsidiaries:
    Fixed maturities:
      Available-for-sale, at fair value (amortized cost: June 30, 2000,
       $1,192,977; December 31, 1999, $1,037,085).............................       1,111,593         989,065
      Held-to-maturity, at amortized cost (fair value: June 30, 2000,
       $164,986; December 31, 1999, $221,167).................................         166,126         222,110
    Equity securities:
      Trading account, at fair value (cost: June 30, 2000, $84,176;
       December 31, 1999, $34,680) ...........................................         803,533         399,844
      Available-for-sale, at fair value (cost: June 30, 2000, $179,589;
       December 31, 1999, $186,403) ..........................................         171,397         182,926
    Loans to life insurance policyholders ....................................          10,374          10,385
                                                                                  ------------     -----------
Total investments ............................................................       2,263,023       1,804,330

Assets held in separate accounts .............................................         171,417         125,528
Deferred policy acquisition costs ............................................         173,641         144,518
Receivables ..................................................................          36,147          56,335
Other assets .................................................................          13,412          19,264
                                                                                  ------------     -----------
Total assets .................................................................    $  2,688,414     $ 2,202,788
                                                                                  ------------     -----------
                                                                                  ------------     -----------

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                                               <C>              <C>
Liabilities:
Life insurance policy liabilities ............................................    $  1,538,871     $ 1,416,423
Liabilities related to separate accounts .....................................         172,881         126,703
Accounts payable and accrued liabilities .....................................          28,832          34,912
Income taxes payable and other liabilities ...................................           5,802           5,748
Deferred income taxes.........................................................         118,814          66,527
                                                                                  ------------     -----------
Total liabilities ............................................................       1,865,200       1,650,313
                                                                                  ------------     -----------
Shareholders' equity:
Ordinary shares, $.05 par value per share: authorized 86,400,000 shares;
    issued and outstanding 64,433,313 shares .................................           3,222           3,222
Additional paid-in capital ...................................................          63,510          62,307
Retained earnings ............................................................         836,544         559,344
Employee benefit trusts, at cost (shares: June 30, 2000, 12,724,006;
    December 31, 1999, 15,331,656) ...........................................         (49,401)        (54,033)
Accumulated other comprehensive income (loss) from
    net unrealized gains (losses) on available-for-sale securities ...........         (30,661)        (18,365)
                                                                                  ------------     -----------
Total shareholders' equity ...................................................         823,214         552,475
                                                                                  ------------     -----------
Total liabilities and shareholders' equity ...................................    $  2,688,414     $ 2,202,788
                                                                                  ------------     -----------
                                                                                  ------------     -----------
</TABLE>
[FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>
<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                      Three Months Ended      Six Months Ended
                                                                             June 30,             June 30,
                                                                     --------------------   --------------------
                                                                        2000       1999        2000       1999
                                                                     ---------  ---------   ---------  ---------
<S>                                                                  <C>        <C>         <C>        <C>
Revenues:
Investment income...............................................     $  27,547  $  23,883   $  53,332  $  47,129
Insurance policy charges........................................         2,011      1,718       3,838      3,240
Financial advisory services, asset management and other
    fee income.................................................          7,231      6,638      16,996     13,016
Realized investment gains (losses)..............................        (8,596)    (5,586)        188     (5,829)
Unrealized investment gains on trading securities ..............       426,338     39,842     354,193     73,757
                                                                     ---------  ---------   ---------  ---------
                                                                       454,531     66,495     428,547    131,313
Expenses:
Interest credited on insurance policyholder accounts............        22,330     17,751      42,775     35,049
Amortization of deferred policy acquisition costs...............         5,947      3,690      11,242      7,756
Operating expenses..............................................        16,039     17,653      29,260     29,241
Goodwill amortization...........................................            57         59         115        118
Interest expense................................................             2         17          14         22
                                                                     ---------  ---------   ---------  ---------
                                                                        44,375     39,170      83,406     72,186
                                                                     ---------  ---------   ---------  ---------
Income before income tax expense................................       410,156     27,325     345,141     59,127

Income tax expense..............................................        70,325      6,880      60,848     18,329
                                                                     ---------  ---------   ---------  ---------
Net income......................................................     $ 339,831  $  20,445   $ 284,293  $  40,798
                                                                     ---------  ---------   ---------  ---------
                                                                     ---------  ---------   ---------  ---------
</TABLE>
<TABLE>
<S>                                                                                         <C>        <C>
Interim dividend declared
(2000 and 1999: 11.0 cents per share gross; 8.8 cents per ADR)...........................   $   4,608  $   4,408
                                                                                            ---------  ---------
                                                                                            ---------  ---------
</TABLE>
<TABLE>
<S>                                                                     <C>        <C>         <C>        <C>
Earnings per share and ADR, basic...............................        $ 6.57     $ 0.41      $ 5.59     $ 0.82
Earnings per share and ADR, diluted.............................        $ 5.62     $ 0.36      $ 4.72     $ 0.75
</TABLE>
[FN]

      See accompanying notes to Interim Consolidated Financial Statements.
</FN>
<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                        Six Months Ended
                                                                                            June 30,
                                                                                  --------------------------
                                                                                     2000            1999
                                                                                  ----------       ---------

<S>                                                                               <C>              <C>
Net cash provided by operating activities.....................................    $  135,210       $  33,983

Cash flows from investing activities:
Purchases of held-to-maturity and available-for-sale securities ..............      (228,381)       (200,209)
Proceeds from sale of held-to-maturity and available-for-sale securities .....        75,880         125,018
Capital expenditures .........................................................        (1,099)           (551)
Other cash flows from investing activities ...................................         4,214             244
                                                                                  ----------       ---------
Net cash used in investing activities ........................................      (149,386)        (75,498)
                                                                                  ----------       ---------
Cash flows from financing activities:
Issue of ordinary shares .....................................................             -               5
Dividends paid ...............................................................        (7,093)         (7,096)
Payment of bank overdraft ....................................................          (593)           (748)
                                                                                  ----------       ---------
Net cash used in financing activities ........................................        (7,686)         (7,839)
                                                                                  ----------       ---------

Net decrease in cash and cash equivalents ....................................       (21,862)        (49,354)
Cash and cash equivalents at beginning of year ...............................        49,703         111,414
                                                                                  ----------       ---------
Cash and cash equivalents at end of period ...................................    $   27,841       $  62,060
                                                                                  ----------       ---------
                                                                                  ----------       ---------

</TABLE>
[FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                         Net Unrealized
                                                                                        Gains (Losses) on
                                        Ordinary   Additional                 Employee   Available-for-  Total
                                        Shares at   Paid-in      Retained      Benefit       Sale     Shareholders'
                                        Par Value   Capital      Earnings      Trusts     Securities     Equity
                                       ----------- ----------   ----------    ---------   ----------- -------------
<S>                                    <C>         <C>          <C>           <C>          <C>            <C>
Balance, January 1, 1999 ..........    $  3,221    $  62,199    $  318,785    $ (52,282)   $ (3,442)    $ 328,481

Issue of ordinary shares...........           1            4             -            -           -             5
Unrealized gains (losses) on
   available-for-sale securities...           -            -             -            -      (6,925)       (6,925)
Purchase of shares by the
   employee benefit trusts.........           -            -             -       (1,171)          -        (1,171)
Exercise of employee share
   options, including income
   tax effect......................           -           50             -        1,650           -         1,700
Realized gains (losses) on
   disposal of shares held by the
   employee benefit trusts.........           -           38             -            -           -            38
Cash dividends declared............           -            -        (7,096)           -           -        (7,096)
Net income.........................           -            -        40,799            -           -        40,799
                                       --------    ---------    ----------    ---------    --------     ---------
Balance, June 30, 1999.............    $  3,222    $  62,291    $  352,488    $ (51,803)   $(10,367)    $ 355,831
                                       --------    ---------    ----------    ---------    --------     ---------
                                       --------    ---------    ----------    ---------    --------     ---------

</TABLE>
<TABLE>
<CAPTION>

                                                                                         Net Unrealized
                                                                                        Gains (Losses) on
                                        Ordinary   Additional                 Employee   Available-for-     Total
                                        Shares at   Paid-in      Retained      Benefit       Sale       Shareholders'
                                        Par Value   Capital      Earnings      Trusts     Securities        Equity
                                       ----------- ----------   ----------    ---------   -----------   -------------

<S>                                    <C>         <C>          <C>           <C>          <C>          <C>
Balance, January 1, 2000...........    $  3,222    $  62,307    $  559,344    $ (54,033)   $(18,365)    $ 552,475

Unrealized gains (losses) on
   available-for-sale securities...           -            -             -            -     (12,296)      (12,296)
Purchase of shares by the
   employee benefit trusts.........           -            -             -       (2,660)          -        (2,660)
Exercise of employee share
   options, including income
   tax effect......................           -        1,548             -        7,292           -         8,840
Realized gains (losses) on
   disposal of shares held by the
   employee benefit trusts.........           -         (345)            -            -           -          (345)
Cash dividends declared............           -            -        (7,093)           -           -        (7,093)
Net income ........................           -            -       284,293            -           -       284,293
                                       --------    ---------    ----------    ---------    --------     ---------
Balance, June 30, 2000.............     $ 3,222    $  63,510    $  836,544    $ (49,401)   $(30,661)    $ 823,214
                                       --------    ---------    ----------    ---------    --------     ---------
                                       --------    ---------    ----------    ---------    --------     ---------
</TABLE>
[FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>
<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
                                 (In thousands)


<TABLE>
<CAPTION>

                                                                     Three Months Ended         Six Months Ended
                                                                           June 30,                  June 30,
                                                                   ----------------------     ---------------------
                                                                      2000         1999          2000        1999
                                                                   ---------    ---------     ---------    --------
<S>                                                                <C>          <C>           <C>          <C>
Net income .....................................................   $ 339,831    $ 20,445      $ 284,293    $ 40,798

Other comprehensive income (loss) net of income taxes:
Unrealized gains (losses) on available-for-sale securities
   arising during the period, net of  income  taxes  and
   deferred  policy acquisition cost amortization adjustments
   of $19,273, $10,216, $26,857 and $13,078, respectively ......      (8,613)     (4,726)       (12,296)     (6,925)
                                                                   ---------    --------      ---------    --------
Other comprehensive income (loss)...............................      (8,613)     (4,726)       (12,296)     (6,925)
                                                                   ---------    --------      ---------    --------
Comprehensive income ...........................................   $ 331,218    $ 15,719      $ 271,997    $ 33,873
                                                                   ---------    --------      ---------    --------
                                                                   ---------    --------      ---------    --------

</TABLE>


[FN]
      See accompanying notes to Interim Consolidated Financial Statements.
</FN>
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Note 1.    Basis of Presentation

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

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

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

Note 2.    Comprehensive Income

       Comprehensive  income is defined as the aggregate change in shareholders'
equity,  excluding changes in ownership interests.  For the Group, it is the sum
of net income and changes in  unrealized  gains or losses on  available-for-sale
securities.

Note 3.    Earnings Per Share and Per ADR

       The Group  calculates  earnings  per share in  accordance  with SFAS 128,
"Earnings  per Share." This  statement  requires the  presentation  of basic and
diluted earnings per share.

       Basic  earnings  per share is  calculated  by dividing  net income by the
weighted  average number of ordinary  shares  outstanding  during the applicable
period,  excluding  shares held by the employee  share option trust which do not
rank for dividend.

       The Group has issued  employee share options,  which are considered to be
potentially  dilutive.  Diluted earnings per share is calculated by dividing net
income by the weighted average number of ordinary shares  outstanding during the
applicable  period adjusted for these potentially  dilutive  options,  which are
determined based on the "Treasury Stock Method."

<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

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

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

                  CALCULATION OF EARNINGS PER SHARE AND PER ADR
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                     Three Months Ended         Six Months Ended
                                                                           June 30,                  June 30,
                                                                   ----------------------    ----------------------
                                                                      2000         1999         2000         1999
                                                                   -----------  ---------    ---------     --------

<S>                                                                <C>          <C>          <C>           <C>
Net income ....................................................    $ 339,831    $  20,445    $ 284,293     $ 40,798

Basic:
Weighted average number of ordinary shares outstanding,
   excluding shares held by the employee share option trust ...   51,704,724   50,001,907   50,894,327   49,949,545
                                                                  ----------   ----------   ----------   ----------

Earnings per share and ADR, basic .............................      $  6.57      $  0.41      $  5.59      $  0.82
                                                                  ----------   ----------   ----------   ----------
                                                                  ----------   ----------   ----------   ----------


Diluted:
Weighted average number of ordinary shares outstanding,
   excluding shares held by the employee share option trust ...   51,704,724   50,001,907   50,894,327   49,949,545
Effect of dilutive securities (employee share options) ........    8,735,872    6,097,398    9,399,571    4,585,292
                                                                  ----------   ----------   ----------   ----------

Weighted average ordinary shares used in dilutive earnings
  per share calculations ......................................   60,440,596   56,099,305   60,293,898   54,534,837
                                                                  ----------   ----------   ----------   ----------

Earnings per share and ADR, diluted............................      $  5.62     $   0.36      $  4.72      $  0.75
                                                                  ----------   ----------   ----------   ----------
                                                                  ----------   ----------   ----------   ----------
</TABLE>


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

Note 4.    Segment Information

       The Group's reportable operating segments are classified according to its
principal businesses, which are: life insurance and annuities, asset management,
financial advisory services and venture capital management.

       Intercompany   transfers  between   reportable   operating  segments  are
accounted for at prices which are designed to be  representative of unaffiliated
third party transactions. During the three month periods ended June 30, 2000 and
1999, there were included in the venture capital management and asset management
operating  segments,  management  fees  from the  insurance  business  operating
segment of $2,526 and $1,956,  respectively.  During the six month periods ended
June 30, 2000 and 1999,  there were included in the venture  capital  management
and asset  management  operating  segments,  management  fees from the insurance
business operating segment of $4,943 and $5,378, respectively.  These management
fees have been approved by the insurance  regulatory  body in the life insurance
company's U.S. state of domicile.
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Note 4.    Segment Information (continued)

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

<TABLE>
<CAPTION>
                                                                   Three Months Ended       Six Months Ended
                                                                        June 30,                 June 30,
                                                                 --------------------   ---------------------
                                                                    2000       1999       2000        1999
                                                                 ---------  ---------   ---------   ---------
                                          REVENUES                                 (In thousands)
<S>                                                             <C>        <C>         <C>         <C>
Operating segments:
Life insurance and annuities (1), (2)..........................  $ 378,752  $  47,529   $ 377,048   $ 101,381
Asset management (1)...........................................      1,857      1,729       3,759       3,169
Financial advisory services ...................................      5,720      4,982      11,764       9,963
Venture capital management (2) ................................     67,830     11,504      35,045      15,022
                                                                 ---------  ---------   ---------   ---------
                                                                   454,159     65,744     427,616     129,535
Reconciliation of segment amounts to consolidated amounts:
Interest income ...............................................        372        751         931       1,778
                                                                 ---------  ---------   ---------   ---------
Consolidated revenues and investment gains ....................  $ 454,531  $  66,495   $ 428,547   $ 131,313
                                                                 ---------  ---------   ---------   ---------
                                                                 ---------  ---------   ---------   ---------

                        INCOME BEFORE INCOME TAX EXPENSE
Operating segments:
Life insurance and annuities (1), (2)..........................  $ 347,811  $  20,865   $ 318,370   $  51,536
Asset management (1) ..........................................        119        266         766         334
Financial advisory services ...................................     (1,167)       168      (1,806)        353
Venture capital management (2) ................................     64,214      6,107      29,572       7,261
                                                                 ---------  ---------   ---------   ---------
                                                                   410,977     27,406     346,902      59,484
Reconciliation of segment amounts to consolidated amounts:
Interest income ...............................................        372        751         931       1,778
Corporate expenses ............................................     (1,134)      (756)     (2,563)     (1,995)
Goodwill amortization .........................................        (57)       (59)       (115)       (118)
Interest expense ..............................................         (2)       (17)        (14)        (22)
                                                                 ---------  ---------   ---------   ---------

Consolidated income before income tax expense .................  $ 410,156  $  27,325   $ 345,141   $  59,127
                                                                 ---------  ---------   ---------   ---------
                                                                 ---------  ---------   ---------   ---------

-------------------------

(1)   Intersegmental revenue in asset management segment
      from life insurance and annuities segment................ $     662   $     415   $  1,197    $     692
                                                                 ---------  ---------   ---------   ---------
                                                                 ---------  ---------   ---------   ---------

(2)   Intersegmental revenue in venture capital management
      segment from life insurance and annuities segment........ $   1,864    $  1,541   $  3,746    $   4,686
                                                                 ---------  ---------   ---------   ---------
                                                                 ---------  ---------   ---------   ---------
</TABLE>
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Note 4.    Segment Information (continued)

       The material  changes in segmental  assets  during the first half of 2000
were in the venture capital management segment,  where assets increased by $28.0
million to $305.8  million as of June 30, 2000,  and in the life  insurance  and
annuities  segment,  where assets increased by $463.8 million to $2.4 billion as
of June 30,  2000.  Both  movements  were caused  primarily by the change in net
unrealized gains on listed equity securities in the trading account.

Note 5.    Investments

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

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

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

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


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

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

Forward-Looking Statements and Factors That May Affect Future Results

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

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

<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

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

Life Insurance and Annuities

      The following  table sets out, for the three and six month  periods  ended
June  30,  2000 and  1999,  an  analysis  of the life  insurance  and  annuities
segment's results of operations.
<TABLE>
<CAPTION>
                                                                   Three Months Ended       Six Months Ended
                                                                        June 30,                 June 30,
                                                                 --------------------   ---------------------
                                                                    2000       1999       2000        1999
                                                                 ---------  ---------   ---------   ---------
                                                                               (In thousands)
<S>                                                              <C>        <C>         <C>         <C>
Revenues:
Investment income..............................................  $  24,522  $  20,944   $  47,186   $  39,368
Insurance policy charges ......................................      2,011      1,718       3,838       3,240
Realized investment gains (losses) ............................    (17,152)       821      (8,452)        578
Unrealized investment gains (losses) on trading securities ....    369,055     23,704     333,730      57,619
Other fee income ..............................................        316        342         746         576
                                                                 ---------  ---------   ---------   ---------
Total revenues and investment gains (losses) .................     378,752     47,529     377,048     101,381

Expenses:
Interest credited on insurance policyholder accounts ..........     22,330     17,751      42,775      35,049
Amortization of deferred policy acquisition costs .............      5,947      3,690      11,242       7,756
Mortality expenses ............................................       (434)      (115)       (401)       (337)
Commissions ...................................................         70         75         139         151
General and administrative expenses ...........................      3,028      5,263       4,923       7,226
                                                                 ---------  ---------   ---------   ---------
                                                                    30,941     26,664      58,678      49,845
                                                                 ---------  ---------   ---------   ---------


Income before income tax expense ..............................  $ 347,811  $  20,865   $ 318,370   $  51,536
                                                                 ---------  ---------   ---------   ---------
                                                                 ---------  ---------   ---------   ---------
</TABLE>
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Second quarter of 2000 compared to second quarter of 1999

      The life insurance and annuities segment, which consists of London Pacific
Life & Annuity Company ("LPLA") and London Pacific  Assurance  Limited ("LPAL"),
contributed  $347.8  million to the Group's  overall  income before taxes in the
second  quarter of 2000,  an increase of $326.9  million over the same period in
1999. The sum of net realized and net unrealized investment gains for the second
quarter  increased  by $327.4  million and general and  administrative  expenses
decreased by $2.2 million,  while  amortization of deferred  policy  acquisition
costs  increased by $2.3 million and the spread  between  investment  income and
interest  credited to  policyholder  accounts  dropped by $1.0  million.  Policy
charges and other  income  increased  by $0.3  million,  and  mortality expenses
decreased by $0.3 million over 1999.

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

       Premiums for all life,  annuity and guaranteed  bond products were $156.6
million for the second  quarter of 2000,  an  increase of 98% over the  premiums
received in the second quarter of 1999.  LPAL accounted for $12.7 million of the
total premium volume during the second quarter.  The increase in LPLA's premiums
reflects the  continuing  strong  performance of the five-year  guaranteed  rate
annuity product, Regal Accumulator 5, which added approximately $86.8 million in
sales during the second quarter. A new six-year  guaranteed rate annuity product
was introduced by LPLA on August 1, 2000.

       Interest  and dividend  income on  investments  was $24.5  million in the
second quarter of 2000 as compared with $20.9 million in 1999. This $3.6 million
increase  was  primarily  due to asset  growth  from  new  business,  offset  by
acquisitions of capital appreciation (zero yield) securities. The carrying value
of the private equity portfolio as of June 30, 2000 was $152.7 million, compared
with  $149.3  million as of December  31, 1999 and $66.1  million as of June 30,
1999.

       Net investment  gains were $351.9  million,  including the $369.0 million
movement in net unrealized gains on the  listed  equity  securities  held in the
trading  account.  The value of the trading  account  portfolio  increased  from
$130.0 million as of March 31, 2000 to $499.0 million as of June 30, 2000.  LPLA
sold a portion of one of its listed equity holdings during the second quarter of
2000 which resulted in a $23.4 million  realized  gain.  This gain was offset by
permanent impairment writedowns on four private placement issues. As of June 30,
2000,  LPLA's and LPAL's  investment  portfolios  included  seven former private
preferred  stocks that have been  converted  to listed  common  equities and two
convertible  bond  holdings  in  publicly  traded  companies.  During the second
quarter of 2000, two private  preferred  issues  completed  their initial public
offerings and two holdings were acquired for stock of publicly traded companies.
Subsequent  to June 30,  2000,  another  company  completed  its initial  public
offering.

<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       Total invested assets (defined as total assets excluding  deferred policy
acquisition  costs,  other assets and income tax related accounts)  increased to
$2.2 billion as of June 30, 2000,  compared with $1.7 billion as of December 31,
1999 and $1.5 billion as of June 30, 1999. On total average  invested assets for
the second  quarter of 2000, the average  annualized net return,  including both
realized and unrealized  investment  gains and losses,  was 51.81%,  as compared
with 12.95% for the same period in 1999.

       Policy surrender and mortality charge income increased by $0.3 million in
the second  quarter of 2000 to $2.0  million,  as compared with $1.7 million for
the same period in 1999.  Full policy  surrenders  totaled  $40.6 million in the
second  quarter of 2000, a $20.3 million  increase over the same period in 1999.
Internal policy  conversions  accounted for $13.5 million of the full surrenders
in the second  quarter of 2000,  compared  with $1.3  million in same  period in
1999.

       Mortality  expenses were $0.3 million lower in the second quarter of 2000
as compared  with the same period in 1999.  This  increase was  primarily due to
favorable experience on annuity death claims.

       Interest credited on policyholder  accounts  increased by $4.5 million in
the second quarter of 2000 to $22.3 million,  as compared with $17.8 million for
the same period in 1999.  This increase was primarily due to new business growth
and an increase in overall policy  crediting rates. The average rate credited to
policyholders  was 5.60% in the second  quarter of 2000,  as compared with 5.41%
for the same period in 1999.

       Amortization of deferred policy acquisition costs was $5.9 million in the
second  quarter of 2000,  an  increase of $2.3  million  from the same period in
1999.  This increase was primarily due to new business  growth,  particularly in
the five-year product discussed above, and a higher level of policy surrenders.

       General  and  administrative  expenses  were $3.0  million  in the second
quarter of 2000,  compared  with $5.3  million in the same period in 1999.  This
decrease was due to  non-recurring  legal  expenses  incurred  during 1999.  The
annualized  expense  ratio for the second  quarter of 2000,  which is defined as
general and  administrative  expenses divided by the average book value of total
cash and  investments,  was 0.64% as compared  with 0.81% for the same period in
1999.

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

     For the six months ended June 30, 2000,  the life  insurance  and annuities
segment  contributed  $318.4 million to the Group's overall income before taxes,
an  increase  of $266.9  million  over the same  period in 1999.  The sum of net
realized and net unrealized  investment  gains for the six months ended June 30,
2000  increased  by $267.1  million  and  general  and  administrative  expenses
decreased  by $2.3  million,  partially  offset by a $3.5  million  increase  in
amortization  of deferred  policy  acquisition  costs.  Policy charges and other
income increased by $0.8 million, while the spread between investment income and
interest  credited to  policyholder  accounts  increased by $0.1 million to $4.4
million.

<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       Premiums for all life,  annuity and guaranteed  bond products were $261.9
million  for the six months  ended June 30,  2000,  an increase of 115% over the
premiums  received in the same period in 1999.  LPAL accounted for $12.7 million
of the total  premium  volume  during the six months  ended June 30,  2000.  The
increase in LPLA's premiums  reflects the continuing  strong  performance of the
five-year  guaranteed  rate annuity  product,  Regal  Accumulator 5, which added
approximately $143.7 million in sales during the six months ended June 30, 2000,
as compared  with $40.1  million in sales for the same period in 1999  following
the product's introduction on May 1, 1999.

       Interest and dividend income on investments was $47.2 million for the six
months  ended June 30, 2000 as compared  with $39.4  million in 1999.  This $7.8
million increase was primarily due to asset growth from new business.

       Net investment  gains were $325.3  million,  including the $333.7 million
movement in net  unrealized  gains on the listed equity  securities  held in the
trading  account.  The value of the trading  account  portfolio  increased  from
$165.3  million as of December  31, 1999 to $499.0  million as of June 30, 2000.
LPLA sold its remaining position in one of its listed equity holdings during the
six months ended June 30, 2000, which resulted in a $32.2 million realized gain.
This  gain  was  offset  by  permanent  impairment  writedowns  on four  private
placement issues.

       Total  invested  assets  increased  to $2.2  billion as of June 30, 2000,
compared with $1.7 billion as of December 31, 1999.  On total  average  invested
assets for the six months  ended  June 30,  2000,  the  average  annualized  net
return,  including both realized and unrealized investment gains and losses, was
26.87%, as compared with 14.11% for the same period in 1999.

       Policy  surrender and mortality  charge income  increased by $0.6 million
for the six months ended June 30, 2000 to $3.8  million,  as compared  with $3.2
million  for the same  period in 1999.  Full  policy  surrenders  totaled  $72.2
million for the six months ended June 30, 2000, a $35.4  million  increase  over
the same period in 1999. Internal policy conversions accounted for $22.3 million
of the full  surrenders  for the six months ended June 30, 2000,  compared  with
$1.4 million in same period in 1999.

       Mortality  expenses were $0.1 million lower for the six months ended June
30, 2000 as compared with the same period in 1999.

       Interest credited on policyholder  accounts increased by $7.8 million for
the six months  ended June 30, 2000 to $42.8  million,  as  compared  with $35.0
million for the same period in 1999.  This  increase  was  primarily  due to new
business growth and an increase in overall policy  crediting  rates. The average
rate credited to policyholders was 5.47% for the six months ended June 30, 2000,
as compared with 5.36% for the same period in 1999.

       Amortization of deferred policy  acquisition  costs was $11.2 million for
the six months  ended June 30,  2000,  an increase of $3.5 million from the same
period  in  1999.  This  increase  was  primarily  due to new  business  growth,
particularly in the five-year  product  discussed  above,  and a higher level of
policy surrenders.
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       General and administrative  expenses were $4.9 million for the six months
ended June 30, 2000, compared with $7.2 million in the same period in 1999. This
decrease was due to  non-recurring  legal  expenses  incurred  during 1999.  The
annualized  expense  ratio for the six  months  ended  June 30,  2000,  which is
defined as general and administrative expenses divided by the average book value
of cash and investments, was 0.56% as compared with 0.78% for the same period in
1999.

       London Pacific Assurance Limited, which began its operations in the first
quarter of 2000,  sells a single  premium term life  insurance  bond designed to
offer a yield higher than bank  deposits.  The single  premium  investment,  the
Guaranteed  Return Bond,  offers a guaranteed  yield and a guaranteed  return of
capital at maturity  for either  three or five years.  The yield can be taken as
either a regular  payment or as capital  appreciation.  Through  June 30,  2000,
premiums  totaling $12.7 million had been received,  of which  approximately 75%
represented  sales of the three-year  bond.  Sales have been made in the Channel
Islands,  the U.K.  and the Isle of Man,  with  over  60% of the  premiums  from
Jersey, Channel Islands investors.

       The  emphasis  in the second  half of 2000 will be to continue to promote
the Guaranteed Return Bond in the Channel Islands,  the Isle of Man and the U.K.
by way of targeted trade advertising and presentations.

Asset Management

       The  following  table sets out, for the three and six month periods ended
June 30, 2000 and 1999, an analysis of the asset management segment's results of
operations.
<TABLE>
<CAPTION>
                                                                   Three Months Ended      Six Months Ended
                                                                        June 30,               June 30,
                                                                 --------------------   --------------------
                                                                    2000       1999       2000        1999
                                                                 ---------  ---------   ---------   --------
                                                                               (In thousands)


<S>                                                              <C>        <C>         <C>         <C>
Revenues ......................................................  $   1,857  $   1,729   $  3,759    $  3,169
Operating expenses ............................................      1,738      1,463      2,993       2,835
                                                                 ---------  ---------   ---------   --------
Income before income tax expense ..............................  $     119  $     266   $    766    $    334
                                                                 ---------  ---------   ---------   --------
                                                                 ---------  ---------   ---------   --------
</TABLE>

Second quarter of 2000 compared to second quarter of 1999

       The asset management  segment primarily includes the U.S. fund management
operations of Berkeley Capital Management  ("BCM").  Revenues of BCM declined in
the second  quarter of 2000,  as compared with the same period in 1999, by 6% to
$1.3 million.  Expenses  increased by 22% to $1.7  million,  primarily due to an
exceptional  charge related to an employee benefit plan.  Profitability has been
significantly  impacted  by lower than  planned  growth in the wrap fee  account
business,  with  sales  for  the  second  quarter  of  2000  largely  offset  by
redemptions. Redemptions occurred primarily in the Value Equity product area, as
the flow of investment  capital into  entrepreneurial  growth companies enhanced
the performance of growth equity funds and diminished the returns of value style
portfolios.  Total  wrap  assets  under  management  as of June  30,  2000  were
approximately $890 million, compared with approximately $863 million as of March
31, 2000.
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       Included in the revenues of the asset  management  segment for the second
quarter of 2000 are fees from the  insurance  business  segment of $0.7 million,
compared with $0.4 million for the same period in 1999.

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

       For the six months ended June 30, 2000,  revenues of BCM  increased by 6%
to $2.7 million.  Expenses increased by 7% to $2.9 million,  primarily due to an
exceptional  charge related to an employee benefit plan.  Profitability has been
significantly  impacted  by lower than  planned  growth in the wrap fee  account
business, with sales for the first half of 2000 more than offset by redemptions.
Redemptions  occurred primarily in the Value Equity product area, as the flow of
investment   capital  into   entrepreneurial   growth  companies   enhanced  the
performance  of growth  equity funds and  diminished  the returns of value style
portfolios.  Total  wrap  assets  under  management  as of June  30,  2000  were
approximately $890 million, down from $972 million as of December 31, 1999.

       Included in the  revenues of the asset  management  segment for the first
six months of 2000 are fees from the insurance business segment of $1.2 million,
compared with $0.7 million for the same period in 1999.

       During the second half of 2000, BCM plans to add a new wrap product which
blends its growth and value  styles  into a single  product.  The goal of adding
this product is to boost BCM's  assets under  management  and  profitability  in
future years.

Financial Advisory Services

       The  following  table sets out, for the three and six month periods ended
June 30, 2000 and 1999, an analysis of the financial advisory services segment's
results of operations.
<TABLE>
<CAPTION>
                                                                   Three Months Ended      Six Months Ended
                                                                        June 30,               June 30,
                                                                 --------------------   --------------------
                                                                    2000       1999        2000       1999
                                                                 ---------  ---------   ---------   --------
                                                                               (In thousands)
<S>                                                              <C>        <C>         <C>         <C>
Revenues:
Financial advisory services fees...............................  $   5,720  $  4,982    $  11,764   $  9,963

Expenses:
Commissions....................................................      4,032     3,269        8,405      6,542
Operating expenses.............................................      2,855     1,545        5,165      3,068
                                                                 ---------  --------    ---------   --------
                                                                     6,887     4,814       13,570      9,610
                                                                 ---------  --------    ---------   --------
Income (loss) before income tax expense........................  $  (1,167) $    168    $  (1,806)  $    353
                                                                 ---------  --------    ---------   --------
                                                                 ---------  --------    ---------   --------
</TABLE>
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Second quarter of 2000 compared to second quarter of 1999

       Financial  advisory  services  income  decreased from $0.2 million in the
second quarter of 1999 to a loss of $1.2 million in the second quarter of 2000.

       Revenues  of  London  Pacific  Advisors  ("LPA")  (formerly SAI Financial
Advisors)  increased by $0.7  million to $5.7  million in the second  quarter of
2000. Asset management and consulting fees and broker-dealer  revenues increased
due to the company's  continued  expansion of its network of financial  advisors
and assets under  management,  consulting,  servicing or  administration.  These
assets grew to $1.8  billion at the end of the second  quarter of 2000 from $1.4
billion at the end of the second quarter of 1999,  after  excluding $263 million
in assets  administered by Select Benefit  Consultants,  Inc., which was sold on
December 31, 1999. There was a corresponding  increase in commission  expense of
$0.8 million to $4.0 million.

       LPA's gross revenues less commissions for the second quarter of 2000 were
$1.7  million,  which was level  with the second  quarter  of 1999.  The rate of
growth in revenues less  commissions  did not correspond with the rate of growth
in gross revenues primarily because of the contractual decline in the percentage
of fees  received  by LPA for  administering  managed  portfolios  on  behalf of
another  company.  During the second  quarter of 1999,  LPA  received 65% of the
revenue  stream on that  contract  and  during  the  second quarter of 2000, LPA
received  25%  of  the  revenue   stream.   These   percentage   decreases  were
contractually  set in 1996 and the contract  was set to expire on September  30,
1999. During the second quarter of 1999,  management negotiated a new three-year
contract at a rate of 25% of the revenue stream, effective from October 1, 1999.
There was no  corresponding  decline in LPA's  operating  costs related to these
portfolio administration services.

       Operating  expenses,  excluding  costs  of  the  Group's  Internet  based
initiative,  increased  by 21% to $1.9  million  in the  second  quarter of 2000
compared with the second quarter of 1999. Staff costs increased by 11% primarily
due to staffing additions made throughout 1999, as the company positioned itself
for expected future growth in 2000 and beyond.  Excluding staff costs, operating
expenses increased by 44% in the second quarter of 2000 compared with the second
quarter of 1999, primarily due to increases in advertising costs.

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

       In late 1999,  the Group decided to make the LPA business the  foundation
for an Internet  based  initiative  that can then be  migrated to several  other
vertical markets in which the Group has expertise. The costs for this initiative
included  in the  income  statement  for the  second  quarter  of 2000 were $1.0
million,  and it is expected that further  development costs will increase total
expenses in the financial advisory services segment throughout 2000.

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

       Financial  advisory  services  income  decreased from $0.4 million in the
first half of 1999 to a loss of $1.8 million in the first half of 2000.
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

       Revenues of LPA  increased  by $1.8  million to $11.8  million in the six
months  ended  June  30,  2000.   Asset   management  and  consulting  fees  and
broker-dealer revenues increased due to the company's continued expansion of its
network of financial advisors and assets under management, consulting, servicing
or  administration.  These  assets grew to $1.8 billion as of June 30, 2000 from
$1.4  billion  as of June 30,  1999,  after  excluding  $263  million  in assets
administered by Select Benefit Consultants, Inc., which was sold on December 31,
1999. There was a corresponding  increase in commission  expense of $1.9 million
to $8.4 million.

     LPA's gross  revenues  less  commissions  for the six months ended June 30,
2000 were $3.4 million,  which was level with the same period in 1999.  The rate
of growth in  revenues  less  commissions  did not  correspond  with the rate of
growth in gross revenues  primarily  because of the  contractual  decline in the
percentage  of fees  received by LPA for  administering  managed  portfolios  on
behalf of another company,  as described in the previous section relating to the
second quarter of 2000.

       Operating  expenses,  excluding  costs  of  the  Group's  Internet  based
initiative,  increased  by 21% to $3.7  million in the six months ended June 30,
2000 as compared  with the same period in 1999.  Staff  costs  increased  by 13%
primarily  due to  staffing  additions  made  throughout  1999,  as the  company
positioned itself for expected future growth in 2000 and beyond. Excluding staff
costs, operating expenses increased by 38% in the six months ended June 30, 2000
compared with the same period in 1999, primarily due to increases in advertising
costs.

       The costs of the Group's Internet based initiative included in the income
statement for the six months ended June 30, 2000 were $1.5 million.

Venture Capital Management

       The  following  table sets out, for the three and six month periods ended
June 30, 2000 and 1999, an analysis of the venture capital management  segment's
results of operations.
<TABLE>
<CAPTION>
                                                                   Three Months Ended      Six Months Ended
                                                                        June 30,               June 30,
                                                                 --------------------   --------------------
                                                                    2000       1999        2000       1999
                                                                 ---------  ---------   ---------   --------
                                                                               (In thousands)
<S>                                                              <C>        <C>         <C>         <C>

Revenues:
Management fees................................................  $   1,864  $   1,541   $  5,670    $  4,686
Investment income..............................................        127        232        272         605
Realized investment gains (losses).............................      8,556     (6,407)     8,640      (6,407)
Unrealized investment gains (losses)...........................     57,283     16,138     20,463      16,138
                                                                 ---------  ---------   --------    --------
Total revenues and investment gains (losses)...................     67,830     11,504     35,045      15,022
Operating expenses.............................................      3,616      5,397      5,473       7,761
                                                                 ---------  ---------   --------    --------
Income before income tax expense...............................  $  64,214  $   6,107   $ 29,572    $  7,261
                                                                 ---------  ---------   --------    --------
                                                                 ---------  ---------   --------    --------
</TABLE>
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Second quarter of 2000 compared to second quarter of 1999

       Income before taxes from the venture capital management segment increased
from $6.1 million in the second  quarter of 1999 to $64.2  million in the second
quarter  of  2000.  This  increase  was  attributable  to  the  movement  in net
unrealized investment gains for the quarter on the listed equity securities held
in the trading account. These positions in listed equity securities are a result
of private equity transactions in technology companies.

       The  movement in net  unrealized  investment  gains in the listed  equity
portfolio  from  March  31,  2000 to June 30,  2000  was  $57.3  million.  Total
unrealized  investment  gains in this portfolio as of March 31, 2000 were $163.0
million.  These  unrealized  investment  gains increased to $220.3 million as of
June 30, 2000.  Declines in market  values  totaling  $50.1  million on the four
investments  held as of March 31, 2000 were more than offset by unrealized gains
of $107.4  million on three  investments  that went  public,  or were  acquired,
during the second quarter of 2000.

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

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

     Income before taxes from the venture capital  management  segment increased
from $7.3 million in the six months ended June 30, 1999 to $29.6  million in the
six months ended June 30, 2000.  This increase was  attributable to the movement
in net  unrealized  investment  gains for the  first  six  months of 2000 on the
listed equity securities held in the trading account.

     The  movement  in net  unrealized  investment  gains in the  listed  equity
portfolio  from  December  31,  1999 to June 30, 2000 was $20.5  million.  Total
unrealized  investment  gains in this  portfolio  as of  December  31, 1999 were
$199.8 million. These unrealized investment gains increased to $220.3 million as
of June 30, 2000. Declines in market values totaling $124.5 million on the three
investments  held as of December  31,  1999 were more than offset by  unrealized
gains of $145.0 million on four investments that went public,  or were acquired,
during the first six months of 2000.

Corporate and Other

Second quarter of 2000 compared to second quarter of 1999

       Corporate  expenses  increased  by $0.4  million to $1.1  million for the
second quarter of 2000, primarily due to the costs of raising the public profile
of the Group,  including the hiring of a public relations firm, the costs of SEC
reporting, and increased registrar fees.

       Interest  income earned by the Group  (excluding  the life  insurance and
annuity  business)  decreased  by $0.4  million  to $0.4  million  in the second
quarter of 2000 as compared  with the second  quarter of 1999,
<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

primarily  due to the decrease in cash and cash  equivalents  held by the Group.
Group cash was used  during the period  between  June 30, 1999 and June 30, 2000
primarily to pay dividends and for investment purchases.

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

       Corporate  expenses  increased  by $0.6  million to $2.6  million for the
first six  months of 2000,  primarily  due to the costs of  raising  the  public
profile of the Group, including the hiring of a public relations firm, the costs
of SEC reporting, and increased registrar fees.

       Interest  income earned by the Group  (excluding  the life  insurance and
annuity  business)  decreased  by $0.8  million to $0.9 million in the first six
months of 2000 as compared  with the first six months of 1999,  primarily due to
the decrease in cash and cash equivalents held by the Group. Group cash was used
during the period  between  June 30,  1999 and June 30,  2000  primarily  to pay
dividends and for investment purchases.

Income Taxes

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

Second quarter of 2000 compared to second quarter of 1999

       The effective tax rate, as a percentage of income before income taxes for
the  second  quarter  of 1999,  was 25%.  The high tax rate in this  period  was
attributable to the high percentage (76%) of income contributed by the U.S. life
insurance and annuity company, which is subject to federal tax at  approximately
35%. The  effective  tax rate, as a percentage of income before income taxes for
the second quarter of 2000, was 17%. This lower  effective tax rate reflects the
fact that only 49% of income for the second  quarter of 2000 was  contributed by
the U.S.  life and  annuity  company,  and that 51% of  income  for that  period
represented  net capital  gains from the Jersey and Guernsey  operations  (where
capital gains are not taxed).

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

       The effective tax rate, as a percentage of income before income taxes for
the first six  months of 1999,  was 31%.  The high tax rate in this  period  was
attributable to the high percentage (87%) of income contributed by the U.S. life
insurance and annuity company, which is subject to federal tax at  approximately
35%. The  effective  tax rate, as a percentage of income before income taxes for
the first six months of 2000,  was 18%.  This lower  effective tax rate reflects
the  fact  that  only  50% of  income  for the  first  six  months  of 2000  was
contributed  by the U.S.  life and annuity  company,  and that 50% of income for
that  period  represented  net  capital  gains  from  the  Jersey  and  Guernsey
operations (where capital gains are not taxed).
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Liquidity and Capital Resources

       On a consolidated basis as of June 30, 2000, cash and cash equivalents of
the Group,  excluding the life  insurance  business  segment,  amounted to $18.0
million.  The Group,  excluding the life insurance  business segment,  also held
$134.8  million of listed equity  securities  which could be sold within a short
period of time.  The Group's  management  believes that the balances of cash and
liquid  resources,  together  with its  $37.1  million  availability  on a $50.0
million bank facility,  should be sufficient to satisfy the Group's  anticipated
financing requirements during the next twelve months.

       Shareholders'  equity  increased  during  the first six months of 2000 by
$270.7 million to $823.2 million,  primarily due to net income for the period of
$284.3  million  ($4.72 per ordinary  share and ADR on a diluted  basis).  $49.4
million of loans to the Company's  employee share option trusts have been netted
against  shareholders' equity as of June 30, 2000. These loans will be repaid as
employees exercise their share options.

       As of June  30,  2000  and  December  31,  1999,  the  Group  had no bank
borrowings,  bond issues or convertible securities  outstanding.  However, as of
these dates, $12.9 million and $11.8 million, respectively, of the Group's $50.0
million  bank  facility  had been  utilized in the form of letters of credit and
guarantees in connection with certain portfolio companies.


Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

       Exposure to interest  rate risk is  estimated by  performing  sensitivity
tests based on duration  analysis of LPLA's  investment and product  portfolios.
Duration is an option  adjusted  measure of the percentage  change in the market
value of the assets or  liabilities  in response  to a given  change in interest
rates. For LPAL, given that policyholder  liabilities are less than $13 million,
interest rate risk is considered to be minimal.  To demonstrate  the sensitivity
of  LPLA's  assets  and  liabilities,  tests  performed  on  LPLA's  assets  and
liabilities  indicated  that, as of June 30, 2000, if market  interest rates had
suddenly  increased  by 100  basis  points,  the fair  value  of the  investment
portfolio  that is subject to interest rate risk,  which is  approximately  $1.5
billion,  would have  decreased by $71.5  million,  compared  with a decrease of
$59.6  million  for the  calculated  market
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

value of liabilities, which are approximately $1.4 billion. Conversely, a sudden
decrease of 100 basis points would have  increased  the  investment  portfolio's
fair value by $76.5 million,  compared with an increase in the calculated market
value of  liabilities  of $59.0  million.  These results depend upon certain key
assumptions  regarding the behavior of interest  sensitive cash flows.  Although
LPLA  has  attempted  to  ensure  the  assumptions  used  are  based on the best
available data, cash flows cannot be forecasted with certainty,  and can deviate
materially from the assumed results.

Equity Price Risk

       The Group,  including  LPLA and LPAL,  is exposed to equity price risk on
the listed  equity  securities  held almost  entirely in its trading  portfolio.
Changes  in the level or  volatility  of equity  prices  affect the value of the
listed equity  securities.  These changes in turn directly  affect the Company's
net income,  because the Group's holdings of listed equity securities are marked
to market, with changes in their market value recognized in the income statement
for the period in which the changes occur.

       If the market price of the Group's listed equity portfolio as of June 30,
2000 and December 31, 1999,  which totaled  $807.2  million and $408.2  million,
respectively,  had  abruptly  increased or decreased by 50%, the market value of
the listed equity  portfolio would have increased or decreased by $403.6 million
and $204.1 million, respectively.


                           Part II - OTHER INFORMATION


Item 1.    LEGAL PROCEEDINGS

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


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

       On April 18,  2000,  the  annual  meeting of the  shareholders  of London
Pacific  Group  Limited  was held and the  matters  submitted  to a vote were as
follows:

(1)  To  declare a final  1999  dividend  of 18.0  cents per share  gross on the
     ordinary shares; votes received for: 37,123,554, against: 0, withheld: 0.

(2)  For the re-election of three  directors;  Mr. G. L. Wilcox,  votes received
     for: 37,123,554,  against: 0, withheld: 0; Mr. J. Clennett,  votes received
     for:  37,123,554,  against: 0, withheld:  0; The Viscount Trenchard,  votes
     received for: 37,120,679, against: 2,875, withheld: 0. Directors whose term
     of  office  continued, and who were  not up for re-election at this  annual
     meeting, include Mr. A. I. Trueger, Mr. V. A. Hebert, Marquess of Tavistock
     and Mr. H. E. Hughes, Jr.


<PAGE>

                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
           (continued)

(3)  To  reappoint  PricewaterhouseCoopers  as  auditors  of the  Company and to
     authorize  the  directors to fix their  remuneration;  votes  received for:
     37,123,554, against: 0, withheld: 0.

(4)  To sanction  the  purchase of shares of the Company;  votes  received  for:
     37,123,554, against: 0, withheld: 0.

(5)  To sanction  the change in the  Company's  Articles of  Association;  votes
     received for: 37,123,554, against: 0, withheld: 0.


Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

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


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

3.(I)     Memorandum and Articles of Association of London Pacific Group Limited
          as amended and restated on April 18, 2000.

27        Financial Data Schedule for the six months ended June 30, 2000.


(b)    REPORTS ON FORM 8-K

       The Company  filed a Form 8-K on May 8, 2000,  describing an amendment to
the Company's Articles of Association. The purpose of the amendment was to allow
the Company's Ordinary Shares to be traded and issued in uncertificated form. No
financial statements were filed with this report.

<PAGE>

                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                                    SIGNATURE



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


                                               LONDON PACIFIC GROUP LIMITED
                                               (Registrant)

Date:  August 14, 2000                         By:  /s/  Ian K. Whitehead
                                                    ----------------------
                                                         Ian K. Whitehead
                                                         Chief Financial Officer

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

<PAGE>
                  LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                                  EXHIBIT INDEX


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

3.(I)     Memorandum and Articles of Association of London Pacific Group Limited
          as amended and restated on April 18, 2000.

27        Financial Data Schedule for the six months ended June 30, 2000.