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

                                    FORM 10-Q

(Mark One)

/X/             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended September 30, 2009

                                       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)

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

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


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

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


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

    As of November 16, 2009, the registrant had outstanding  64,439,073 Ordinary
Shares, par value $0.05 per share.
<PAGE>


                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                                             Page
<S>                                                                                                          <C>
Item 1.    Financial Statements (unaudited):

           Condensed Consolidated Balance Sheets as of September 30, 2009 and
               December 31, 2008............................................................................    3

           Condensed Consolidated Statements of Operations for the three and nine months
               ended September 30, 2009 and 2008............................................................    4

           Condensed Consolidated Statements of Cash Flows for the nine months
               ended September 30, 2009 and 2008............................................................    5

           Consolidated Statement of Changes in Shareholders' Equity for the nine months
               ended September 30, 2009.....................................................................    6

           Notes to Condensed Consolidated Financial Statements.............................................    7

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   18

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.......................................   24

Item 4.    Controls and Procedures..........................................................................   24


                                     PART II

                                                  OTHER INFORMATION

Item 1A.   Risk Factors.....................................................................................   25

Item 4.    Submission of Matters to a Vote of Security Holders..............................................   25

Item 5.    Other Information................................................................................   25

Item 6.    Exhibits.........................................................................................   26

Signature  .................................................................................................   27



</TABLE>


                                       2
<PAGE>









                         PART I - FINANCIAL INFORMATION



Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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


                                                                                   September 30,       December 31,
                                                                                       2009                2008
                                                                                   -------------      -------------

                                     ASSETS
Current assets:
<S>                                                                                <C>                <C>
   Cash and cash equivalents                                                       $      11,744      $      13,681
   Accounts receivable, less allowances of $0 as of September 30, 2009
      and December 31, 2008                                                                  150                222
   Interest receivable                                                                         2                  1
   Prepaid expenses and deposits                                                              27                147
                                                                                   -------------      -------------
Total current assets                                                                      11,923             14,051

Private equity investments (at lower of cost or estimated fair value)                      1,341              1,484
Property and equipment, net of accumulated depreciation of $181 and
     $177 as of September 30, 2009 and December 31, 2008, respectively                         6                  9
                                                                                   -------------      -------------
Total assets                                                                       $      13,270      $      15,544
                                                                                   =============      =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses                                           $         417      $         459
   Policyholder liabilities (due in less than one year)                                        -                106
                                                                                   -------------      -------------
Total current liabilities                                                                    417                565
                                                                                   -------------      -------------
Commitments and contingencies

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of September 30, 2009
   and December 31, 2008                                                                   3,222              3,222
Additional paid-in capital                                                                67,903             67,860
Retained earnings                                                                          4,725              6,894
Employee benefit trusts, at cost (13,522,381 shares as of
   September 30, 2009 and December 31, 2008)                                             (62,598)           (62,598)
Accumulated other comprehensive loss                                                        (399)              (399)
                                                                                   -------------      -------------
Total shareholders' equity                                                                12,853             14,979
                                                                                   -------------      -------------
Total liabilities and shareholders' equity                                         $      13,270           $ 15,544
                                                                                   =============      =============
</TABLE>



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

                                       3
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                (In thousands, except per share and ADS amounts)

<TABLE>
<CAPTION>

                                                                        Three Months Ended            Nine Months Ended
                                                                           September 30,                September 30,
                                                                    --------------------------    --------------------------
                                                                        2009          2008            2009          2008
                                                                    ------------  ------------    ------------  ------------

Revenues:
<S>                                                                 <C>           <C>             <C>           <C>
Consulting fees...................................................  $        150  $        150    $        397  $        414
                                                                    ------------  ------------    ------------  ------------
Total revenues....................................................           150           150             397           414

Operating expenses:
Cost of services..................................................           199           218             609           697
Selling, general and administrative expenses .....................           425           758           1,789         2,091
                                                                    ------------  ------------    ------------  ------------
Total operating expenses..........................................           624           976           2,398         2,788
                                                                    ------------  ------------    ------------  ------------
Operating loss....................................................          (474)         (826)         (2,001)       (2,374)

Interest income...................................................            20            72              34           271
Net realized investment gains (losses)............................             -          (250)           (200)           20
                                                                    ------------  ------------    ------------  ------------
Loss before income tax expense....................................          (454)       (1,004)         (2,167)       (2,083)

Income tax expense................................................             -             -               2             2
                                                                    ------------  ------------    ------------  ------------
Net loss..........................................................  $       (454) $     (1,004)   $     (2,169) $     (2,085)
                                                                    ------------  ------------    ------------  ------------
                                                                    ------------  ------------    ------------  ------------




Basic and diluted loss per share                                    $      (0.01) $      (0.02)   $      (0.04) $      (0.04)
                                                                    ------------  ------------    ------------  ------------
                                                                    ------------  ------------    ------------  ------------



Basic and diluted loss per ADS                                      $      (0.09) $      (0.20)   $      (0.43) $      (0.41)
                                                                    ------------  ------------    ------------  ------------
                                                                    ------------  ------------    ------------  ------------
</TABLE>




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

                                       4
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                            Nine Months Ended
                                                                                              September 30,
                                                                                     -----------------------------
                                                                                         2009             2008
                                                                                     ------------     ------------
Cash flows from operating activities:
<S>                                                                                   <C>              <C>
Net loss..........................................................................    $    (2,169)     $    (2,085)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization.....................................................              3                5
Amounts credited on insurance policyholder accounts...............................              1                4
Net realized investment losses (gains)............................................            200              (20)
Share based compensation..........................................................             43               51

Net changes in operating assets and liabilities:
   Accrued investment income .....................................................             (1)              12
   Other assets...................................................................            135              269
   Accounts payable, accruals and other liabilities...............................            (43)              10
                                                                                     ------------     ------------

Net cash used in operating activities.............................................         (1,831)         (1,754)
                                                                                     ------------     ------------

Cash flows from investing activities:
Proceeds from WorldCom, Inc. securities litigation settlement.....................              -              270
Capital expenditures..............................................................              -               (2)
                                                                                     ------------     ------------
Net cash provided by investing activities.........................................              -              268
                                                                                     ------------     ------------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................           (111)               -
                                                                                     ------------     ------------
Net cash used in financing activities.............................................           (111)               -
                                                                                     ------------     ------------
Effect of exchange rate changes on cash...........................................              5              (18)
                                                                                     ------------     ------------

Net decrease in cash and cash equivalents.........................................         (1,937)          (1,504)

Cash and cash equivalents at beginning of period..................................         13,681           14,568
                                                                                     ------------     ------------

Cash and cash equivalents at end of period .......................................    $    11,744      $    13,064
                                                                                     ------------     ------------
                                                                                     ------------     ------------


Supplemental disclosure of non-cash investing activities:
Exchange of receivable from consulting client for additional private
   equity investment in consulting client.........................................    $       57       $         -
</TABLE>



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

                                       5
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                                                                Other
                                   Ordinary Shares     Additional                Employee      Compre-        Total
                                --------------------    Paid-in     Retained      Benefit      hensive     Shareholders'
                                   Number    Amount     Capital     Earnings      Trusts        Loss          Equity
                                --------------------   ----------  ----------   ----------   -----------   -----------

Balance as of
<S>                              <C>      <C>          <C>         <C>          <C>          <C>           <C>
   December 31, 2008............   64,439   $  3,222   $   67,860  $    6,894   $  (62,598)  $      (399)  $    14,979

Net loss........................        -          -            -      (2,169)           -             -        (2,169)
Share based compensation,
   including income tax
   effect of $0.................        -          -           43           -            -             -            43

                                ---------   --------   ----------  ----------   ----------   -----------   -----------
Balance as of
   September 30, 2009...........   64,439   $  3,222   $   67,903  $    4,725   $  (62,598)  $      (399)  $    12,853
                                ---------   --------   ----------  ----------   ----------   -----------   -----------
                                ---------   --------   ----------  ----------   ----------   -----------   -----------
</TABLE>



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

                                       6
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               SEPTEMBER 30, 2009

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


Note 1.   Basis of Presentation and Principles of Consolidation

       The  accompanying   condensed   consolidated   financial  statements  are
unaudited and have been prepared by the Company in conformity with United States
generally  accepted  accounting   principles  ("U.S.   GAAP").  These  unaudited
condensed consolidated financial statements include the accounts of the Company,
its subsidiaries, the Employee Share Option Trust ("ESOT") and the Agent Loyalty
Opportunity Trust ("ALOT"). All intercompany transactions and balances have been
eliminated in consolidation.

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

       These unaudited  condensed  consolidated  financial  statements should be
read in conjunction with the audited financial  statements and related notes for
the year ended  December 31, 2008,  which are contained in the Company's  Annual
Report on Form 10-K,  filed with the U.S.  Securities  and  Exchange  Commission
("SEC") on March 31, 2009.  The December 31, 2008  condensed  balance sheet data
was  derived  from  audited  financial  statements  but  does  not  include  all
disclosures required by U.S. GAAP.

       As the level of  consulting  fees  earned by the  Company is  expected to
fluctuate  depending on the nature and extent of consulting work at any point in
time, the results for the nine month period ended  September 30, 2009 may not be
indicative  of the  results to be  expected  for the full  fiscal year or future
years.

       From January 1, 2008, the unaudited condensed consolidated balance sheets
are presented in a classified format as is appropriate for a consulting  company
rather than in an unclassified format as is appropriate for a life insurance and
annuities  company.  This  change had no impact on the  Company's  shareholders'
equity at January 1, 2008.  The Group's  primary  business is now  consulting in
venture capital. See Note 3 "Investments" for a discussion of the impact of this
change on the Company's accounting policy for its private equity investments.

       The majority of the Group's  assets at December 31, 2008 were held by its
life  insurance  and annuities  business.  Following the payout of its remaining
policies  and death  claims  during the first nine months of 2009  ($111,000  in
aggregate),  London  Pacific  Assurance  Limited  ("LPAL")  had no  policyholder
liabilities  as of September  30, 2009.  During the second  quarter of 2009,  as
approved by the Jersey Financial Services Commission ("JFSC"),  LPAL distributed
a total of $9.0 million in cash to the Company.  Also during the second  quarter
of 2009,  the directors of LPAL  submitted a Cessation of Business Plan ("COBP")
to the JFSC and,  subject to the  satisfactory  completion of the COBP, the JFSC
will  cancel  LPAL's  insurance  permit.  All  steps in the  COBP  have now been
completed, except for submitting audited closing financial statements of LPAL as
of September 30, 2009 to the JFSC. The Company plans to submit these to the JFSC
prior to the end of 2009.  Once these audited closing  financial  statements are
submitted  to and  accepted by the JFSC,  LPAL will no longer be regulated as an
insurance  company by the JFSC and the Company will move toward the  dissolution
of LPAL as soon as practicable.  LPAL's $2.6 million of cash and $1.2 million of
private equity investments will be then transferred to BTL.


                                       7
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       Prior to the cessation of its insurance business during the third quarter
of 2009,  the Company  reported  its results of  operations  using an  insurance
company format and in two operating segments:  the consulting in venture capital
segment, and the life insurance and annuities segment.  Beginning with the third
quarter of 2009,  the Company  changed its  reporting of results to a commercial
company format with only one operating  business segment  (consulting in venture
capital). Certain reclassifications were made to prior period amounts to conform
with the current period's presentation. These reclassifications had no effect on
the net loss or shareholders' equity for the prior periods.

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

Subsequent Events

       Subsequent  events have been evaluated to November 16, 2009, the date the
condensed consolidated financial statements were issued. No events have occurred
since September 30, 2009 that would require adjustment to, or disclosure in, the
condensed consolidated financial statements.

Use of Estimates

       The  preparation  of financial  statements in  conformity  with U.S. GAAP
requires  management to make certain  estimates and assumptions  that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and  liabilities  as of the  date  of  these  unaudited  condensed  consolidated
financial  statements  as well as the  reported  amount of revenues and expenses
during this reporting period.  The Group's  management's  estimates are based on
historical  experience,  input from sources  outside of the  Company,  and other
relevant facts and  circumstances.  Actual results could differ  materially from
those  estimates.  Accounting  policies  that include  particularly  significant
estimates include the assessment of recoverability  and measuring  impairment of
private equity investments, investment and impairment valuations, measurement of
deferred  tax  assets and the  corresponding  valuation  allowances,  fair value
estimates  for the  expense of employee  share  options,  valuation  of accounts
receivable, and estimates related to commitments and contingencies.

Comprehensive Loss

       The Company had no other  comprehensive  income or loss for the three and
nine month periods ended September 30, 2009 and 2008.  Therefore,  the Company's
comprehensive  loss was equal to the Company's  consolidated  net loss for these
periods.

Recently Issued Accounting Pronouncements

       In February  2008,  the Financial  Accounting  Standards  Board  ("FASB")
issued new accounting  guidance which delayed the effective date to fiscal years
ending after November 15, 2008 for fair value  accounting for all  non-financial
assets and  liabilities,  except those that are  recognized or disclosed at fair
value in the  financial  statements on a recurring  basis.  The adoption of this
guidance as of January 1, 2009 did not have an impact on the Company's financial
position or results of operations.

       In April 2009, the FASB issued three related sets of accounting  guidance
intended  to  enhance   disclosures   regarding  fair  value   measurements  and
impairments of securities. This guidance sets forth rules related to determining
the fair value of financial  assts and financial  liabilities  when the activity
levels have significantly  decreased in relation to the normal market,  guidance
related to the determination of other-than-

                                       8
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

temporary  impairments  to  include  intent  and  ability  of the  holder  as an
indicator in the  determination  of whether an  other-than-temporary  impairment
exists and  interim  disclosure  requirements  for the fair  value of  financial
instruments.  These sets of accounting  guidance became effective June 15, 2009.
The  adoption  of  this  guidance  did  not  have  an  impact  on the  Company's
consolidated financial statements.

       In December  2007,  the FASB issued new  accounting  guidance  related to
noncontrolling  interests in consolidated  financial  statements.  This guidance
establishes  accounting  and  reporting  standards  to  improve  the  relevance,
comparability and transparency of financial  information that a reporting entity
provides  in  its  consolidated  financial  statements.   This  guidance  became
effective  December  15,  2008.  The  adoption of this  guidance did not have an
impact on the Company's financial position or results of operations.

       In April 2009,  the FASB issued new  accounting  guidance  related to the
accounting  for and disclosure of events that occur after the balance sheet date
but before  financial  statements  are  issued or  available  to be issued.  The
Company  adopted this guidance for the quarter ended June 30, 2009. The adoption
of this guidance did not have an impact on the Company's  consolidated financial
statements.  See  above  in Note 1 to the  accompanying  condensed  consolidated
financial statements for the related disclosure.

       In June 2009, the FASB issued the FASB Accounting Standards  Codification
("ASC").  The ASC has  become the  authoritative  source of  generally  accepted
accounting  principles in the United States. Rules and interpretive  releases of
the SEC under federal securities laws are also sources of authoritative GAAP for
SEC  registrants.  ASC became  effective  for  financial  statements  issued for
interim and annual periods ending after September 15, 2009. The adoption of SFAS
168 did not have a  material  impact  on the  Company's  consolidated  financial
statements.


Note 2.   Earnings Per Share and ADS

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

       For the three and nine month periods  ended  September 30, 2009 and 2008,
there were no "in-the-money"  options or warrants,  and therefore no potentially
dilutive  securities.  As a result,  if the Company had  reported net income for
these periods, diluted loss per share would be the same as basic loss per share.

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




                                       9
<PAGE>
                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       A  reconciliation  of the numerators and  denominators  for the basic and
diluted loss per share calculations is as follows:
<TABLE>
<CAPTION>

                                                                       Three Months Ended               Nine Months Ended
                                                                          September 30,                   September 30,
                                                                    --------------------------    --------------------------
                                                                        2009         2008             2009          2008
                                                                    ------------  ------------    ------------  ------------
                                                                                    (In thousands, except per
                                                                                     share and ADS amounts)

<S>                                                                 <C>           <C>             <C>           <C>
Net loss..........................................................  $       (454) $     (1,004)   $     (2,169) $     (2,085)
                                                                    ------------  ------------    ------------  ------------
                                                                    ------------  ------------    ------------  ------------
Basic and diluted loss per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........        50,917        50,917          50,917        50,917
                                                                    ------------  ------------    ------------  ------------
                                                                    ------------  ------------    ------------  ------------

Basic and diluted  loss per share.................................  $      (0.01) $      (0.02)   $      (0.04) $      (0.04)
                                                                    ------------  ------------    ------------  ------------
                                                                    ------------  ------------    ------------  ------------


Basic and diluted loss per ADS....................................  $      (0.09) $      (0.20)   $      (0.43) $      (0.41)
                                                                    ------------  ------------    ------------  ------------
                                                                    ------------  ------------    ------------  ------------
</TABLE>


 Note 3.   Investments

       As discussed  above,  from January 1, 2008, the Group's primary  business
for  financial  reporting  purposes is  considered  to be  consulting in venture
capital rather than life insurance and annuities.  As such, the Group's  private
equity   investments   are   carried  at  cost  less  any   other-than-temporary
impairments.  Previously,  the Group carried its private  equity  investments at
fair  value  in  accordance  the  accounting   guidance  relating  to  insurance
companies.  With  respect to the  Group's  private  equity  investments  held at
December 31, 2007,  the Group's best estimate of their fair value was their cost
basis.  Therefore,  the change from an insurance company for financial reporting
purposes to a consulting company as of January 1, 2008 did not have an impact on
the carrying values of the Group's private equity  investments.  Marketable debt
and equity  securities  will be carried at fair value should the Group make such
investments in the future.

       As of  September  30,  2009 and  December  31,  2008,  the  Group's  only
investments were private equity securities.

       For 2008 and the first nine  months of 2009,  because  all of the Group's
private equity investments are less than 20% in the investee companies,  and the
Group does not have any  significant  influence on the investee  companies,  all
such  investments  are  accounted for in  accordance  with the cost method.  The
Group's management  evaluates the Group's  investments for any events or changes
in circumstances  ("impairment  indicators")  that may have significant  adverse
effects on the Group's  investments.  If impairment  indicators  exist, then the
carrying  amount of the investment is compared to its estimated  fair value.  If
any  impairment  is  determined  to be  other-than-temporary,  then  a  realized
investment   loss  would  be   recognized   during  the  period  in  which  such
determination is made by the Group's management.



                                       10
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The accounting guidance for fair value measurements defines fair value as
the  price  that  would  be  received  to sell an asset  or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement date (an exit price).  That accounting guidance has also established
a fair value hierarchy that prioritizes the inputs to valuation  techniques used
to  measure  fair  value  into three  broad  levels.  See Note 4 "Fair  Value of
Financial  Instruments"  below for the three levels of the fair value hierarchy.
Level 3 inputs apply to the  determination of fair value for the Group's private
equity  investments.  These are unobservable  inputs where the  determination of
fair values of investments requires the application of significant  judgment. As
discussed  above,  from January 1, 2008, only  other-than-temporary  impairments
will be recognized and the carrying value of a private equity  investment cannot
be  increased  above its cost unless the investee  company  completes an initial
public  offering or is  acquired.  During the first  quarter of 2009,  the Group
determined  that  impairment  indicators  existed for one of its private  equity
investments,  and then determined that the impairment was  other-than-temporary.
The Group recognized a realized investment loss in its consolidated statement of
operations of $200,000 on this  investment  as of the end of March 2009.  During
the second and third quarters of 2009, the Group  determined  that no impairment
indicators existed for its private equity  investments.  It is possible that the
factors  evaluated  by  management  and fair values  will  change in  subsequent
periods, resulting in material impairment charges in future periods.

Investment Concentration and Risk

       As of September  30,  2009,  the Group's  investments  consisted of three
private corporate equity securities with individual carrying values of less then
10% of the  Group's  shareholders'  equity.  One of  these  investments,  with a
carrying value of $357,000,  is in preferred stock of a technology  company that
was a consulting client of BICC until February 2009. Another investment,  with a
carrying value of $140,000,  is in preferred stock of another technology company
that was a consulting  client of the Group in prior years.  The third investment
has a carrying  value of  $844,000  and is in  preferred  stock of a  technology
company.

       As of  September  30, 2009,  the  Company's  Jersey based life  insurance
subsidiary,  LPAL,  owned 90% of the  Group's  $1.3  million in  private  equity
securities. As discussed above in Note 1, during the second quarter of 2009, the
directors of LPAL  submitted a Cessation of Business  Plan  ("COBP") to the JFSC
and,  subject to the  satisfactory  completion of the COBP, the JFSC will cancel
LPAL's insurance permit.  All steps in the COBP have now been completed,  except
for submitting audited closing financial  statements of LPAL as of September 30,
2009 to the JFSC. The Company plans to submit these to the JFSC prior to the end
of 2009.  Once these audited closing  financial  statements are submitted to and
accepted by the JFSC,  LPAL will no longer be regulated as an insurance  company
by the JFSC and the Company will move toward the  dissolution of LPAL as soon as
practicable.  The cash and investments  held by LPAL will be then transferred to
BTL.

 Realized Investment Gains and Losses

       In the first  nine  months  of 2008,  the  Company  recorded  a  realized
investment  gain of  $270,000,  representing  the  final  distribution  from the
WorldCom, Inc. securities litigation.  LPAL held certain WorldCom, Inc. publicly
traded bonds which it sold at a loss in 2002. This $270,000 payment, in addition
to the $1.2  million  initial  payment  received  from the  WorldCom  securities
litigation  in January 2007,  reverses part of LPAL's  realized loss recorded in
2002.  This gain of $270,000  was offset by an  other-than-temporary  impairment
loss of $250,000 on one of LPAL's  private equity  investments  during the third
quarter of 2008.

       In December 2008, LPAL received a $1.37 million partial distribution from
the Enron Corporation securities litigation. LPAL held certain Enron Corporation
publicly  traded bonds  which it sold  at a  loss in 2002. This payment recovers
part of LPAL's realized loss on the Enron  Corporation bonds recognized in 2002.
LPAL expects to receive  the final Enron  distribution  in the fourth quarter of
2009. The amount of this final distribution is currently uncertain.


                                       11
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       As  disclosed  above,  during  the  first  quarter  of  2009,  the  Group
determined that impairment  indicators  existed for one of LPAL's private equity
investments,  and then determined that the impairment was  other-than-temporary.
The Group recognized a realized investment loss in its consolidated statement of
operations of $200,000 on this  investment  during the first quarter of 2009. In
both  the   third   quarter   of  2008   and  the   fourth   quarter   of  2008,
other-than-temporary   impairment  losses  of  $250,000  in  each  quarter  were
recognized  in the Group's  consolidated  statement of  operations  on this same
private  equity  investment.  During the second and third  quarters of 2009, the
Group  determined that no impairment  indicators  existed for its private equity
investments.


Note 4.    Fair Value of Financial Instruments

       The accounting guidance for fair value measurements  provides a framework
for measuring fair value and expands related disclosures.  Fair value is defined
as the price that would be received for an asset or paid to transfer a liability
in an orderly  transaction  between market  participants at the measurement date
(an exit price).  The  accounting  guidance also  established a hierarchy  which
requires an entity to maximize the use of observable inputs, when available. The
accounting  guidance  requires that fair value  measurements  be classified  and
disclosed in one of the following three categories:

       Level 1 - Inputs  are  unadjusted  quoted  prices in active  markets  for
identical assets or liabilities  that are accessible by the Company.  During the
nine months ended  September  30, 2009,  the Company's  Level 1 assets  included
money market mutual funds which are included in cash and cash equivalents in the
condensed consolidated balance sheets. As of September 30, 2009, the Company had
$7,851,000  in U.S.  money  market  mutual  funds,  compared  to  $328,000 as of
December 31, 2008.

       Level 2 - Inputs  include quoted prices in markets that are not active or
financial  instruments for which all significant  inputs are observable,  either
directly or  indirectly.  During the nine months ended  September 30, 2009,  the
Company held no Level 2 assets.

       Level 3 -  Unobservable  inputs  for the  asset  or  liability  including
significant  assumptions  of the Company and other  market  participants.  As of
September  30,  2009 and  December  31,  2008,  the Group  held  $1,341,000  and
$1,484,000,  respectively,  of private equity  investments  which are carried at
cost, as adjusted for other-than-temporary impairments. In order to determine if
any  other-than-temporary  impairments exist, the Group must first determine the
fair values of its private equity investments using Level 3 unobservable inputs,
including the analysis of various  financial,  performance  and market  factors.
During the nine  months  ended  September  30,  2009,  the Group  recognized  an
other-than-temporary  impairment  loss of $200,000 on one of its private  equity
investments.  In  determining  the fair value estimate of this  investment,  the
Group's management  considered the investee company's liquidity issues, the less
favorable business  environment,  and the dilution in liquidity  preferences for
the preferred stock that the Group holds  subsequent to a bridge  financing that
closed in May 2009.


                                       12
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The change in carrying value of the Group's  private equity  investments,
all of which have Level 3 inputs in the fair value  measurement  hierarchy,  for
the nine months ended September 30, 2009 was as follows:
<TABLE>
<CAPTION>

                                                                                                     (In thousands)

<S>                                                                                                      <C>
Balance at December 31, 2008.......................................................................      $    1,484

Realized investment loss included in earnings in the first quarter of 2009 determined by considering
   fair value measurements using significant unobservable inputs (Level 3).........................            (200)

 Additional investment in one the Group's private equity holdings (Level 3)........................              57
                                                                                                       ------------
Balance at September 30, 2009......................................................................      $    1,341
                                                                                                       ------------
                                                                                                       ------------
</TABLE>

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


Note 5.   Share Based Compensation

Equity Compensation Plan

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

Share Based Compensation Expense

       The accounting guidance for share based payment established standards for
the  accounting  of  transactions  in  which  an  entity  exchanges  its  equity
instruments  for  goods  or  services,  primarily  focusing  on  accounting  for
transactions  where an entity obtains  employee  services in share based payment
transactions.  A public  entity is  required  to  measure  the cost of  employee
services  received in  exchange  for an award of equity  instruments,  including
share  options,  based on the fair value of the award on the grant date,  and to
recognize it as compensation expense over the period the employee is required to
provide service in exchange for the award, usually the vesting period. Companies
are  required to estimate  the fair value of share based  payment  awards on the
date of grant  using an option  pricing  model.  The value of the portion of the
award that is  ultimately  expected to vest is  recognized  as expense  over the
requisite service periods in the Company's consolidated statement of operations.

       Share based compensation expense recognized in the Company's consolidated
statement of operations for the three and nine month periods ended September 30,
2009 and 2008 includes  compensation expense for share options granted prior to,
but not yet vested as of December 31, 2005, as well as compensation  expense for
4,500,000  share  options  granted to employees and directors on March 27, 2007,
and  3,450,000  share  options  granted to employees and directors on August 20,
2008. No share options have been granted since


                                       13
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

August 20,  2008.  The  accounting  guidance  for share based  payment  requires
forfeitures to be estimated at the time of grant and revised,  if necessary,  in
subsequent  periods if actual  forfeitures  differ from those  estimates.  Share
based compensation expense is to be based on awards ultimately expected to vest,
and  therefore  the expense  should be reduced for  estimated  forfeitures.  The
Company's estimated forfeiture rate of zero percent for the first nine months of
2009 and 2008 was  based  upon the fact that all  unvested  options  related  to
longstanding  employees and directors.  However,  in September 2008, an employee
gave notice of his  resignation  effective at the end of October  2008. As such,
2,900,000  unvested  options  were  forfeited  on  October  31,  2008.  As these
forfeitures  were  expected as of September 30, 2008,  share based  compensation
expense was reduced in the third quarter of 2008 by $18,000. This represents the
reversal  of share based  compensation  expense  amortization  through the third
quarter of 2008 related to the  2,900,000  unvested and  forfeited  options.  In
August  2008,  the Company gave notice to its Chief  Financial  Officer that his
current  employment  agreement  would end on June 30,  2009.  As a result,  this
employee  forfeited  500,000 options that were unvested as of June 30, 2009. The
Company's  net  share  based  compensation  expense  for 2008 and for the  first
quarter of 2009 was not impacted by the  expected  forfeiture  of these  500,000
options;  however,  share based  compensation  expense for the second quarter of
2009 was  reduced by $4,056,  and share  based  compensation  expense for future
quarters  through the first  quarter of 2011 will be reduced by this  amount.  A
further  2,700,000  vested  options were  forfeited  by the  ex-Chief  Financial
Officer on July 31,  2009 as they were  unexercised.  Despite the  departure  of
these two  employees,  the Group's  management  continues to believe that a zero
percent forfeiture rate for future periods is appropriate.

       The accounting  guidance for share based payment  requires the cash flows
resulting  from the tax benefits  resulting from tax deductions in excess of the
compensation  cost  recognized  for those  options to be classified as financing
cash flows.  As there were no share  option  exercises  during 2008 or the first
nine  months of 2009,  the  Company had no related  tax  benefits  during  those
periods.

       The fair value of share  option  grants to  employees  and  directors  is
calculated using the Black-Scholes  option pricing model, even though this model
was developed to estimate the fair value of freely tradable,  fully transferable
options  without  vesting  restrictions,  which  differ  significantly  from the
Company's  share  options.  The  Black-Scholes  model also  requires  subjective
assumptions,  including  future  share price  volatility  and  expected  time to
exercise,  which  greatly  affect the  calculated  values.  The expected term of
options  granted is derived  from  historical  data on  employee  exercises  and
post-vesting employment termination behavior. The risk-free rate is based on the
U.S.  Treasury  rates in effect during the  corresponding  period of grant.  The
expected volatility is based on the historical volatility of the Company's share
price.  These factors  could change in the future,  which would affect the share
based compensation expense in future periods, if the Company,  through the ESOT,
should grant additional share options.

Valuation and Expense Information Under SFAS 123R

       The estimated fair value of share option compensation awards to employees
and directors,  as calculated using the Black-Scholes option pricing model as of
the date of grant, is amortized using the straight-line  method over the vesting
period of the options.  For the three months ended  September 30, 2009 and 2008,
compensation  expense  related to share  options  totaled  $11,000  and  $7,000,
respectively,  and  is  included  in  operating  expenses  in  the  accompanying
statement of operations.  For the nine months ended September 30, 2009 and 2008,
compensation  expense  related to share  options  totaled  $43,000 and  $51,000,
respectively.

       On March  27 2007,  4,500,000  options  were  granted  to  employees  and
directors at an exercise  price equal to the fair market value of the underlying
shares on the grant date which was $0.10.  These  options  were valued using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 66%,  risk-free  interest  rate of 4.52%,  weighted
average expected life of 6.25 years and expected dividend yield of zero percent.
The fair value of the 4,500,000 options was $292,000. During 2007, 50,000 of


                                       14
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

these  options were  forfeited.  As  discussed  above,  on August 19, 2008,  the
exercise  price of the  remaining  4,450,000  options was modified from $0.10 to
$0.31,  the net book value per share as of December 31, 2006.  The fair value of
the  modified  options  was  determined  to be  $160,000,  calculated  using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 99%,  risk-free  interest  rate of 3.04%,  weighted
average expected life of 4.85 years and expected dividend yield of zero percent.
Using these same assumptions,  the fair value of the original  4,450,000 options
immediately  prior to the  exercise  price  modification  was  calculated  to be
$216,000. As the fair value of the modified options was less than the fair value
of the original  options  immediately  before the exercise  price  modification,
there is no incremental  cost resulting from the  modification and therefore the
original  grant date fair value will continue to be amortized over the remaining
vesting  schedule  to March 27,  2011,  less the value of any actual or expected
forfeitures of unvested options.

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

       During 2008,  1,362,500  options  became vested,  3,450,000  options were
granted,  3,400,000  were  forfeited and no options were  exercised.  During the
first  quarter of 2009,  612,500  options  became  vested,  and no options  were
granted,  forfeited or  exercised.  During the second  quarter of 2009,  250,000
options became vested,  500,000 unvested options were forfeited,  and no options
were granted or  exercised.  During the third quarter of 2009,  512,500  options
became vested,  2,700,000 options were forfeited, and no options were granted or
exercised.  At September 30, 2009, there were 6,475,000 options outstanding with
a weighted-average  exercise price of $2.09. There were no in-the-money  options
outstanding at that date. Of the outstanding options, 4,212,500 were exercisable
at  September  30, 2009,  and these have a  weighted-average  exercise  price of
$3.05.  The  remaining  2,262,500  options were  unvested at September 30, 2009.
These unvested  options have a  weighted-average  exercise price of $0.30. As of
September 30, 2009, total unrecognized  compensation expense related to unvested
share  options was  $100,000,  which is expected  to be  recognized  as follows:
$12,000 in the last three months of 2009,  $46,000 in 2010,  $28,000 in 2011 and
$14,000  in  2012.  On  July  31,  2009,   2,700,000   vested   options  with  a
weighted-average  exercise price of $0.45 were forfeited by the Company's  Chief
Financial Officer whose employment ended on June 30, 2009 as discussed above.
 .
       For additional  information  relating to the Group's share  options,  see
Note 10 to the Company's consolidated financial statements included in Form 10-K
for the year ended December 31, 2008.


Note 6.   Income Taxes

       The Company's  management believes that its income tax positions would be
sustained  upon  examination  by  appropriate  taxing  authorities  based on the
technical  merits of such positions,  and therefore the Company has not provided
for any  unrecognized  tax benefits at the adoption  date, and there has been no
change  to the $0  unrecognized  tax  benefits  from  January  1,  2007  through
September 30, 2009. In general,  the  Company's  tax returns  remain  subject to
examination by taxing  authorities  for the tax years 2005 through 2008, and for
2009 once the returns are filed in 2010.

       During the third quarter of 2008, the Internal  Revenue  Service  ("IRS")
issued a private letter ruling that the Group's U.S. holding  company,  Berkeley
(USA) Holdings  Limited  ("BUSA"),  should include London Pacific Life & Annuity
Company in Liquidation  ("LCL") in its federal  consolidated tax returns for tax
years commencing



                                       15
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

with 2005.  BUSA holds the common stock of LCL but BUSA does not have any voting
or management  control over LCL. The  financial  statements of LCL have not been
included in the Company's consolidated financial statements and they will not be
included in the future.

       BUSA and LCL have signed a tax  allocation  and sharing  agreement  dated
March 18, 2009.  Under this agreement,  any benefit to BUSA of utilizing the tax
losses of LCL to  offset  BUSA's  separate  taxable  income  in  BUSA's  federal
consolidated tax returns should BUSA not have any of its own carryforward losses
will be paid by BUSA to LCL, and any benefit to LCL of utilizing  the tax losses
of BUSA to offset LCL's separate  taxable income in BUSA's federal  consolidated
tax returns should LCL not have any of it own  carryforward  losses will be paid
by LCL to  BUSA.  Any tax  liabilities,  including  alternative  minimum  taxes,
created by the inclusion of LCL in the federal  consolidated tax returns of BUSA
will be paid by LCL either  directly to the IRS or  reimbursed to BUSA by LCL if
payment is made to the IRS by BUSA. For purposes of computing  allocable federal
income tax liability,  BUSA will allocate taxable income brackets and exemptions
on a pro-rated basis among members of the affiliated tax group.

       In September  2009,  the Group filed  amended  federal  consolidated  tax
returns  for  2005  through  2008,  and  the  inclusion  of LCL  in the  federal
consolidated tax returns of BUSA for 2005 through 2008 did not result in any tax
liabilities for the Group, except for a $1,585 payment due to the IRS related to
alternative minimum taxes for 2007. As of the end of 2008, LCL has approximately
$59 million of net operating loss carryforwards and approximately $65 million of
capital loss  carryforwards.  The Group's  management  believes  that these loss
carryforwards  should be sufficient  to offset any taxable  income of LCL in the
foreseeable future.  However, LCL could have liabilities for alternative minimum
taxes ("AMT") in future periods due to the  utilization of net operating  losses
to offset current taxable income. Any AMT liability attributable to LCL computed
on a standalone basis would be the  responsibility of LCL, not of the Group, and
accordingly,  any  such  liability  has  not  been  included  in  the  condensed
consolidated financial statements of the Company.


Note 7.   Commitments and Contingencies

Guarantees

       Under its Memorandum and Articles of Association,  the Company has agreed
to indemnify  its  officers  and  directors  for certain  events or  occurrences
arising as a result of the officer or  director  serving in such  capacity.  The
maximum  potential  amount of future  payments the Company  could be required to
make under these indemnification  agreements is unlimited.  However, the Company
maintains  directors and officers' liability insurance that limits the Company's
exposure and enables it to recover a portion of any future  amounts  paid.  As a
result of its insurance coverage,  the Company believes the estimated fair value
of these  indemnification  agreements is minimal and has no liabilities recorded
for these agreements as of September 30, 2009.

       The Company enters into  indemnification  provisions under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients and landlords.  Under these provisions, the Company generally
indemnifies  and holds  harmless the  indemnified  party for losses  suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification   provisions  sometime  include  indemnifications   relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes the  estimated  fair value of these  agreements  is minimal as
historically,   no  payments   have  been  made  by  the  Company   under  these
indemnification  obligations.   Accordingly,  the  Company  has  no  liabilities
recorded for these agreements as of September 30, 2009.


                                       16
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8.   Business Segment and Geographical Information

       Prior to the third quarter of 2009,  the Company's  reportable  operating
segments were  classified  according to its  businesses of consulting in venture
capital, and life insurance and annuities.

       As the Company ceased its insurance  business during the third quarter of
2009,  only one  operating  business  remains:  consulting  in venture  capital.
Beginning with the third quarter of 2009,  the Company  changed its reporting of
results to a commercial  company format with only one operating business segment
(consulting in venture capital).  Certain  reclassifications  were made to prior
period  amounts  to  conform  with  the  current  period's  presentation.  These
reclassifications  had no effect on the net income or  shareholders'  equity for
the prior periods.

       Summary revenue,  interest income 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               Nine Months Ended
                                                                          September 30,                   September 30,
                                                                    --------------------------    --------------------------
                                                                        2009         2008             2009          2008
                                                                    ------------  ------------    ------------  ------------
                                                                                         (In thousands)

<S>                                                                 <C>           <C>             <C>           <C>
Jersey............................................................  $          1  $       (184)   $       (189) $        262
United States.....................................................           169           156             420           443
                                                                    ------------  ------------    ------------  ------------
Consolidated revenues, interest income and investment
   gains (losses).................................................  $        170  $        (28)   $        231  $        705
                                                                    ------------  ------------    ------------  ------------
                                                                    ------------  ------------    ------------  ------------
</TABLE>


          Total consolidated assets by geographic segment were as follows:
<TABLE>
<CAPTION>
                                                                                 September 30,    December 31,
                                                                                     2009             2008
                                                                                 -------------   -------------
                                                                                         (In thousands)

<S>                                                                              <C>             <C>
Jersey.......................................................................... $       4,923   $      13,644
United States...................................................................         8,347           1,900
                                                                                 -------------   -------------
Consolidated total assets....................................................... $      13,270   $      15,544
                                                                                 -------------   -------------
                                                                                 -------------   -------------

</TABLE>


Note 9.   Client Concentration

          The Group's  revenues  are from a limited  number of  clients.  In the
first nine months of 2009, the Group's largest  consulting  client accounted for
64% of its  consulting  revenues,  and another  client  accounted for 31% of its
consulting revenues.



                                       17
<PAGE>

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

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

       This  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated  financial  statements,  and the notes  thereto,  included  in this
quarterly  report,  and the  December 31, 2008  audited  consolidated  financial
statements,  and the notes  thereto,  included in our Annual Report on Form 10-K
filed  with the SEC on March 31,  2009.  The  unaudited  condensed  consolidated
financial statements are prepared in accordance with U.S. GAAP. This item should
also be read in  conjunction  with the  "Forward-Looking  Statements and Factors
That May  Affect  Future  Results"  which are set  forth  below and in our other
filings with the SEC.

Forward-Looking Statements and Factors That May Affect Future Results

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

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


                                       18
<PAGE>



RESULTS OF OPERATIONS

Revenues

Third quarter of 2009 compared to third quarter of 2008

       Consulting fee income remained level at $150,000 for the third quarter of
2009, compared to the third quarter of 2008.

       Our  typical  client is a Silicon  Valley  technology  company or a large
international   telecommunications  company.  Our  objective  has  been  to  use
consulting  revenues  to finance  the  development  of large  telecommunications
company  relationships  in Europe  and Asia,  which  has led to  several  equity
investments  by a client with  additional  fees for work performed by the Group.
Given the challenges we face in the current economic  environment,  the level of
consulting fees is expected to be volatile depending on the nature and extent of
our work at any point in time. We are actively  seeking new clients and business
opportunities.

       Under a consulting  arrangement  we had in 2007,  we are entitled to earn
additional  compensation in the future depending upon the performance of certain
venture capital  investments made by the client during 2007 with our assistance.
Any such  compensation  would be paid to us as a proportion  of any capital gain
realized  by  the  client,   after  deducting  certain  costs,  upon  a  defined
realization of the investment by the client.  To date, no such  compensation has
been realized.

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

First nine months of 2009 compared to first nine months of 2008

       Consulting  fee income  remained level at $0.4 million for the first nine
months of 2009, compared to the first nine months of 2008.


Operating Expenses

Third quarter of 2009 compared to third quarter of 2008

       Total  operating  expenses  fell by $352,000  to  $624,000  for the third
quarter  of 2009,  compared  to the third  quarter of 2008,  due to lower  staff
costs.

       As  discussed  in previous  Form 10-Q and 10-K  filings  with the SEC, on
August 12, 2008, the Company gave notice to Mr. Ian K. Whitehead,  the Company's
Chief  Financial  Officer,  that his employment  agreement would end on June 30,
2009.  Reference is made to Exhibit  10.3.1 to the  Company's  Form 10-K for the
year ended December 31, 2000 for a copy of Mr. Whitehead's  employment agreement
and to the Company's  Proxy  Statement dated April 29, 2008 for a description of
his salary waiver of May 2003. The Company's consolidated operating expenses for
the 12-month period ended June 30, 2009 increased by approximately  $0.6 million
due to Mr. Whitehead's agreement.

       The  severance  costs paid to our Chief  Financial  Officer as  discussed
above were  fully  paid by June 30,  2009.  In  addition,  there were staff cost
savings  related to an employee  that left the Company in the fourth  quarter of
2008.



                                       19
<PAGE>



First nine months of 2009 compared to first nine months of 2008

       Total  operating  expenses  fell by $0.4  million to $2.4 million for the
first  nine  months of 2009,  compared  to the first nine  months of 2008.  This
decrease was due to lower staff costs of $0.3 million  primarily  related to the
employee  who left  during the  fourth  quarter  of 2008,  and the $0.1  million
included  in the first  nine  months of 2008  related  to the  write-off  of web
development costs paid to a third party vendor subsequent to our decision not to
go forward with a web based project.


Interest Income

Third quarter of 2009 compared to third quarter of 2008

       Interest  income  earned on bank  deposits and money market  mutual funds
fell by $52,000 to $20,000 for the third quarter of 2009,  compared to the third
quarter of 2008, due to the lower interest rate environment.

First nine months of 2009 compared to first nine months of 2008

       Interest  income  earned on bank  deposits and money market  mutual funds
fell by $237,000  to $34,000 for the first nine months of 2009,  compared to the
first nine months of 2008, due to the lower interest rate environment.


Realized Investment Gains and Losses

Third quarter of 2009 compared to third quarter of 2008

       There were no realized investment gains or losses in the third quarter of
2009. The results for the third quarter of 2008 included an other-than-temporary
impairment  loss  of  $250,000  taken  on  one  of the  Group's  private  equity
investments.

First nine months of 2009 compared to first nine months of 2008

       The   results   for  the  first   nine   months  of  2009   included   an
other-than-temporary  impairment  loss of  $200,000  taken on one of the Group's
private equity investments.  During the first nine months of 2008, LPAL received
a $270,000 final  distribution from the WorldCom,  Inc.  securities  litigation.
LPAL held certain  WorldCom,  Inc. publicly traded bonds which it sold at a loss
in 2002.  This  payment,  as well as the initial  distribution  of $1.2  million
received in January  2007,  reversed  part of the  realized  losses  recorded on
WorldCom in 2002. Offsetting this $270,000 gain in the first nine months of 2008
was an  other-than-temporary  impairment  loss of  $250,000  taken on one of the
Group's private equity  investments,  for a net realized gain of $20,000 for the
first nine months of 2008. Therefore,  there was a change in realized investment
gains and losses of $220,000  for the first nine months of 2009  compared to the
same period in 2008.


Consolidated Loss Before Income Tax Expense

Third quarter of 2009 compared to third quarter of 2008

       Our consolidated loss before income tax expense was $454,000 in the third
quarter of 2009,  compared to a  consolidated  loss of  $1,004,000  in the third
quarter of 2008. This lower loss of $550,000 was due to the other-than-temporary
impairment  loss of $250,000 taken on a private  equity  investment in the third
quarter of 2008,  lower interest income of $52,000 for the third quarter of 2009
due to lower interest  rates,  and a decrease of $352,000 in operating  expenses
for  the  third  quarter  of  2009  The  decrease  in  operating   expenses  was
attributable  to lower  staff  costs.  The  severance  costs  paid to our  Chief
Financial  Officer as  discussed  above were  fully  paid by June 30,  2009.  In
addition,  there were staff cost  savings  related to an employee  that left the
Company in the fourth quarter of 2008.


                                       20
<PAGE>

First nine months of 2009 compared to first nine months of 2008

       Our consolidated  loss before income tax expense was $2.2 million for the
first nine months of 2009, compared to $2.1 million for the first nine months of
2008.  This increased  loss of $0.1 million was due to a $220,000  change in net
realized  investment  gains and losses as explained  above,  and lower  interest
income of $237,000 due to lower  interest  rates during the first nine months of
2009,  partially offset by a $390,000 decrease in operating expenses.  Operating
expenses  decreased  in first  nine  months of 2009  compared  to the first nine
months of 2008 due to a $0.3 million  decrease in staff costs primarily  related
to the employee who left during the fourth quarter of 2008, and the $0.1 million
included  in the first  nine  months of 2008  related  to the  write-off  of web
development costs paid to a third party vendor subsequent to our decision not to
go forward with a web based project.

Income Taxes

       Under a new tax system in Jersey,  Channel Islands, our tax rate is zero,
and realized gains on certain  investments are exempt from Jersey  taxation.  In
the United States,  we are subject to both federal and California taxes at rates
up to 34% and 8.84%, respectively.

Third quarter of 2009 compared to third quarter of 2008

       We had no tax expense and we did not recognize  any tax benefits  related
to operating loss carryforwards in the third quarter of 2009, as was the case in
the third quarter of 2008.

First nine months of 2009 compared to first nine months of 2008

       The $2,000 tax  expense  for the first nine  months of 2009,  and for the
first nine months of 2008, is comprised of our minimum  California taxes.  Other
than these taxes,  no other tax expense or benefits were applicable to our Group
for these periods. Our U.S. subsidiaries  contributed a loss before income taxes
of $0.7  million  during  the first  nine  months of 2009;  however,  we did not
recognize  any U.S. tax benefits due to the 100%  valuation  allowances  that we
have provided for all deferred tax assets.


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,  revenue  recognition and  assumptions  used to value share options
granted. These critical accounting policies are described below.

Accounting for Investments

       From  January 1, 2008,  our  primary  business  for  financial  reporting
purposes is  considered to be  consulting  in venture  capital  rather than life
insurance and annuities. As such, our private equity investments are now carried
at cost less any other-than-temporary  impairments.  Previously,  we carried our
private  equity  investments  at fair value in  accordance  with the  accounting
guidance  relating to insurance  companies.  With respect to our private  equity
investments held at December 31, 2007, our best estimate of their fair value was
their cost basis. Therefore,  the change from an insurance company for financial
reporting purposes to a consulting company as of January 1, 2008 did not have an
impact on the carrying values of our private equity investments.

       For 2008 and the first nine  months of 2009,  because  all of our private
equity  investments are less than 20% in the investee  companies,  and we do not
have any significant  influence on the investee companies,  all such investments
are  accounted  for  in  accordance  with  the  cost  method.  We  evaluate  our
investments for any events or changes in circumstances ("impairment indicators")
that may have significant adverse effects on our

                                       21
<PAGE>
investments.  If impairment  indicators  exist,  then the carrying amount of the
investment  is  compared  to its  estimated  fair value.  If any  impairment  is
determined to be other-than-temporary,  then a realized investment loss would be
recognized during the period in which we make such determination.

Determination of Fair Values of Investments

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

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

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

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

Other-than-temporary Impairments of Investments

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

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

                                       22
<PAGE>

temporary,  then the  investment is reduced to its estimated  fair value,  which
becomes its new cost basis, and a realized loss is reflected in earnings.

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

Revenue Recognition

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

Valuation of Share Options Granted

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


Liquidity and Capital Resources

       Our cash and cash  equivalents  decreased during the first nine months of
2009 by $1.9  million  from  $13.68  million as of  December  31, 2008 to $11.74
million as of September  30, 2009.  This  decrease in cash and cash  equivalents
resulted from $1.8 million of cash used in operating activities and $0.1 million
of cash used in financing activities. Cash used in operating activities resulted
from the excess of operating  expenses over  consulting  fee income and interest
income  for the first nine  months of 2009.  Cash used in  financing  activities
resulted from the payout of the three remaining policies and two death claims in
LPAL during the first nine months of 2009.  As of September  30, 2009,  our cash
and cash  equivalents,  excluding  the  amount  held by LPAL,  amounted  to $9.2
million,  an increase of $7.3 million from  December  31,  2008.  This  increase
resulted  from the $9.0 million of cash  released  back to the Company from LPAL
during  the  second  quarter  of 2009,  offset  by the use of cash in  operating
activities.

       Shareholders'  equity  decreased  during the first nine months of 2009 by
$2.1  million  from  $15.0  million at  December  31,  2008 to $12.9  million at
September 30, 2009, due to the net loss for the period. As of September 30, 2009
and December 31, 2008,  $62.6 million of our Ordinary  Shares,  at cost, held by
the employee benefit trusts have been netted against shareholders' equity.

       LPAL held $2.5 million of the Group's  $11.7 million of cash at September
30, 2009. Following the payout of its remaining policies and death claims during
the first nine months of 2009 ($111,000 in aggregate),  LPAL had no policyholder
liabilities  as of September  30, 2009.  During the second  quarter of 2009,  as
approved by

                                       23
<PAGE>

the JFSC, LPAL distributed a total of $9.0 million in cash to the Company.  Also
during the second  quarter of 2009,  the directors of LPAL submitted a Cessation
of  Business  Plan  ("COBP")  to the  JFSC  and,  subject  to  the  satisfactory
completion of the COBP, the JFSC will cancel LPAL's insurance permit.  All steps
in the COBP have now been  completed,  except  for  submitting  audited  closing
financial  statements of LPAL as of September 30, 2009 to the JFSC.  The Company
plans to submit these to the JFSC in November 2009.  Once these audited  closing
financial  statements  are  submitted to and accepted by the JFSC,  LPAL will no
longer be  regulated  as an  insurance  company by the JFSC and the Company will
move toward the dissolution of LPAL as soon as practicable.  LPAL's $2.6 million
of cash and $1.2 million of private equity  investments will be then transferred
to BTL.

       As  of  September  30,  2009,  we  had  no  bank  borrowings,   guarantee
obligations,  material  commitments  outstanding  for  capital  expenditures  or
additional funding for private equity portfolio companies.

       As of  September  30,  2009,  we  had  $9.2  million  of  cash  and  cash
equivalents,  excluding  cash held by LPAL. We believe that this cash balance is
sufficient to fund our operations over at least the next 12 months.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Not required.


Item 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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


Changes in Internal Control Over Financial Reporting

       On August  12,  2008,  the  Company  gave  notice to our Chief  Financial
Officer,  Mr. Ian K. Whitehead,  that his employment agreement would end on June
30, 2009. Subsequent to Mr. Whitehead's departure on June 30, 2009, the internal
control procedures previously performed by Mr. Whitehead were transferred to our
Executive Chairman and to our Company Secretary.  On August 12, 2009, Mr. Arthur
I. Trueger,  our  Executive  Chairman,  was appointed by the Company's  board of
directors as the Company's Principal Financial Officer.

       There were no changes in our internal  controls over financial  reporting
that occurred  during the quarter ended  September 30, 2009 that have materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.


                                       24
<PAGE>
                           PART II - OTHER INFORMATION

Item 1A.   RISK FACTORS

       Not required.


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

       On July 31, 2009, 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
             included in the  Company's  Annual Report to  Shareholders  for the
             year ended December 31, 2008,  together with the report of BDO Stoy
             Hayward LLP, Company's  independent  auditors;  votes received for:
             33,094,450, against: 1,269,750. There were 14,080 abstentions.

(2)          For the re-election of one director,  Harold E. Hughes,  Jr.: votes
             received for:  33,025,421,  against:  1,334,379.  There were 18,480
             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 and The Viscount Trenchard.

(3)          To  re-appoint  BDO Stoy Hayward LLP as the  Company's  independent
             auditors  for  purposes  of the  Company's  primary  listing on the
             London  Stock  Exchange  and  BDO  Seidman,  LLP as  the  Company's
             independent  registered  public accounting firm for purposes of the
             Company's  listing in the U.S.,  and to authorize  the directors to
             fix their remuneration;  votes received for:  33,073,607,  against:
             1,289,833. There were 14,840 abstentions.


Item 5.   OTHER INFORMATION

       As  disclosed  in Item 5 "Other  Information"  in our  Form  10-Q for the
quarter  ended June 30, 2008 filed with the SEC on August 14, 2008,  the Company
gave notice on August 12, 2008 to Mr. Ian K. Whitehead, Chief Financial Officer,
that his employment agreement would end on June 30, 2009.

       Subsequent to Mr.  Whitehead's  departure on June 30, 2009, the Company's
board of directors on August 12, 2009,  appointed  Mr.  Arthur I. Trueger as the
Company's Principal Financial Officer. Background information on Mr. Trueger may
be found in the Company's Proxy Statement filed with the SEC on April 29, 2009.





                                       25
<PAGE>

Item 6.    EXHIBITS

       The following exhibits are filed herewith:

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

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

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

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

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

                                       26
<PAGE>



                                    SIGNATURE


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



                                           BERKELEY TECHNOLOGY LIMITED
                                           (Registrant)

Date:  November 16, 2009                   By:    /s/  Arthur I. Trueger

                                                  Arthur I. Trueger
                                                  Executive Chairman and
                                                  Principal Financial Officer





                                       27