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, 2005

                                       OR

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


                         Commission file number 0-21874

                           Berkeley Technology Limited

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


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

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

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

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

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

     As of November 14, 2005, 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
Item 1.    Financial Statements:

<S>                                                                                                             <C>
           Unaudited Condensed Consolidated Balance Sheets as of September 30, 2005 and
               December 31, 2004............................................................................    3

           Unaudited Condensed Consolidated Statements of Operations for the three and nine months
               ended September 30, 2005 and 2004............................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
               ended September 30, 2005 and 2004............................................................    5

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the nine months
               ended September 30, 2005.....................................................................    6

           Unaudited Consolidated Statements of Comprehensive Income for the three and nine months
               ended September 30, 2005 and 2004............................................................    7

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

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   19

Item 3.    Quantitative and Qualitative Disclosures About Market Risk ......................................   27

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


                                     PART II

                                OTHER INFORMATION

Item 1.    Legal Proceedings................................................................................   29

Item 4.    Submission of Matters to a Vote of Security Holders .............................................   29
         .........
Item 6.    Exhibits.........................................................................................   30

Signature  .................................................................................................   31

Exhibit Index ..............................................................................................   32
</TABLE>

                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                    September 30,      December 31,
                                                                                        2005               2004
                                                                                    -------------     -------------
                                            ASSETS

<S>                                                                                    <C>               <C>
Investments (principally of life insurance subsidiary):
   Fixed maturities:
     Available-for-sale, at fair value (amortized cost: $16,450 and $21,341
       as of September 30, 2005 and December 31, 2004, respectively)..............     $   16,489        $   21,377
     Held-to-maturity, at amortized cost (fair value: $7,039 and $0 as of
       September 30, 2005 and December 31, 2004, respectively) ...................          7,056                 -
   Equity securities:
     Trading, at fair value (cost: $102 and $586 as of September 30, 2005
       and December 31, 2004, respectively).......................................             73               552
     Available-for-sale, at estimated fair value (cost: $850 as of
       September 30, 2005 and December 31, 2004)..................................            850               850
                                                                                    -------------     -------------
Total investments.................................................................         24,468(1)         22,779

Cash and cash equivalents.........................................................          9,860(1)         19,495
Cash held in escrow...............................................................          1,021             1,005
Accrued investment income.........................................................            566               737
Other assets......................................................................            261               691
                                                                                    -------------     -------------
Total assets......................................................................     $   36,176        $   44,707
                                                                                    -------------     -------------
                                                                                    -------------     -------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities.................................................     $   15,285        $   21,229
Accounts payable and accruals.....................................................            557               585
                                                                                    -------------     -------------
Total liabilities.................................................................         15,842            21,814
                                                                                    -------------     -------------
Commitments and contingencies (see Note 6)

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, 2005 and
   December 31, 2004..............................................................          3,222             3,222
Additional paid-in capital........................................................         67,660            68,615
Retained earnings.................................................................         12,395            14,929
Employee benefit trusts, at cost (13,522,381 and 13,684,881 shares as of
   September 30, 2005 and December 31, 2004, respectively)........................        (62,598)          (63,571)
Accumulated other comprehensive loss..............................................           (345)             (302)
                                                                                    -------------     -------------
Total shareholders' equity........................................................         20,334            22,893
                                                                                    -------------     -------------
Total liabilities and shareholders' equity........................................     $   36,176        $   44,707
                                                                                    -------------     -------------
                                                                                    -------------     -------------
<FN>
(1) Includes  $17,333 of investments  and $8,680 of cash and cash  equivalents in the Company's  insurance  subsidiary
    (London Pacific Assurance  Limited  ("LPAL"))  which are not currently  available to fund the operations or commitments
    of the Company or its other subsidiaries.
</FN>
</TABLE>

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

                                       3
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except per share and ADS amounts)
<TABLE>
<CAPTION>

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
Revenues:
<S>                                                                  <C>         <C>          <C>         <C>
Investment income.................................................   $     383   $     337    $   1,185   $   1,028
Insurance policy charges..........................................           1           -            4           3
Consulting and other fee income...................................         105         135          429         329
Net realized investment gains (losses)............................           -       4,787          (43)      5,700
Change in net unrealized investment gains and losses
   on trading securities..........................................          16      (7,757)           6     (12,498)
                                                                     ---------   ---------    ---------   ---------
                                                                           505      (2,498)       1,581      (5,438)
Expenses:
Amounts credited on insurance policyholder accounts...............         222         326          779       1,043
Operating expenses................................................         981       1,089        3,328       3,637
Interest expense..................................................           -           -            3           -
                                                                     ---------   ---------    ---------   ---------
                                                                         1,203       1,415        4,110       4,680
                                                                     ---------   ---------    ---------   ---------

Loss before income tax expense....................................        (698)     (3,913)      (2,529)    (10,118)

Income tax expense................................................           -           -            5         290
                                                                     ---------   ---------    ---------   ---------
Net loss..........................................................   $    (698)  $  (3,913)   $  (2,534)  $ (10,408)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------



Basic and diluted loss per share and ADS:

Basic and diluted loss per share..................................   $   (0.01)  $   (0.08)   $   (0.05)  $   (0.21)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------

Basic and diluted loss per ADS.............................          $   (0.14)  $   (0.77)   $   (0.50)  $   (2.05)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>



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

                                       4
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

     UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
<TABLE>
<CAPTION>
                                                                                                Nine Months Ended
                                                                                                  September 30,
                                                                                              ---------------------
                                                                                                2005        2004
                                                                                              ---------   ---------


<S>                                                                                           <C>         <C>
Net cash provided by (used in) operating activities...............................            $    (120)  $   6,156


Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities...........................               (8,510)          -
Purchases of available-for-sale fixed maturity securities.........................               (5,121)          -
Purchases of available-for-sale equity securities.................................                    -         (15)
Proceeds from maturity of held-to-maturity fixed maturity securities..............                1,350           -
Proceeds from sale and maturity of available-for-sale fixed maturity securities...                8,284       5,034
Proceeds from sale of available-for-sale equity securities........................                    -          75
Capital expenditures..............................................................                   (2)         (5)
                                                                                              ---------   ---------
Net cash provided by (used in) investing activities...............................               (3,999)      5,089
                                                                                              ---------   ---------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................               (5,221)     (7,332)
Proceeds from disposal of shares by the employee benefit trusts...................                   18           -
                                                                                              ---------   ---------
Net cash used in financing activities ............................................               (5,203)     (7,332)
                                                                                              ---------   ---------

Net increase (decrease) in cash and cash equivalents .............................               (9,322)      3,913
Cash and cash equivalents at beginning of period (1)..............................               19,495      14,408
Foreign currency translation adjustment ..........................................                 (313)         27
                                                                                              ---------   ---------
Cash and cash equivalents at end of period (1), (2)...............................            $   9,860   $  18,348
                                                                                              ---------   ---------
                                                                                              ---------   ---------

<FN>
(1) Does not include $1,021 of cash held in escrow as of September 30, 2005.

(2) The amount for September 30, 2005 includes $8,680 in the Company's insurance  subsidiary (LPAL) which is not currently
    available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>




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

                                       5
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (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, 2004............   64,439  $   3,222   $  68,615  $   14,929    $ (63,571) $      (302) $    22,893

Net loss........................        -          -           -      (2,534)           -             -      (2,534)
Exercise of employee share
   options, including income
   tax effect...................        -          -        (955)          -          973             -          18
Change in net unrealized
   gains and losses on
   available-for-sale securities        -          -           -           -            -            3            3
Foreign currency translation
   adjustment...................        -          -           -           -            -          (46)         (46)
                                 --------  ---------   ---------  ----------    ---------  -----------  -----------
Balance as of
   September 30, 2005...........   64,439  $   3,222   $  67,660  $   12,395    $ (62,598) $      (345) $    20,334
                                 --------  ---------   ---------  ----------    ---------  -----------  -----------
                                 --------  ---------   ---------  ----------    ---------  -----------  -----------

</TABLE>



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

                                       6
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------

<S>                                                                   <C>         <C>          <C>         <C>
Net loss..........................................................    $   (698)   $ (3,913)    $ (2,534)   $(10,408)

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

Foreign currency translation adjustments, net of income
   taxes of $0....................................................         (11)          1          (46)         29

Change in net unrealized gains and losses:
   Unrealized holding gains and losses on available-for-sale
     securities...................................................          (6)        110          (12)          -
   Reclassification adjustment for gains and losses included
     in net loss..................................................           8         (12)          15         (18)
   Deferred income taxes..........................................           -           -            -           -

                                                                     ---------   ---------    ---------   ---------
Other comprehensive income (loss).................................          (9)         99          (43)         11
                                                                     ---------   ---------    ---------   ---------
Comprehensive loss................................................    $   (707)   $ (3,814)    $ (2,577)   $(10,397)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>



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

                                       7
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

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


Note 1.   Basis of Presentation and Principles of Consolidation

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

     Certain information and note disclosures normally included in the Company's
annual consolidated  financial statements have been condensed or omitted. In the
opinion of management, the 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.

     While the Company's management believes that the disclosures  presented are
adequate to make the  information  not  misleading,  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, 2004,
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 23, 2005. The December
31,  2004  condensed  balance  sheet data was  derived  from  audited  financial
statements but does not include all disclosures required by U.S. GAAP.

     The  results for the nine month  period  ended  September  30, 2005 are not
indicative of the results to be expected for the full fiscal year.

     The unaudited  condensed  consolidated  balance  sheets are presented in an
unclassified  format as the  majority of the Group's  assets  relate to its life
insurance and annuities business.  The Group's other business is venture capital
and consulting.

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

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with U.S.  GAAP
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities as of the date of these unaudited condensed  consolidated  financial
statements as well as the reported  amount of revenues and expenses  during this
reporting  period.  Actual  results could differ from these  estimates.  Certain
estimates such as fair value and actuarial assumptions have a significant impact
on the  gains  and  losses  recorded  on  investments  and the  balance  of life
insurance policy liabilities.

                                       8
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share Incentive Plan

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

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

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
                                                                    (In thousands, except per share and ADS amounts)

<S>                                                                  <C>         <C>          <C>         <C>
Net loss as reported..............................................   $    (698)  $  (3,913)   $  (2,534)  $ (10,408)
Add: Stock based employee compensation expense included in
   reported loss, net of related tax effects......................           -           -            -           -

Deduct: Total stock based employee compensation expense
   determined under fair value based methods for all awards,
   net of related tax effects.....................................         (32)        (47)          (7)       (143)
                                                                     ---------   ---------    ---------   ---------

Pro forma net loss................................................   $    (730)  $  (3,960)   $  (2,541)  $ (10,551)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------

Basic and diluted loss per share:
As reported.......................................................   $   (0.01)  $   (0.08)   $   (0.05)  $   (0.21)
Pro forma.........................................................       (0.01)      (0.08)       (0.05)      (0.21)
Basic and diluted loss per ADS:
As reported.......................................................       (0.14)      (0.77)       (0.50)      (2.05)
Pro forma.........................................................       (0.14)      (0.78)       (0.50)      (2.08)

</TABLE>

                                       9
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                      2005 (1)    2004 (1)      2005       2004 (1)
                                                                     ---------   ---------    ---------   ---------
<S>                                                                  <C>         <C>          <C>         <C>
Expected dividend yield (2).......................................           -           -            -           -
Expected stock price volatility...................................           -           -          34%           -
Risk-free interest rate...........................................           -           -        3.89%           -
Weighted average expected life (in years).........................           -           -         6.25           -
<FN>
(1) No grants were made during the three months ended September 30, 2005 and 2004, and the nine months ended September 30, 2004.

(2) The deduction to the share price was zero, as future dividends have not been assumed.
</FN>
</TABLE>

Recently Issued Accounting Pronouncements

     In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 123 (revised 2004) ("SFAS 123R"), "Share-Based Payment." SFAS 123R
is a revision of SFAS 123 and  supersedes  APB 25. Among other items,  SFAS 123R
eliminates the use of APB 25 and the intrinsic  value method of accounting,  and
requires  companies  to  recognize  the cost of  employee  services  received in
exchange for awards of equity instruments, based on the grant date fair value of
those awards, in the financial statements.  SFAS 123R permits companies to adopt
its requirements  using either a "modified  prospective"  method, or a "modified
retrospective"  method. Under the "modified  prospective"  method,  compensation
cost is  recognized  in the financial  statements  beginning  with the effective
date,  based  on the  requirements  of SFAS  123R for all  share-based  payments
granted  after  that  date,  and based on the  requirements  of SFAS 123 for all
unvested  awards  granted  prior to the effective  date of SFAS 123R.  Under the
"modified  retrospective"  method,  the  requirements  are the same as under the
"modified  prospective"  method,  but also permits entities to restate financial
statements of previous periods based on proforma  disclosures made in accordance
with SFAS 123. On April 14,  2005,  the SEC  approved a new rule that delays the
effective  date of SFAS 123R.  Under the SEC's rule,  SFAS 123R is now effective
for the Company  beginning  January 1, 2006.  The Company has not yet determined
which of the aforementioned adoption methods it will use.



                                       10
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2.   Earnings Per Share and ADS

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

     The Company has also issued Ordinary Share warrants to the Bank of Scotland
in connection with the Company's bank facility (now terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the  weighted-average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury  Stock  Method." As the Company  recorded a net loss for the three and
nine month  periods  ended  September  30, 2005 and 2004,  the  calculations  of
diluted  loss per share for these  periods do not include  potentially  dilutive
employee  share options and warrants  issued to the Bank of Scotland as they are
anti-dilutive  and, if included,  would have  resulted in a reduction of the net
loss per share.  If the  Company  had  reported  net income for the three  month
periods ended  September 30, 2005 and 2004, and for the nine month periods ended
September  30,  2005 and  2004,  there  would  have been an  additional  52,000,
607,593, 88,530 and 753,598 shares,  respectively,  included in the calculations
of diluted earnings per share for these periods.


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

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
                                                                            (In thousands, except share,
                                                                               per share and ADS amounts)


<S>                                                                  <C>         <C>          <C>         <C>
Net loss..........................................................   $    (698)  $  (3,913)   $  (2,534)  $ (10,408)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------

Basic loss per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........  50,916,692  50,754,192   50,916,692  50,754,192
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------


Basic loss per share..............................................   $   (0.01)  $   (0.08)   $   (0.05)  $   (0.21)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------


Basic loss per ADS................................................   $   (0.14)  $   (0.77)   $   (0.50)  $   (2.05)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>

                                       11
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
                                                                             (In thousands, except share,
                                                                               per share and ADS amounts)

Diluted loss per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
<S>                                                                 <C>         <C>          <C>         <C>
   excluding shares held by the employee benefit trusts...........  50,916,692  50,754,192   50,916,692  50,754,192
Effect of dilutive securities (warrants and employee share
   options).......................................................           -           -            -           -
                                                                    ----------  ----------   ----------  ----------
Weighted-average number of Ordinary Shares used in
   diluted loss per share and ADS calculations....................  50,916,692  50,754,192   50,916,692  50,754,192
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------


Diluted loss per share............................................   $   (0.01)  $   (0.08)   $   (0.05)  $   (0.21)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------


Diluted loss per ADS..............................................   $   (0.14)  $   (0.77)   $   (0.50)  $   (2.05)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>


Note 3.   Investments

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

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

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

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

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

     For a discussion of the Company's  accounting  policies with respect to the
determination of fair value of investments and other-than-temporary impairments,
see the  section  entitled  "Critical  Accounting  Policies"  in Part I,  Item 2
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  below.  The  Group's  private   securities   primarily  consist  of
convertible  preferred  stock  holdings  in  technology  companies.   Management
periodically reviews financial information with respect to the issuers of equity
securities held by the Group. In addition, management maintains contact with the
management of these  issuers  through  ongoing  dialogue to examine the issuers'
future plans and prospects.

                                       12
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Fixed Maturity Securities

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


                                          September 30, 2005                                December 31, 2004
                                ------------------------------------------      ------------------------------------------
                                             Gross     Gross     Estimated                   Gross      Gross    Estimated
                                Amortized Unrealized Unrealized    Fair         Amortized Unrealized Unrealized    Fair
                                  Cost       Gains     Losses      Value           Cost       Gains    Losses      Value
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
                                                                       (In thousands)
Available-for-Sale:
Non-U.S. corporate
<S>                              <C>       <C>        <C>        <C>            <C>        <C>        <C>        <C>
   debt securities.............. $ 11,109  $      52  $      (4) $  11,157      $  19,117  $      65  $     (29) $  19,153
Corporate debt securities ......    5,341          -         (9)     5,332          2,224          1         (1)     2,224
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
                                   16,450         52        (13)    16,489         21,341         66        (30)    21,377
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
Held-to-Maturity:
Corporate debt securities ......    7,056          -        (17)     7,039              -          -          -          -
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
                                    7,056          -        (17)     7,039              -          -          -          -
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
Total fixed maturity securities. $ 23,506  $      52  $     (30) $  23,528      $  21,341  $      66  $     (30) $  21,377
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
</TABLE>

Equity Securities

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


                                          September 30, 2005                                December 31, 2004
                                ------------------------------------------      ------------------------------------------
                                             Gross     Gross     Estimated                   Gross      Gross    Estimated
                                          Unrealized Unrealized    Fair                   Unrealized Unrealized    Fair
                                  Cost       Gains     Losses      Value           Cost       Gains    Losses      Value
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
                                                                       (In thousands)
Private corporate equity
<S>                              <C>       <C>        <C>        <C>            <C>        <C>        <C>        <C>
   securities................... $    850  $       -  $       -  $     850      $     850  $       -  $       -  $     850
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
Total available-for-sale
   equity securities............      850          -          -        850            850          -          -        850

Trading securities..............      102          5        (34)        73            586         20        (54)       552
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
Total equity securities......... $    952  $       5  $     (34) $     923      $   1,436  $      20  $     (54) $   1,402
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
                                ---------  ---------  ---------  ---------      ---------  ---------  ---------  ---------
</TABLE>

     Trading securities are carried at fair value with changes in net unrealized
gains and losses of $16,000, $(7,757,000),  $6,000 and $(12,498,000) included in
the  statements  of  operations  for the  three  and nine  month  periods  ended
September 30, 2005 and 2004, respectively.


                                       13
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investment Concentration and Risk

     As of  September  30, 2005,  fixed  maturity  securities  held by the Group
included  investments  in Ford Motor Credit  ("FMC") of  $6,053,000  and General
Motors Acceptance Corp. ("GMAC") of $6,035,000. These two corporate issuers each
represented  more than 10% of  shareholders'  equity as of  September  30, 2005.
However,  both of these  holdings are  short-term:  the FMC bonds will mature on
February 1, 2006 and the GMAC bonds will mature on January 15, 2006.

     As of  September  30,  2005,  the  Company's  Jersey  based life  insurance
subsidiary,  LPAL,  owned 70% of the  Group's  $23.5  million in fixed  maturity
securities, 99% of the Group's $0.9 million in available-for-sale private equity
securities,  and none of the Group's  $73,000 in trading  securities.  LPAL is a
regulated insurance company, and as such it must meet stringent capital adequacy
requirements and it may not make any distributions without the consent of LPAL's
independent actuary. LPAL's investments are therefore not currently available to
fund the operations or commitments of the Company or its other subsidiaries.

     Fixed maturity securities  considered less than investment grade (excluding
split-rated securities) approximated 26.9% of total fixed maturity securities as
of  September  30,  2005.  On May 5, 2005,  one of the two major  credit  rating
agencies in the U.S.  downgraded the long-term credit ratings of FMC and GMAC to
less than  investment  grade.  On August 24, 2005, the other major credit rating
agency in the U.S.  downgraded the long-term  credit rating of GMAC to less than
investment  grade. As discussed above, the Group's FMC and GMAC holdings,  which
total $12.1 million in aggregate,  representing 51.3% of the Group's total fixed
maturity  securities as of September 30, 2005, will mature in early 2006. As the
Group intends to hold these securities to maturity,  the Group's management does
not  believe  that the  credit  rating  downgrades  will  adversely  impact  the
repayment of principal in full at maturity of these bonds.

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

     Net unrealized gains and (losses) on fixed maturity  securities  classified
as  available-for-sale  as of  September  30, 2005 and December 31, 2004 totaled
$39,000  and  $36,000,  respectively.  There  were no  related  deferred  policy
acquisition cost adjustments or income taxes.

     There were no unrealized gains or losses on equity securities classified as
available-for-sale as of September 30, 2005 and December 31, 2004.

     Changes in net unrealized gains and losses on available-for-sale securities
included in other  comprehensive  income for the period ended September 30, 2005
were as follows:
<TABLE>
<CAPTION>

                                                                                    Net Unrealized Gains (Losses)
                                                                                 ----------------------------------
                                                                                   Fixed
                                                                                  Maturity     Equity
                                                                                Securities   Securities     Total
                                                                                ----------   ----------   ---------
                                                                                           (In thousands)
<S>                                                                              <C>          <C>         <C>
Net unrealized gains on available-for-sale securities as of
   December 31, 2004.........................................................    $      36    $       -   $      36

Changes during the nine month period ended September 30, 2005:
   Unrealized holding gains and losses on available-for-sale securities......          (12)           -         (12)
   Reclassification adjustment for gains and losses included in net loss.....           15            -          15
                                                                                 ---------    ---------   ---------
Net unrealized gains on available-for-sale securities as of
   September 30, 2005........................................................        $  39        $   -       $  39
                                                                                 ---------    ---------   ---------
                                                                                 ---------    ---------   ---------
</TABLE>

                                       14
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Realized Gains and Losses

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

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
                                                                                     (In thousands)
Realized gains (losses) on securities transactions:

<S>                                                                  <C>         <C>          <C>         <C>
Equity securities, trading:
   Gross gains....................................................   $       -   $   5,053    $      22   $   8,220
   Gross losses...................................................           -        (266)         (65)       (266)
                                                                     ---------   ---------    ---------   ---------
Net realized gains (losses) on equity securities, trading.........           -       4,787          (43)      7,954
                                                                     ---------   ---------    ---------   ---------
Equity securities, available-for-sale:
   Gross gains....................................................           -           -            -         121
   Gross losses...................................................           -           -            -      (2,375)
                                                                     ---------   ---------    ---------   ---------
Net realized losses on equity securities, available-for-sale......           -           -            -      (2,254)
                                                                     ---------   ---------    ---------   ---------
Net realized investment gains (losses) on securities
   transactions...................................................   $       -   $   4,787    $    (43)   $   5,700
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>


Note 4.    Cash Held in Escrow

     Cash  held in  escrow  consists  of the  proceeds  from the sale of  London
Pacific Advisors ("LPA") to SunGard Business Systems Inc. ("SunGard") on June 5,
2003  which  were held back to cover any of the  Group's  indemnity  obligations
within the 18 month period  following the close of the  transaction.  Funds were
due to be released  with  accrued  interest in December  2004,  less any amounts
related  to  indemnification  matters  as  set  out  in the  sale  and  purchase
agreement.  The Company was made aware on March 8, 2005 of  SunGard's  complaint
with  respect to  alleged  losses in an amount  equal to at least  $7.2  million
resulting from,  among other things,  alleged  breaches of  representations  and
warranties contained in the sale and purchase agreement. SunGard is also seeking
indemnification  from the Company.  After  consultation with its legal advisors,
the Group's management  believes that this claim is without merit, and the Group
is  defending  the matter  vigorously.  See Part II, Item 1 "Legal  Proceedings"
below for further information. Due to this indemnification claim by SunGard, the
$1.0  million in cash held in escrow was not  released  to the Group in December
2004 as scheduled. The Company has not made any reserve against the $1.0 million
in escrow.

                                       15
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5.    Other Assets

     An analysis of other assets is as follows:
<TABLE>
<CAPTION>

                                                                                            September 30, December 31,
                                                                                                2005         2004
                                                                                              ---------   ---------
                                                                                              (In thousands)

<S>                                                                                           <C>         <C>
Property, equipment and leasehold improvements, net...............................            $      43   $      70
Prepayments.......................................................................                  128         422
Receivables:
   Fee income receivable..........................................................                   70         175
   Other receivables..............................................................                   20          24
                                                                                              ---------   ---------
Total other assets................................................................            $     261   $     691
                                                                                              ---------   ---------
                                                                                              ---------   ---------
</TABLE>


Note 6.  Commitments and Contingencies

     As  previously  disclosed  in the  Company's  2002,  2003 and 2004  audited
consolidated financial statements,  and notes thereto, included in the Company's
Annual  Report  on Form  10-K for each of those  years,  the  Company's  primary
insurance  company,  London Pacific Life & Annuity Company  ("LPLA"),  in August
2002 was placed  under  regulatory  control and  rehabilitation  based on LPLA's
statutory  capital and  surplus as of June 30,  2002.  On July 9, 2004,  a court
order was issued  approving a plan of  liquidation  for LPLA and also  approving
exchange  agreements  which give  policyholders  the option of exchanging  their
existing policies for new policies in another insurance  company.  In the course
of the administration of LPLA in rehabilitation, during November 2002, the North
Carolina   Department  of  Insurance   ("NCDOI")   requested  from  the  Company
information  concerning  the  history  of a  limited  number of  investments  in
securities  of  portfolio  companies.  These  portfolio  investments  have  been
associated  with  LPLA for more  than  seven  years,  and  involve  intercompany
transfers. The history of their investment performance and ownership is complex.
The Company has complied  with these  requests.  The Company is not able at this
time to predict what  conclusions the NCDOI will reach after  evaluation of this
information.

     As discussed  above in Note 4 "Cash Held in Escrow," on March 8, 2005,  the
Company was made aware of a complaint  filed by SunGard and SunGard's  claim for
indemnification  with  respect to alleged  losses in an amount equal to at least
$7.2  million   resulting  from,   among  other  things,   alleged  breaches  of
representations  and  warranties  contained in the sale and purchase  agreement.
After consultation with its legal advisors, the Group's management believes that
this claim is without merit,  and the Group is defending the matter  vigorously.
As such,  no provision  for this  contingent  liability has been included in the
Group's financial  statements as of September 30, 2005, nor has the Company made
any reserve against the $1.0 million held in escrow.  See Part II, Item 1 "Legal
Proceedings" below for further information.

Guarantees

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

     Under its Memorandum and Articles of Association, the Company has agreed to
indemnify its officers and directors for certain events or  occurrences  arising
as a result of the officer or  director  serving in such  capacity.  The maximum
potential amount of future payments the Company  could be required to make under

                                       16
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, 2005.

     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.
Accordingly,  the Company has no liabilities recorded for these agreements as of
September 30, 2005.


Note 7.   Business Segment and Geographical Information

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

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

     Summary  revenue and  investment  gain  (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,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
                                                                                     (In thousands)

<S>                                                                  <C>         <C>          <C>         <C>
Jersey............................................................   $     295   $  (2,413)   $     926   $  (5,157)
Guernsey..........................................................          31        (192)          77        (720)
United States.....................................................         179         107          578         439
                                                                     ---------   ---------    ---------   ---------
Consolidated revenues and net investment gains and
   losses.........................................................   $     505   $  (2,498)   $   1,581   $  (5,438)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>

                                       17
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Revenues  and income  (loss)  before  income tax expense for the  Company's
reportable  operating  segments,   based  on  management's   internal  reporting
structure, were as follows:

<TABLE>
<CAPTION>

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
                                                                                     (In thousands)
Revenues and net investment gains and losses:
<S>                                                                  <C>         <C>          <C>         <C>
Life insurance and annuities .....................................   $     293   $  (2,426)   $     906   $  (5,182)
Venture capital and consulting ...................................         117        (103)         404        (339)
                                                                     ---------   ---------    ---------   ---------
                                                                           410      (2,529)       1,310      (5,521)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................          95          31          271          83
                                                                     ---------   ---------    ---------   ---------
Consolidated revenues and net investment gains
   and losses.....................................................   $     505   $  (2,498)   $   1,581   $  (5,438)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------

Loss before income tax expense:
Life insurance and annuities .....................................   $     (65)  $  (2,988)   $    (610)  $  (6,952)
Venture capital and consulting ...................................        (151)       (380)        (341)     (1,264)
                                                                     ---------   ---------    ---------   ---------
                                                                          (216)     (3,368)        (951)     (8,216)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income ....................................          95          31          271          83
Corporate expenses ...............................................        (577)       (576)      (1,846)     (1,985)
Interest expense..................................................           -           -           (3)          -
                                                                     ---------   ---------    ---------   ---------
Consolidated loss before income tax expense.......................   $    (698)  $  (3,913)   $  (2,529)  $ (10,118)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>

                                       18
<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, 2004  audited  consolidated  financial
statements,  and the notes  thereto,  included in our 2004 Annual Report on Form
10-K filed with the SEC on March 23, 2005. 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) the risks described in Item 3 "Quantitative  and Qualitative
Disclosures  About Market Risk," (ii)  variations in demand for our products and
services,  (iii) the success of our new products and services,  (iv) significant
changes in net cash flows in or out of our businesses,  (v)  fluctuations in the
performance of debt and equity markets worldwide,  (vi) the enactment of adverse
state,  federal  or  foreign  regulation  or  changes  in  government  policy or
regulation (including accounting standards) affecting our operations,  (vii) the
effect of  economic  conditions  and  interest  rates in the U.S.,  the U.K.  or
internationally,  (viii)  the  ability of our  subsidiaries  to compete in their
respective businesses, (ix) our ability to attract and retain key personnel, and
(x) actions by governmental authorities that regulate our businesses,  including
insurance commissions.



                                       19
<PAGE>




RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Life Insurance and Annuities

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

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
                                                                                     (In thousands)
Revenues and net investment gains (losses):
<S>                                                                  <C>         <C>          <C>         <C>
Investment income.................................................   $     292   $     311    $     927   $     964
Insurance policy charges..........................................           1           -            4           3
Net realized investment gains (losses)............................           -       3,434          (43)      2,273
Change in net unrealized investment gains and losses on
   trading securities.............................................           -      (6,171)          18      (8,422)
                                                                     ---------   ---------    ---------   ---------
Total revenues and net investment gains (losses)..................         293       2,426          906      (5,182)

Expenses:
Amounts credited on insurance policyholder accounts...............         222         326          779       1,043
General and administrative expenses...............................         136         236          737         727
                                                                     ---------   ---------    ---------   ---------
Total expenses....................................................         358         562        1,516       1,770
                                                                     ---------   ---------    ---------   ---------
Loss before income tax expense....................................   $     (65)  $  (2,988)   $    (610)  $  (6,952)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>

     As previously  disclosed in our 2002,  2003 and 2004 Annual Reports on Form
10-K,  during  2002,  our primary  insurance  company,  LPLA,  was placed  under
regulatory  control and  rehabilitation  based on LPLA's  statutory  capital and
surplus as of June 30, 2002. On July 2, 2002, we announced that further declines
in the value of LPLA's investment  portfolio,  due to persistent negative events
in the equity and bond markets,  continued to erode  significantly the statutory
capital of LPLA and that we were  unsuccessful  in concluding a  transaction  to
enhance the capital of LPLA. As a consequence, LPLA discontinued the issuance of
new policies as of July 2, 2002.  Although the  statutory  capital of our Jersey
insurance  subsidiary,  LPAL,  was not  affected by the adverse  equity and bond
markets to the same extent as the statutory  capital of LPLA, we also  announced
on July 2, 2002 that LPAL  would  discontinue  writing  new  policies  effective
immediately.  The decision to discontinue  the issuance of new policies  through
LPAL was made to avoid the increased capital  requirements created by additional
policyholder   liabilities.   Subsequent   to  this   announcement   and   other
announcements relating to the Company and LPLA, LPAL policy surrenders increased
substantially.  Approximately  89% of  LPAL's  $140.2  million  in  policyholder
liabilities  as of June 30,  2002 have been  surrendered  or have  matured as of
September 30, 2005. Policyholder liabilities as of September 30, 2005 were $15.3
million.

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

Third quarter of 2005 compared to third quarter of 2004

     In the third quarter of 2005,  LPAL  contributed a loss before income taxes
of $0.1 million to our overall loss before income  taxes,  compared to a loss of
$3.0  million in the third  quarter of 2004.  There were no realized  investment
gains or losses in the third quarter of 2005  compared to net realized  gains of
$3.4 million in the third quarter of 2004.  There were no unrealized  investment
gains or losses in the third quarter of 2005,  compared to a net unrealized loss
of $6.2 million in the third quarter of 2004. In the third quarter of 2005,  the
spread between investment income and amounts credited to policyholders increased
by $0.1  million;  and general and  administrative  expenses  decreased  by $0.1
million, each as compared to the third quarter of 2004.

                                       20
<PAGE>

     LPAL did not  generate  any  premiums  during the third  quarter of 2005 or
2004. LPAL discontinued  selling new policies on July 2, 2002 as a result of the
events described above.

     The spread between  investment income and amounts credited to policyholders
improved during the third quarter of 2005 compared to the third quarter of 2004,
from negative  $15,000 to positive  $70,000.  Interest  credited on policyholder
accounts  decreased  by $104,000 to $0.2  million in the third  quarter of 2005,
compared  with the third  quarter of 2004.  This  decrease was  primarily due to
policy  maturities since the third quarter of 2004. The average rate credited to
policyholders  was 5.5% during the third quarter of 2005,  the same average rate
credited  during  the third  quarter  of 2004.  Interest  income on  investments
remained  level at $0.3  million in the third  quarter of 2005,  compared to the
third quarter of 2004. The level of corporate  bonds held by LPAL decreased from
$20.2  million at September  30, 2004 to $16.5  million at  September  30, 2005,
primarily due to bond maturities which matched policy maturities.  LPAL sold the
remainder of its $10.3 million of listed equity securities held at June 30, 2004
by the end of the first quarter of 2005, and has reinvested most of the proceeds
in corporate bonds.

     As mentioned above,  there were no realized or unrealized  investment gains
or losses  during the third  quarter of 2005,  compared  with net  realized  and
unrealized  investment  losses of $2.7 million during the third quarter of 2004.
During 2004, LPAL held significant levels of listed equity  securities,  causing
LPAL's results to be impacted by equity market  volatility.  As discussed above,
LPAL no longer holds these listed equity securities,  and as such, LPAL's equity
market risk has been reduced significantly.

     Total invested assets  decreased to $26.5 million as of September 30, 2005,
compared  with $28.6 million as of June 30, 2005  primarily due to  policyholder
benefits paid of $1.9 million during the third quarter of 2005. On total average
invested assets in the third quarter of 2005, the average annualized net return,
including both realized and unrealized  investment  gains and losses,  was 4.3%,
compared with -28.3% in the third quarter of 2004.

     Policyholder  liabilities  as of September  30, 2005 were $15.3  million of
which $1.7 million is scheduled to mature during the  remaining  three months of
2005.  The  maturity  profile  of  LPAL's  corporate  bond  portfolio  has  been
structured to match  approximately  the maturity profile of LPAL's policies.  In
the absence of significant  redemptions,  policyholder liabilities are projected
to be approximately $13.7 million at the end of 2005.

     General  and  administrative  expenses  for the third  quarter of 2005 were
$136,000,  compared  with  $236,000  for the third  quarter  of 2004.  This $0.1
million  decrease was  primarily  due to lower staff costs,  resulting  from the
reduction in staff in January 2005.

First nine months of 2005 compared to first nine months of 2004

     In the first nine months of 2005,  LPAL  contributed  a loss before  income
taxes of $0.6 million to our overall  loss before  income  taxes,  compared to a
loss before  income taxes of $7.0 million in the first nine months of 2004.  Net
realized  investment  losses in the  first  nine  months  of 2005  were  $43,000
compared  to net  realized  investment  gains of $2.3  million in the first nine
months of 2004. The gain from the change in net unrealized  investment gains and
losses was $18,000 in the first nine months of 2005,  compared to a loss of $8.4
million in the first nine months of 2004. In the first nine months of 2005,  the
spread between investment income and amounts credited to policyholders increased
by $0.2 million;  and general and administrative  expenses remained flat at $0.7
million, each as compared to the first nine months of 2004.

     LPAL did not generate any premiums  during the first nine months of 2005 or
2004. LPAL discontinued  selling new policies on July 2, 2002 as a result of the
events described above.

     The spread between  investment income and amounts credited to policyholders
improved  during the first nine months of 2005 compared to the first nine months
of 2004,  from  negative  $79,000 to  positive  $148,000.  Interest  credited on
policyholder  accounts  decreased  by $264,000 to $0.8 million in the first nine
months of 2005,  compared with the first nine months of 2004.  This decrease was
primarily due to policy  maturities  since the end of the third quarter of 2004.
The average rate credited to policyholders was 5.7% during the first nine months
of 2005,  compared  with 5.5%  during  the first nine  months of 2004.  Interest
income on  investments

                                       21
<PAGE>


decreased by $37,000 to $0.9 million in the first nine months of 2005,  compared
to the first nine months of 2004.

     Net  investment  losses  totaled  $25,000 in the first nine months of 2005,
compared with net investment  losses of $6.1 million in the first nine months of
2004.  During 2004, LPAL held  significant  levels of listed equity  securities,
causing LPAL's results to be impacted by equity market volatility. By the end of
January 2005, LPAL sold all of its listed equity  securities and as such, LPAL's
equity market risk has been reduced significantly.

     Total invested assets  decreased to $26.5 million as of September 30, 2005,
compared  with  $33.1  million  as  of  December  31,  2004   primarily  due  to
policyholder benefits paid of $5.2 million during the first nine months of 2005.
On total average  invested  assets in the first nine months of 2005, the average
annualized net return,  including both realized and unrealized  investment gains
and losses, was 4.1%, compared with -17.8% in the first nine months of 2004.

     Policyholder  liabilities  as of September  30, 2005 were $15.3  million of
which $1.7 million is scheduled to mature during the  remaining  three months of
2005.  The  maturity  profile  of  LPAL's  corporate  bond  portfolio  has  been
structured to match  approximately  the maturity profile of LPAL's policies.  In
the absence of significant  redemptions,  policyholder liabilities are projected
to be approximately $13.7 million at the end of 2005.

     Included in general and  administrative  expenses for the first nine months
of 2005 are $293,000 of employee  severance  costs. In order to reduce operating
costs and to conserve  cash,  and in light of the decrease in the size of LPAL's
operations,  LPAL reduced its staff in January  2005.  Excluding the $293,000 of
employee severance costs, general and administrative expenses for the first nine
months of 2005 were $0.4  million,  compared to $0.7  million for the first nine
months of 2004. This decrease was primarily due to lower staff costs.

Venture Capital and Consulting

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

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                     ---------------------    ---------------------
                                                                       2005        2004         2005        2004
                                                                     ---------   ---------    ---------   ---------
                                                                                     (In thousands)
Revenues and net investment gains (losses):
<S>                                                                   <C>         <C>          <C>         <C>
Consulting fees...................................................    $    101    $    130     $    416    $    310
Net realized investment gains ....................................           -         237            -       2,010
Change in net unrealized investment gains and losses on
   trading securities.............................................          16        (470)         (12)     (2,659)
                                                                     ---------   ---------    ---------   ---------
Total revenues and net investment gains (losses)..................         117        (103)         404        (339)

Operating expenses................................................         268         277          745         925
                                                                     ---------   ---------    ---------   ---------
Loss before income tax expense....................................    $   (151)   $   (380)    $   (341)   $ (1,264)
                                                                     ---------   ---------    ---------   ---------
                                                                     ---------   ---------    ---------   ---------
</TABLE>

Third quarter of 2005 compared to third quarter of 2004

     In the third quarter of 2005, the venture  capital and  consulting  segment
contributed  a loss before  income  taxes of $151,000 to our overall loss before
income  taxes,  compared to a loss before  income taxes of $380,000 in the third
quarter of 2004.  The results for the third quarter of 2004 were impacted by the
$0.2 million in net realized and unrealized  investment  losses on listed equity
securities.  These positions in listed equity securities resulted from privately
held technology  companies,  in which the venture capital and consulting segment
had an equity interest, completing initial public offerings or being acquired by
publicly traded

                                       22
<PAGE>

companies  in  stock-for-stock   acquisitions.   Most  of  these  listed  equity
securities were sold during 2004, thereby significantly  reducing this segment's
equity market risk, and resulting volatility in earnings, in 2005.

     The venture  capital  and  consulting  segment  earned  consulting  fees of
$101,000  during the third  quarter of 2005  compared  to  $130,000 in the third
quarter  of 2004,  by  advising  a small  number  of North  American  technology
companies that are looking to grow their  businesses or to expand their investor
base  overseas,  primarily  in  Europe  and  Japan.  BICC  advises  on  overseas
operations,  assists in locating partners, customers and investment capital, and
occasionally will take principal  positions where the case is compelling and the
timeframe for realization  could be relatively  short.  Typically,  BICC seeks a
retainer (monthly or upfront depending on the nature of the assignment) from its
North  American  technology  company  clients  for its  consulting  work,  and a
"success fee" upon the successful completion of its assignment.

     Operating  expenses  in the third  quarter  of 2005  remained  flat at $0.3
million, compared to the third quarter of 2004.

First nine months of 2005 compared to first nine months of 2004

     In the first  nine  months of 2005,  the  venture  capital  and  consulting
segment  contributed  a loss before  income taxes of $0.3 million to our overall
loss before income taxes, compared to a loss before income taxes of $1.3 million
in the first nine months of 2004.  The loss in the first nine months of 2005 was
attributable  primarily to an excess of operating  expenses over  consulting fee
income. The results in the first nine months of 2004 were attributable partially
to net realized and unrealized  investment losses on listed equity securities of
$0.6 million and partially to an excess of operating  expenses  over  consulting
fee income.

     The venture capital and consulting  segment earned  consulting fees of $0.4
million during the first nine months of 2005 compared to $0.3 million during the
first nine months of 2004, reflecting the addition of several new clients during
2005.

     Operating  expenses  in the first  nine  months of 2005 were $0.7  million,
compared  to $0.9  million in the first nine  months of 2004.  The $0.2  million
decrease reflects the Group's overall efforts to reduce operating costs.

Corporate and Other

Third quarter of 2005 compared to third quarter of 2004

     Corporate  expenses  remained  flat at $0.6 million in the third quarter of
2005,  compared to the third  quarter of 2004.  This was due  primarily to lower
staff costs,  shareholder reporting costs and corporate insurance expense, which
were offset by legal expenses  related to the SunGard matter as described  below
in Part II, Item 1 "Legal Proceedings."

First nine months of 2005 compared to first nine months of 2004

     Corporate  expenses  decreased by $0.1 million to $1.8 million in the first
nine months of 2005,  compared to the first nine months of 2004.  This  decrease
was due primarily to lower staff costs,  corporate insurance costs,  shareholder
reporting  costs and facilities  expense,  which were partially  offset by legal
expenses  related to the SunGard  matter as described  below in Part II, Item 1,
"Legal Proceedings."

     Interest  income  (excluding  the life  insurance  and  annuities  segment)
increased  by $0.2  million to $0.3  million  in the first nine  months of 2005,
compared to the first nine months of 2004. We have improved the yields earned on
our liquid assets by investing in short-term  corporate debt and U.S. government
agency securities. In addition,  short-term U.S. dollar interest rates increased
during the first nine months of 2005,  compared to 2004,  thereby increasing the
earnings on our money market mutual fund investments and bank deposits.

                                       23
<PAGE>


Consolidated Loss Before Income Tax Expense

Third quarter of 2005 compared to third quarter of 2004

     Our  consolidated  loss before  income tax expense was $0.7  million in the
third  quarter of 2005,  compared  to a loss  before  income tax expense of $3.9
million in the third quarter of 2004. This lower loss was attributable primarily
to net realized and unrealized  investment gains in the third quarter of 2005 of
$16,000, compared to $3.0 million in losses in the third quarter of 2004.

     Due to the sales of almost all of our listed equity  securities during 2004
and the first  quarter  of 2005,  our  results  will no longer be  significantly
impacted by equity market volatility.

     Subsequent  to the  completion  of the  sales of our asset  management  and
financial advisory services  businesses during 2003, we now focus on our venture
capital and consulting business. We continue to pursue opportunities to grow the
business  in the  future,  however,  there  is no  guarantee  that  we  will  be
successful in redeveloping our venture capital and consulting operations.

First nine months of 2005 compared to first nine months of 2004

     Our  consolidated  loss before  income tax expense was $2.5  million in the
first nine months of 2005, compared to a loss of $10.4 million in the first nine
months of 2004. This lower loss was due primarily to net realized and unrealized
investment  losses of $37,000 in the first nine months of 2005,  compared to net
realized  and  unrealized  investment  losses of $6.8  million in the first nine
months of 2004.

Income Taxes

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

Third quarter of 2005 compared to third quarter of 2004

     We had no tax expense and recorded no tax benefits in the third  quarter of
2005,  though we had a $0.7  million loss before  income  taxes.  Although  $0.3
million of losses were contributed by our Jersey and Guernsey  operations during
the third  quarter of 2005,  we did not  recognize  any tax  benefits due to the
uncertainty  surrounding  their recovery  before expiry.  Losses of $0.4 million
were contributed by our U.S. subsidiaries during the period; 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.

First nine months of 2005 compared to first nine months of 2004

     The $0.3  million tax expense for the first nine months of 2004  relates to
our additional California tax liability for tax years 1998 and 1999. We recorded
only $5,000 of tax expense in the first nine months of 2005,  related to minimum
California  taxes.  While losses of $1.4 million were  contributed by our Jersey
and Guernsey operations during the period, we did not recognize any tax benefits
due to the uncertainty  surrounding their recovery before expiry. Losses of $1.0
million were contributed by our U.S. subsidiaries during the period; 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

                                       24
<PAGE>


uncertain.  These most critical  accounting policies pertain to our investments,
life insurance  policy  liabilities and contingent  liabilities.  These critical
accounting policies are described below.

Determination of Fair Values of Investments

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

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

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

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

Other-than-temporary Impairments

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

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

     In  relation  to  our  equity   securities  that  do  not  have  a  readily
determinable  fair value and are  classified as  available-for-sale,  factors we
consider in  impairment  reviews  include:  (i) the length of time and extent to
which

                                       25
<PAGE>


estimated fair values have been below cost and the reasons for the decline, (ii)
the investee's recent financial  performance and condition,  earnings trends and
future prospects, (iii) the market condition of either the investee's geographic
area or industry as a whole, and (iv) concerns  regarding the investee's ability
to continue  as a going  concern  (such as the  inability  to obtain  additional
financing).   If  the  evidence  supports  that  a  decline  in  fair  value  is
other-than-temporary,  then the  investment  is  reduced to its  estimated  fair
value,  which  becomes its new cost basis,  and a realized  loss is reflected in
earnings.

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

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

Life Insurance Policy Liabilities

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


LIQUIDITY AND CAPITAL RESOURCES

     Our cash and cash  equivalents  decreased  during the first nine  months of
2005 by $9.6 million to $9.9 million. This decrease in cash and cash equivalents
primarily resulted from $5.2 million, $4.0 million and $0.1 million of cash used
in  financing   activities,   investing  activities  and  operating  activities,
respectively.   Cash  used  in   financing   activities   related  to  insurance
policyholder  benefits paid by LPAL. Cash used in investing activities primarily
related to the  purchase  of fixed  maturity  securities  by the Group and LPAL,
partially  offset by the maturity of fixed maturity  securities held by LPAL and
the Group. Cash used in operating  activities  primarily  resulted from the $2.5
million  operating loss for the first nine months of 2005,  partially  offset by
the sale of trading  securities.  As of September  30,  2005,  our cash and cash
equivalents,  excluding  the amount held by LPAL,  amounted to $1.2  million,  a
decrease of $8.6 million from  December 31, 2004.  We purchased  $8.5 million in
corporate bonds and U.S.  government  agency securities during the first quarter
of 2005 in order to  increase  our  yields  on our  liquid  resources.  Of these
securities,  $1.4 million  matured during the first nine months of 2005, and all
of the remaining securities will mature on or before February 1, 2006.

     Shareholders' equity decreased during the first nine months of 2005 by $2.6
million from $22.9  million at December  31, 2004 to $20.3  million at September
30, 2005,  primarily due to the net loss for the period of $2.5  million.  As of
September  30, 2005 and  December  31, 2004,  $62.6  million and $63.6  million,
respectively,  of our Ordinary  Shares,  at cost,  held by the employee  benefit
trusts have been netted against shareholders' equity.

                                       26
<PAGE>

     As discussed  above in "Results of  Operations  by Business  Segment - Life
Insurance and Annuities," LPAL  discontinued  issuing new policies in July 2002.
During the first nine months of 2005,  LPAL  continued  to service its  existing
policyholders.  During this period,  policy surrenders  totaled $0.2 million and
policy  maturities  totaled $5.0 million.  Policyholder  liabilities  were $15.3
million as of September  30, 2005,  compared to $21.2 million as of December 31,
2004. We do not expect significant surrender activity during the remaining three
months of 2005; however,  approximately $1.7 million of policyholder liabilities
are scheduled to mature during this period. LPAL has sufficient liquid resources
to fund  these  maturities.  As of  September  30,  2005,  LPAL had cash of $8.7
million,  accrued  interest  receivable of $0.5 million and  corporate  bonds of
$16.5 million.

     In prior  periods,  LPAL held listed equity  securities at levels such that
fluctuations  in the market value of these listed equity  securities  could have
had a significant  impact on LPAL's statutory capital level.  Following the sale
of LPAL's  remaining  Packeteer,  Inc. common stock holding during 2004, and the
sale of LPAL's remaining $0.5 million of listed equity holdings in January 2005,
fluctuations in the market value of LPAL's  remaining  listed equity  securities
will no longer have an impact on LPAL's required statutory capital level.

     As of September 30, 2005, 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, 2005, we had $1.2 million of cash and cash  equivalents
and $7.1 million in short-term bonds,  excluding cash and bonds held by our life
insurance and annuities segment.  We believe that this cash balance and the bond
maturity  proceeds are  sufficient to fund our operations  (venture  capital and
corporate  activities)  over at least the next 12 months.  As discussed below in
Part  II,  Item  1  "Legal  Proceedings,"  we  are  involved  in  certain  legal
proceedings for which we have incurred and will incur  attorneys' fees and other
costs. The amount of such future fees and costs is currently unknown,  though we
believe that our cash and liquid  resources are sufficient to cover these costs,
in addition to our normal operating expenses, over at least the next 12 months.

     As of  September  30,  2005,  we had $1.0  million  of cash  held in escrow
related to our sale of LPA to SunGard as discussed above in Note 4 "Cash Held in
Escrow." Due to the legal  proceedings  described  below in Part II, Item 1, the
release  of the  escrow  amount  is  currently  uncertain.  We have not made any
reserve against this $1.0 million held in escrow.

     In order to reduce  operating  costs and to conserve  cash, and in light of
the decrease in the size and complexity of our continuing operations, we reduced
staffing levels in early 2005. Due to employee  severance  costs,  the impact of
these staff cost  reductions will not be fully realized on an annual basis until
2006. In addition,  we have  implemented  or are in the process of  implementing
other cost reductions.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

     For LPAL's business,  the amount of policyholder  liabilities is unaffected
by  changes in  interest  rates.  Given the  existing  policy and bond  maturity
profiles,  and that bonds will  generally  be held to maturity  and early policy
redemptions  are protected by a market value  adjustment and surrender  penalty,
the bonds and policies carry minimal interest rate risk.  Interest income earned
on excess cash in LPAL is expected  to yield less than $0.3  million  during the
full year 2005,  therefore  movements in market interest rates should not have a
material impact on our consolidated results.

                                       27
<PAGE>
Equity Price Risk

     We are  exposed  to equity  price  risk on our  holdings  of listed  equity
securities. Changes in the level or volatility of equity prices affect the value
of our listed  equity  securities.  These  changes in turn  directly  affect our
consolidated net income (loss) because our holdings of listed equity  securities
are marked to market,  with  changes in their  market  value  recognized  in the
statement of operations for the period in which the changes occur.  These listed
equity  securities  represent  investments  that were originally made as private
equity investments in high technology  companies that subsequently  completed an
initial public offering.  The performance of these listed equity  securities can
be highly volatile; however, we monitor them and seek to sell them over a period
of time.

     Prior to September  30, 2004,  we held levels of listed  equity  securities
which exposed us to  significant  equity price risk and resulting  volatility in
our  reported  earnings.  Subsequent  to the sale of our  remaining  holding  in
Packeteer,  Inc.  common  stock on September  30, 2004,  the market value of our
listed equity  trading  portfolio was only $0.6 million as of December 31, 2004.
During  January  2005,  we sold  all  but  $0.1  million  of the  listed  equity
securities  held as of December 31, 2004. At this level, we have greatly reduced
equity price risk and  fluctuations in the market value of our remaining  listed
equity  securities  should not have a material  impact on our earnings in future
periods.

     As of September 30, 2005, we held $0.8 million in private  corporate equity
securities  of  technology  companies  for which  liquid  markets  do not exist.
Private equity prices do not fluctuate directly with public equity markets,  but
significant  market  movements  may  trigger a review  for  other-than-temporary
adjustment of the carrying  values of our private equity  securities.  The risks
inherent in these private equity  investments  relate primarily to the viability
of the  investee  companies.  We try to mitigate  these  risks in various  ways,
including performing extensive due diligence prior to making an investment,  and
regularly reviewing the progress of the investee companies.


Item 4.   CONTROLS AND PROCEDURES

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

     As of the end of the period covered by this quarterly  report on Form 10-Q,
we carried out an evaluation,  under the supervision and with the  participation
of our  management,  including our chief  executive  officer and chief financial
officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures.  Based on such evaluation,  our chief executive officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  were  effective as of the end of the period covered by the quarterly
report on Form 10-Q.

     There were no changes in our internal  controls  over  financial  reporting
during the quarter ended  September 30, 2005 that materially  affected,  or that
could reasonably likely materially  affect, our internal controls over financial
reporting.


                                       28
<PAGE>


                           PART II - OTHER INFORMATION


Item 1.    LEGAL PROCEEDINGS

     On March 8,  2005,  we were  made  aware of a  complaint  filed by  SunGard
Business  Systems Inc.  ("SunGard")  on February  17, 2005 in the U.S.  District
Court in  Philadelphia.  The Company and certain of its  subsidiaries  are named
parties.  SunGard's complaint alleges losses in an amount equal to at least $7.2
million and a claim for  indemnification  resulting  from,  among other  things,
alleged  breaches of  representations  and warranties  contained in the sale and
purchase  agreement of our financial  advisory  services  business  dated May 9,
2003. After consultation with our legal advisors,  we believe that this claim is
without merit,  and we are defending the matter  vigorously.  As such, we do not
believe that any provision in our financial statements is warranted.

     On April 27, 2005, we filed a complaint  against SunGard and certain of its
affiliates in California  Superior Court in San Francisco ("the Court") accusing
SunGard of, among other  things,  wrongful  conduct and seeking  payment of $1.0
million of the initial purchase consideration from the sale transaction which is
currently held in an escrow  account,  up to $8.0 million in additional  earnout
payments,  and further damages for SunGard's prior wrongful actions. We are also
asking the Court to award us compensatory,  exemplary and punitive  damages.  On
the same date, we filed in the U.S.  District Court in  Philadelphia a motion to
dismiss,  for lack of subject matter  jurisdiction,  SunGard's complaint against
us.

     On May 11, 2005, we became aware that SunGard had voluntarily dismissed its
federal  action and filed a new complaint in the court of Common Pleas,  Chester
County, Pennsylvania.  This latter complaint alleges essentially the same claims
against the same parties in SunGard's now dismissed federal action.

     On June 3,  2005,  SunGard  filed a motion  seeking  to dismiss or stay our
California Superior Court action on jurisdictional grounds. On June 10, 2005, we
filed a petition to dismiss  SunGard's  complaint in the Pennsylvania  court. On
July 26, 2005, the California  court denied  SunGard's motion to dismiss or stay
our California action against SunGard.  On August 25, 2005, SunGard appealed the
aforementioned decision. SunGard's appeal was summarily denied by the California
court of appeals on September  22, 2005.  On October 12, 2005,  SunGard  filed a
Demurrer  (a plea for the  dismissal  of the  action for  insufficiency)  in the
California action, with oral argument scheduled for November 16, 2005.

     Costs  relating to the above  matters are  recognized  in our  statement of
operations as they are incurred.


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

     On August 10, 2005, we held our annual general meeting of the  shareholders
where the following matters were submitted to a vote and approved:

     (1)  To receive the report of the directors  and the  financial  statements
          for the year ended December 31, 2004,  together with the report of the
          independent auditors thereon; votes received for: 37,630,242, against:
          47,140. There were 28,364 abstentions.

     (2)  For the re-election of one director,  Victor A. Hebert: votes received
          for:  37,498,566,  against:  162,550.  There were 44,630  abstentions.
          Directors  whose  term of  office  continued,  and who were not up for
          re-election  at this annual  general  meeting,  include Mr.  Arthur I.
          Trueger, Mr. Harold E. Hughes, Jr. and The Viscount Trenchard.

     (3)  To  re-appoint  BDO  Stoy  Hayward,   LLP  and  BDO  Seidman,  LLP  as
          independent  auditors of the Company and to authorize the directors to
          fix their  remuneration;  votes  received  for:  37,550,902,  against:
          81,304. There were 73,540 abstentions.

                                       29
<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  Chief  Financial  Officer pursuant
            to 18 U.S.C. Section  1350,  as adopted   pursuant  to  Section  302
            of  the Sarbanes-Oxley Act of 2002.

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

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


                                       30
<PAGE>
                                    SIGNATURE


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



                                  BERKELEY TECHNOLOGY LIMITED
                                  (Registrant)

Date:  November 14, 2005          By:    /s/  Ian K. Whitehead

                                  Ian K. Whitehead
                                  Chief Financial Officer

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


                                       31
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

               EXHIBIT INDEX FOR THE QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2005

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

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

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

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

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


                                       32