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 March 31, 2009

                                       OR

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


                         Commission file number 0-21874

                           Berkeley Technology Limited

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


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

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

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


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

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


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

    As of May 15, 2009,  the  registrant  had  outstanding  64,439,073  Ordinary
Shares, par value $0.05 per share.
<PAGE>


                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                                             Page
Item 1.    Financial Statements:

<S>                                                                                                            <C>
           Unaudited Condensed Consolidated Balance Sheets as of March 31, 2009 and
               December 31, 2008............................................................................    3

           Unaudited Condensed Consolidated Statements of Operations for the three months
               ended March 31, 2009 and 2008................................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the three months
               ended March 31, 2009 and 2008................................................................    5

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the three months
               ended March 31, 2009.........................................................................    6

           Unaudited Consolidated Statements of Comprehensive Income for the three months
               ended March 31, 2009 and 2008................................................................    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.......................................   25

Item 4.    Controls and Procedures..........................................................................   25


                                     PART II

                                OTHER INFORMATION

Item 1A.   Risk Factors.....................................................................................   26

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

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


</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>
                                                                                       March 31,       December 31,
                                                                                         2009              2008
                                                                                     ------------      ------------
                                            ASSETS
Current assets:
<S>                                                                                  <C>               <C>
   Cash and cash equivalents......................................................   $     13,001      $     13,681
   Accounts receivable, less allowances of $0 as of March 31, 2009
       and December 31, 2008......................................................            148               222
   Interest receivable............................................................              2                 1
   Prepaid expenses and deposits..................................................             93               147
                                                                                     ------------      ------------
Total current assets..............................................................         13,244            14,051

Private equity investments (at lower of cost or estimated fair value).............          1,284 (1)         1,484
Property and equipment, net of accumulated depreciation of $179 and $177
   as of March 31, 2009 and December 31, 2008, respectively.......................              8                 9
                                                                                     ------------      ------------
Total assets......................................................................   $     14,536      $     15,544
                                                                                     ------------      ------------
                                                                                     ------------      ------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses..........................................   $        460      $        459
   Policyholder liabilities (due in less than one year)...........................             44               106
                                                                                     ------------      ------------
Total current liabilities.........................................................            504               565
                                                                                     ------------      ------------


Commitments and contingencies (Note 7)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of March 31, 2009
   and December 31, 2008..........................................................          3,222             3,222
Additional paid-in capital........................................................         67,879            67,860
Retained earnings.................................................................          5,928             6,894
Employee benefit trusts, at cost (13,522,381 shares as of
   March 31, 2009 and December 31, 2008)..........................................        (62,598)          (62,598)
Accumulated other comprehensive loss..............................................           (399)             (399)
                                                                                     ------------      ------------
Total shareholders' equity........................................................         14,032            14,979
                                                                                     ------------      ------------
Total liabilities and shareholders' equity........................................   $     14,536      $     15,544
                                                                                     ------------      ------------
                                                                                     ------------      ------------

<FN>
(1) The  Company's  insurance  subsidiary,   London  Pacific  Assurance  Limited ("LPAL"), holds $11,716 of the Group's
    $13,001 in cash and cash equivalents and $1,144 of the Group's  $1,284 in private  equity  investments  which are
    only available  currently to fund the operations or commitments of LPAL, and not to the parent company or any of
    the other  subsidiaries,  except for $5 million in cash which was distributed by LPAL to the Company in April 2009.
</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
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------

Revenues:
<S>                                                                                  <C>               <C>
Consulting fee income.............................................................   $         97      $        114
Interest income...................................................................              7               121
Realized investment gains (losses)................................................           (200)              270
                                                                                     ------------      ------------
                                                                                              (96)              505
Expenses:
Operating expenses................................................................            867               950
Amounts credited on insurance policyholder accounts...............................              1                 1
                                                                                     ------------      ------------
                                                                                              868               951
                                                                                     ------------      ------------
Loss before income tax expense....................................................           (964)             (446)

Income tax expense................................................................              2                 2
                                                                                     ------------      ------------
Net loss..........................................................................   $       (966)     $       (448)
                                                                                     ------------      ------------
                                                                                     ------------      ------------




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

Basic and diluted loss per ADS....................................................   $      (0.19)     $      (0.09)
                                                                                     ------------      ------------
                                                                                     ------------      ------------

</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>
                                                                                           Three Months Ended
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------

<S>                                                                                  <C>               <C>
Net cash used in operating activities.............................................   $       (616)     $       (712)


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

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................            (63)                -
                                                                                     ------------      ------------
Net cash used in financing activities.............................................            (63)                -
                                                                                     ------------      ------------

Effect of exchange rate changes on cash...........................................             (1)                -
                                                                                     ------------      ------------

Net decrease in cash and cash equivalents.........................................           (680)             (444)
Cash and cash equivalents at beginning of period..................................         13,681            14,568
                                                                                     ------------      ------------
Cash and cash equivalents at end of period .......................................   $     13,001      $     14,124
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</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, 2008............   64,439   $  3,222   $   67,860  $    6,894   $  (62,598)  $      (399)  $    14,979

Net loss........................        -          -            -        (966)           -             -          (966)
Share based compensation,
   including income tax
   effect of $0.................        -          -           19           -            -             -            19

                                ---------   --------   ----------  ----------   ----------   -----------   -----------
Balance as of
   March 31, 2009...............   64,439   $  3,222   $   67,879  $    5,928   $  (62,598)  $      (399)  $    14,032
                                ---------   --------   ----------  ----------   ----------   -----------   -----------
                                ---------   --------   ----------  ----------   ----------   -----------   -----------

</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
                                                                                                March 31,
                                                                                    -------------------------------
                                                                                         2009             2008
                                                                                    -------------     -------------

<S>                                                                                 <C>               <C>
Net loss..........................................................................  $        (966)    $        (448)

Other comprehensive income........................................................              -                 -
                                                                                    -------------     -------------
Comprehensive loss................................................................  $        (966)    $        (448)
                                                                                    -------------     -------------
                                                                                    -------------     -------------


</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
                                 MARCH 31, 2009

       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 operations
of the Group and  discussed  in this  document  include  Berkeley  International
Capital Corporation ("BICC") and London Pacific Assurance Limited ("LPAL").  All
intercompany transactions and balances have been eliminated in consolidation.

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

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

       As the level of  consulting  fees earned by the Company is expected to be
volatile  depending on the nature and extent of consulting  work at any point in
time,  the  results  for the three  month  period  ended  March 31, 2009 are not
indicative of the results to be expected for the full fiscal year.

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

       The  majority  of the  Group's  assets at March 31, 2009 were held by its
life insurance and annuities  business.  After policy  maturities in LPAL during
the first  quarter  of 2009  totaling  $63,000,  there  remains  only one policy
outstanding and two pending death claim payments at March 31, 2009. During April
2009, as approved by the Jersey Financial  Services  Commission  ("JFSC"),  LPAL
distributed  $5.0  million  in cash  to the  Company.  LPAL's  final  policy  of
approximately $9,000 will mature in June 2009, and it intends to pay out the two
pending  death claims  (approximately  $35,000 in  aggregate)  by June 30, 2009.
During the second  quarter of 2009,  the directors of LPAL submitted a Cessation
of  Business  Plan  ("COBP")  to the  JFSC  and,  subject  to  the  satisfactory
completion  of the COBP,  the JFSC  should be able to  cancel  LPAL's  insurance
permit.  At that  point,  LPAL will no longer be  regulated  by the JFSC and the
Company  intends to move toward the  dissolution of LPAL as soon as practicable.
Also during the second quarter of 2009, the Company's board of directors  agreed
to provide an  undertaking  to the JFSC that the Company "will honor any and all
liabilities of LPAL whether or not these  liabilities have been accounted for in
the financial statements at the date of cessation of business."


                                       8
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       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  theregulations  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.  The Group's  management's  estimates are based on historical
experience,  input from sources outside of the Company, and other relevant facts
and circumstances.  Actual results could differ materially from those estimates.
Accounting policies that include particularly  significant estimates include the
assessment  of  recoverability  and  measuring   impairment  of  private  equity
investments,  investment and impairment valuations,  measurement of deferred tax
assets and the corresponding valuation allowances,  fair value estimates for the
expense of  employee  share  options,  valuation  of  accounts  receivable,  and
estimates related to commitments and contingencies.

Recently Issued Accounting Pronouncements

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

       In December  2007,  the FASB issued  Statement  of  Financial  Accounting
Standards  No. 160  ("SFAS  160"),  "Noncontrolling  Interests  in  Consolidated
Financial  Statements,  an  amendment  of ARB No. 51." SFAS 160 amends ARB 51 to
establish accounting and reporting standards for the noncontrolling  interest in
a subsidiary and for the  deconsolidation  of a subsidiary.  It clarifies that a
noncontrolling  interest in a  subsidiary,  which is sometimes  referred to as a
minority  interest,  is an ownership  interest in the  consolidated  entity that
should be  reported  in the equity  section of the  balance  sheet.  Among other
requirements,   the  statement   requires  that  the   consolidated  net  income
attributable to the parent and the noncontrolling interest be clearly identified
and  presented on the face of the  consolidated  income  statement.  SFAS 160 is
effective for fiscal years beginning on or after December 15, 2008. The adoption
of SFAS 160  effective  January 1, 2009 did not have an impact on the  Company's
consolidated financial statements.



                                       9
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2.   Earnings Per Share and ADS

       The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards No. 128 ("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 Bank of Scotland in
connection  with the Company's  bank facility (now  terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the  weighted-average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury Stock Method."

       For both of the three month periods ended March 31, 2009 and 2008,  there
were no  "in-the-money"  options  or  warrants,  and  therefore  no  potentially
dilutive  securities.  As a result,  if the Company had  reported net income for
these periods, diluted loss per share would be the same as basic loss per share.

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

       A  reconciliation  of the numerators and  denominators  for the basic and
diluted earnings (loss) per share calculations is as follows:
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                                March 31,
                                                                                    -------------------------------
                                                                                          2009            2008
                                                                                    -------------     -------------
                                                                                        (In thousands, except per
                                                                                          share and ADS amounts)

<S>                                                                                 <C>               <C>
Net loss..........................................................................  $        (966)    $        (448)
                                                                                    -------------     -------------
                                                                                    -------------     -------------
Basic and diluted loss per share and ADS:
Weighted average number of Ordinary Shares outstanding,
  excluding shares held by the employee benefit trusts............................         50,917            50,917
                                                                                    -------------     -------------

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

Basic and diluted loss per ADS....................................................  $       (0.19)    $       (0.09)
                                                                                    -------------     -------------
                                                                                    -------------     -------------
</TABLE>


Note 3.   Investments

       As discussed  above,  from January 1, 2008, the Group's primary  business
for  financial  reporting  purposes is  considered  to be  consulting in venture
capital rather than life insurance and annuities.  As such, the Group's  private
equity   investments   are   carried  at  cost  less  any   other-than-temporary
impairments.  Previously,  the Group carried its private  equity  investments at
fair value in accordance  with Statement of Financial  Accounting  Standards No.
115  ("SFAS  115"),  "Accounting  for  Certain  Investments  in Debt and  Equity
Securities."  Under  paragraph  127(b)  of SFAS  115,  insurance  companies  are
required to report equity  securities at fair value even if they do not meet the
scope  criteria in paragraph 3 of SFAS 115. With respect to the Group's  private
equity investments held at December 31, 2007, the Group's best estimate of their
fair value

                                       10
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

was their cost  basis.  Therefore,  the change  from an  insurance  company  for
financial  reporting  purposes to a consulting company as of January 1, 2008 did
not  have an  impact  on the  carrying  values  of the  Group's  private  equity
investments. Marketable debt and equity securities will be carried at fair value
in  accordance  with SFAS 115,  should  the Group make such  investments  in the
future.

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

       For 2008  and the  first  quarter  of 2009,  because  all of the  Group's
private equity investments are less than 20% in the investee companies,  and the
Group does not have any  significant  influence on the investee  companies,  all
such  investments  are  accounted  for in  accordance  with the cost method.  In
accordance  with FASB Staff Position Nos. FAS 115-1 and FAS 124-1,  "The Meaning
of Other-Than-Temporary  Impairment and Its Application to Certain Investments,"
the  Group's  management  evaluates  the Group's  investments  for any events or
changes in  circumstances  ("impairment  indicators")  that may have significant
adverse effects on the Group's investments. If impairment indicators exist, then
the carrying amount of the investment is compared to its estimated fair value as
determined in accordance  with Statement of Financial  Accounting  Standards No.
157 ("SFAS 157"), "Fair Value  Measurements." If any impairment is determined to
be  other-than-temporary,  then a realized  investment  loss would be recognized
during the period in which such determination is made by the Group's management.

       SFAS 157  defines  fair value as the price that would be received to sell
an asset or paid to  transfer  a  liability  in an orderly  transaction  between
market  participants at the measurement date (an exit price).  SFAS 157 has also
established  a fair value  hierarchy  that  prioritizes  the inputs to valuation
techniques used to measure fair value into three broad levels.  See Note 4 "Fair
Value of  Financial  Instruments"  below  for the  three  levels of the SFAS 157
hierarchy.  Level 3 inputs  apply to the  determination  of fair  value  for the
Group's  private equity  investments.  These are  unobservable  inputs where the
determination  of  fair  values  of  investments  requires  the  application  of
significant   judgment.   As  discussed  above,   from  January  1,  2008,  only
other-than-temporary  impairments will be recognized and the carrying value of a
private equity investment cannot be increased above its cost unless the investee
company  completes an initial public  offering or is acquired.  During the first
quarter of 2009, the Group determined that impairment indicators existed for one
of its private equity  investments,  and then determined that the impairment was
other-than-temporary.  The Group  recognized a realized  investment  loss in its
consolidated  statement of operations  of $200,000 on this  investment as of the
end of March 2009. It is possible that the factors  evaluated by management  and
fair values will change in subsequent periods,  resulting in material impairment
charges in future periods.

Investment Concentration and Risk

       As of March 31, 2009 the Group's  investments  consisted of three private
corporate equity securities with individual  carrying values of less then 10% of
the Group's  shareholders'  equity.  One of these  investments,  with a carrying
value of  $300,000,  is in preferred  stock of a  technology  company that was a
consulting  client of BICC  until  February  2009.  Another  investment,  with a
carrying value of $140,000,  is in preferred stock of another technology company
that was a consulting  client of BICC in prior years. The third investment has a
carrying value of $844,000 and is in preferred stock of a technology company.

       As  of  March  31,  2009,  the  Company's  Jersey  based  life  insurance
subsidiary,  LPAL,  owned 89% of the  Group's  $1.3  million in  private  equity
securities.  LPAL is a  regulated  insurance  company,  and as such it must meet
stringent capital adequacy requirements and no transfers, except in satisfaction
of long-term business  liabilities,  are permitted from its long-term  insurance
fund without the consent of LPAL's directors and actuary. LPAL's investments are
not currently  available to fund the operations or commitments of the Company or
its other subsidiaries. However, as discussed above in Note 1, during the second
quarter of 2009,  the  directors of LPAL  submitted a Cessation of Business Plan
("COBP") to the JFSC and, subject to the satisfactory


                                       11
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

completion  of the COBP,  the JFSC  should be able to  cancel  LPAL's  insurance
permit.  At that  point,  LPAL will no longer be  regulated  by the JFSC and the
Company intends to move toward the dissolution of LPAL as soon as practicable.

Realized Investment Gains and Losses

       In the first quarter of 2008, the Company  recorded  realized  investment
gains of $270,000,  representing the final distribution from the WorldCom,  Inc.
securities  litigation.  LPAL held certain WorldCom,  Inc. publicly traded bonds
which it sold at a loss in 2002. This $270,000 payment,  in addition to the $1.2
million  initial  payment  received from the WorldCom  securities  litigation in
January 2007, reverses part of LPAL's realized loss recorded in 2002

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

         As  disclosed  above,  during  the  first  quarter  of 2009,  the Group
determined that impairment  indicators  existed for one of LPAL's private equity
investments,  and then determined that the impairment was  other-than-temporary.
The Group recognized a realized investment loss in its consolidated statement of
operations of $200,000 on this  investment  during the first quarter of 2009. In
each  of  the  two  preceding  quarters,  an  other-  than-temporary  impairment
write-down of $250,000 was recognized in the Group's  consolidated  statement of
operations on this same private equity investment.


Note 4.    Fair Value of Financial Instruments

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

       Level 1 - Inputs  are  unadjusted  quoted  prices in active  markets  for
identical assets or liabilities  that are accessible by the Company.  During the
three months ended March 31, 2009, the Company's  Level 1 assets  included money
market  mutual  funds  which are  included in cash and cash  equivalents  in the
condensed  consolidated  balance  sheets.  As of March 31, 2009, the Company had
$1,065,000 in money market mutual funds, compared to $328,000 as of December 31,
2008.

       Level 2 - Inputs  include quoted prices in markets that are not active or
financial  instruments for which all significant  inputs are observable,  either
directly  or  indirectly.  During the three  months  ended March 31,  2009,  the
Company held no Level 2 assets.

       Level 3 -  Unobservable  inputs  for the  asset  or  liability  including
significant  assumptions  of the Company and other  market  participants.  As of
March 31, 2009 and December 31, 2008, the Group held  $1,284,000 and $1,484,000,
respectively,  of private  equity  investments  which are  carried  at cost,  as
adjusted for  other-than-  temporary  impairments.  In order to determine if any
other-than-temporary  impairments exist, the Group must first determine the fair
values of its private  equity  investments  using Level 3  unobservable  inputs,
including the

                                       12
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

analysis of various financial,  performance and market factors. During the three
months  ended  March 31,  2009,  the Group  recognized  an  other-than-temporary
impairment  loss  of  $200,000  on one of its  private  equity  investments.  In
determining the fair value estimate of this investment,  the Group's  management
considered the investee company's  liquidity issues, the less favorable business
environment,  and the dilution in liquidity  preferences for the preferred stock
that the Group holds subsequent to a bridge financing that closed in May 2009.

       The change in carrying value of the Group's  private equity  investments,
all of which have Level 3 inputs in the SFAS 157 hierarchy, for the three months
ended March 31, 2009 was as follows:
<TABLE>
<CAPTION>

                                                                                                     (In thousands)

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

Realized investment loss included in earnings in the first quarter of 2009 determined by considering
   fair value measurements using significant unobservable inputs (Level 3).........................           (200)
                                                                                                       ------------
Balance at March 31, 2009..........................................................................    $      1,284
                                                                                                       ------------
                                                                                                       ------------
</TABLE>

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


Note 5.   Share Based Compensation

Equity Compensation Plan

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

Share Based Compensation Expense

       Effective  January 1, 2006,  the Company  adopted  Statement of Financial
Accounting  Standards  No.  123  (revised  2004)  ("SFAS  123R"),   "Share-Based
Payment,"  which  establishes  standards for the accounting of  transactions  in
which an  entity  exchanges  its  equity  instruments  for  goods  or  services,
primarily  focusing  on  accounting  for  transactions  where an entity  obtains
employee  services in share based  payment  transactions.  SFAS 123R  requires a
public entity to measure the cost of employee  services received in exchange for
an award of equity instruments, including share options, based on the fair value
of the award on the grant date, and to recognize it as compensation expense over
the period the  employee  is required  to provide  service in  exchange  for the
award, usually the vesting period. SFAS 123R supersedes the Company's previous



                                       13
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

accounting  under  Accounting  Principles  Board  Opinion  No.  25  ("APB  25"),
"Accounting  for Stock Issued to Employees,"  and related  interpretations,  for
periods beginning in fiscal 2006. In March 2005, the SEC issued Staff Accounting
Bulletin  No. 107 ("SAB  107")  relating to SFAS 123R.  The Company  applied the
provisions of SAB 107 in its adoption of SFAS 123R.

       The Company adopted SFAS 123R using the modified  prospective  transition
method as permitted under SFAS 123R. Accordingly,  prior period amounts were not
restated. Under this application, the Company is required to record compensation
expense for all awards  granted  after the date of adoption and for the unvested
portion of  previously  granted  awards that remain  outstanding  at the date of
adoption.  Prior to the adoption of SFAS 123R,  the Company  used the  intrinsic
value method as prescribed by APB 25 and thus recognized no compensation expense
for options  granted with exercise  prices equal to the fair market value of the
Company's ordinary shares on the date of grant.

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

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

       Share based compensation expense recognized in the Company's consolidated
statement of  operations  for the quarter ended March 31, 2009 and 2008 includes
compensation  expense for share options  granted prior to, but not yet vested as
of December  31,  2005,  as well as  compensation  expense for  4,500,000  share
options  granted to employees  and  directors on March 27, 2007,  and  3,450,000
share options  granted to employees and directors on August 20, 2008.  SFAS 123R
requires  forfeitures  to be  estimated  at the time of grant  and  revised,  if
necessary,  in  subsequent  periods  if actual  forfeitures  differ  from  those
estimates.  Share based compensation  expense calculated in accordance with SFAS
123R is to be based on awards  ultimately  expected to vest,  and  therefore the
expense  should be reduced for estimated  forfeitures.  The Company's  estimated
forfeiture  rate of zero percent for the first three months of 2009 and 2008 was
based upon the fact that all unvested options related to longstanding  employees
and  directors.  However,  in  September  2008,  an employee  gave notice of his
resignation  effective at the end of October 2008. As such,  2,900,000  unvested
options were forfeited on October 31, 2008. As these  forfeitures  were expected
as of September 30, 2008,  share based  compensation  expense was reduced in the
third quarter of 2008 by $18,000.  This  represents  the reversal of share based
compensation  expense  amortization through the third quarter of 2008 related to
the 2,900,000 unvested and forfeited  options.  In August 2008, the Company gave
notice to its Chief  Financial  Officer  that his current  employment  agreement
would end on June 30, 2009. As a result,  it is expected that this employee will
forfeit 500,000 options that will be unvested as of June 30, 2009. The Company's
net share based compensation  expense for 2008 and for the first quarter of 2009
was not impacted by this expected forfeiture of 500,000 options;  however, there
will be no net  compensation  expense  related to these  options from the second
quarter of 2009 (a reduction  of $4,056 of  compensation  expense per  quarter).
Despite the departure of these two employees,  the Group's management  continues
to  believe  that  a  zero  percent   forfeiture  rate  for  future  periods  is
appropriate.


                                       14
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       SFAS  123R  requires  the cash  flows  resulting  from  the tax  benefits
resulting from tax deductions in excess of the compensation  cost recognized for
those options to be classified as financing  cash flows.  As there were no share
option  exercises  during 2008 or the first quarter of 2009,  the Company had no
related tax benefits  during those periods.  Prior to the adoption of SFAS 123R,
those tax  benefits  would have been  reported as  operating  cash flows had the
Company received any tax benefits related to option exercises.

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

Valuation and Expense Information Under SFAS 123R

       The estimated fair value of share option compensation awards to employees
and directors,  as calculated using the Black-Scholes option pricing model as of
the date of grant, is amortized using the straight-line  method over the vesting
period of the  options.  For the three  months  ended  March 31,  2009 and 2008,
compensation  expense  related to share options under SFAS 123R totaled  $19,000
and  $22,000,  respectively,  and  is  included  in  operating  expenses  in the
accompanying statement of operations.

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

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

       During 2008,  1,362,500  options  became vested,  3,450,000  options were
granted,  3,400,000  were  forfeited and no options were  exercised.  During the
first  quarter of 2009,  612,500  options  became  vested,  and no options  were
granted, forfeited or exercised. At March 31, 2009, there were 9,675,000 options
outstanding  with a  weighted  average  exercise  price of $1.54.  There were no
in-the-money options outstanding at that date.

                                       15
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Of the outstanding  options,  6,150,000 were  exercisable at March 31, 2009, and
these have a weighted average  exercise price of $2.26. The remaining  3,525,000
options were unvested at March 31, 2009.  These unvested options have a weighted
average  exercise  price of $0.29.  As of March  31,  2009,  total  unrecognized
compensation  expense  related to unvested share options was $124,000,  which is
expected to be recognized  as follows:  $36,000 in the last nine months of 2009,
$46,000 in 2010, $28,000 in 2011 and $14,000 in 2012.

       For additional  information  relating to the Group's share  options,  see
Note 10 to the Company's consolidated financial statements included in Form 10-K
for the year ended December 31, 2008.


Note 6.   Income Taxes

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

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

         During the third quarter of 2008, the Internal Revenue Service issued a
private  letter ruling that the Group's U.S.  holding  company,  Berkeley  (USA)
Holdings Limited ("BUSA"),  should include London Pacific Life & Annuity Company
in  Liquidation  ("LCL") in its federal  consolidated  tax returns for tax years
commencing  with 2005. LCL is not considered a variable  interest  entity within
the scope of FASB  Interpretation  No. 46 (Revised),  "Consolidation of Variable
Interest  Entities,"  which  interprets  Accounting  Research  Bulletin  No. 51,
"Consolidated Financial Statements." BUSA holds the common stock of LCL but BUSA
does  not have  any  voting  or  management  control  over  LCL.  The  financial
statements of LCL have not been included in the Company's consolidated financial
statements and they will not be included in the future. The Group will be filing
amended federal  consolidated tax returns for 2005 through 2007 during 2009, and
the  Group's  management  believes  that  the  inclusion  of LCL in the  federal
consolidated  tax  returns  of  BUSA  for  2005  through  2008  will  result  in
insignificant  tax  liabilities  for the Group.  As of the end of 2007,  LCL has
approximately $59 million of net operating loss  carryforwards and approximately
$74 milllion of capital loss carryforwards. The Group's management believes that
these loss  carryforwards  should be sufficient to offset any taxable  income of
LCL in the  foreseeable  future and that any  resulting tax  liabilities  (e.g.,
alternative  minimum tax) will not be  material.  In  addition,  future  taxable
income  generated  by LCL also  could be offset  with  BUSA's  carryforward  net
operating or capital  losses,  if any, and with BUSA's  current net operating or
capital  losses,  if any.  Alternatively,  BUSA's future taxable income could be
offset with LCL's  carryforward or current net operating or capital  losses,  if
any. BUSA and LCL have signed a tax allocation and sharing agreement. Under this
agreement,  any  benefit  to BUSA of  utilizing  the tax losses of LCL to offset
BUSA's separate taxable income in BUSA's federal consolidated tax returns should
BUSA not have any of its own  carryforward  losses  will be paid by BUSA to LCL,
and any  benefit  to LCL of  utilizing  the tax  losses of BUSA to offset  LCL's
separate  taxable income in BUSA's federal  consolidated  tax returns should LCL
not have any of it own carryforward  losses will be paid by LCL to BUSA. Any tax
liabilities,  including  alternative minimum taxes,  created by the inclusion of
LCL in the federal consolidated tax returns of BUSA will be paid by LCL either



                                       16
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

directly to the U.S.  Internal  Revenue Service ("IRS") or reimbursed to BUSA by
LCL if payment is made to the IRS by BUSA.  For purposes of computing  allocable
federal income tax  liability,  BUSA will allocate  taxable income  brackets and
exemptions on a pro-rated basis among members of the affiliated tax group.


Note 7.   Commitments and Contingencies

Guarantees

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

       Under its Memorandum and Articles of Association,  the Company has agreed
to indemnify  its  officers  and  directors  for certain  events or  occurrences
arising as a result of the officer or  director  serving in such  capacity.  The
maximum  potential  amount of future  payments the Company  could be required to
make under these indemnification  agreements is unlimited.  However, the Company
maintains  directors and officers' liability insurance that limits the Company's
exposure and enables it to recover a portion of any future  amounts  paid.  As a
result of its insurance coverage,  the Company believes the estimated fair value
of these  indemnification  agreements is minimal and has no liabilities recorded
for these agreements as of March 31, 2009.

       The Company enters into  indemnification  provisions under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients and landlords.  Under these provisions, the Company generally
indemnifies  and holds  harmless the  indemnified  party for losses  suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification   provisions  sometime  include  indemnifications   relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes the  estimated  fair value of these  agreements  is minimal as
historically,   no  payments   have  been  made  by  the  Company   under  these
indemnification  obligations.   Accordingly,  the  Company  has  no  liabilities
recorded for these agreements as of March 31, 2009.


Note 8.   Business Segment and Geographical Information

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

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


                                       17
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       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
                                                                                                March 31,
                                                                                    -------------------------------
                                                                                          2009            2008
                                                                                    -------------     -------------
                                                                                             (In thousands)

<S>                                                                                 <C>               <C>
Jersey............................................................................  $        (195)    $         371
United States.....................................................................             99               134
                                                                                    -------------     -------------
Consolidated revenues and investment gains (losses)...............................  $         (96)    $         505
                                                                                    -------------     -------------
                                                                                    -------------     -------------
</TABLE>


       Revenues and 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
                                                                                                March 31,
                                                                                    -------------------------------
                                                                                          2009            2008
                                                                                    -------------     -------------
                                                                                             (In thousands)
<S>                                                                                 <C>               <C>
Revenues and investment gains (losses):
Consulting in venture capital.....................................................  $          97     $         114
Life insurance and annuities .....................................................           (195)              357
                                                                                    -------------     -------------
                                                                                              (98)              471
Reconciliation of segment amounts to consolidated amounts:
Interest income ..................................................................              2                34
                                                                                    -------------     -------------
Consolidated revenues and investment gains (losses) ..............................  $         (96)    $         505
                                                                                    -------------     -------------
                                                                                    -------------     -------------
Loss before income taxes:
Consulting in venture capital.....................................................  $        (220)    $        (254)
Life insurance and annuities .....................................................           (270)              262
                                                                                    -------------     -------------
                                                                                             (490)                8
Reconciliation of segment amounts to consolidated amounts:
Interest income...................................................................              2                34
Corporate expenses................................................................           (476)             (488)
                                                                                    -------------     -------------
Consolidated loss before income tax expense ......................................  $        (964)    $        (446)
                                                                                    -------------     -------------
                                                                                    -------------     -------------
</TABLE>


Note 9.   Client Concentration

          The Group's  revenues  are from a limited  number of  clients.  In the
first three months of 2009, the Group's largest  consulting client accounted for
78% of its  consulting  revenues,  and another  client  accounted for 18% of its
consulting revenues.



                                       18
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10.   Subsequent Events

         During  April  2009,  as approved by the JFSC,  LPAL  distributed  $5.0
million in cash to the Company.

         During the second  quarter of 2009,  the directors of LPAL  submitted a
Cessation of Business Plan ("COBP") to the JFSC and, subject to the satisfactory
completion  of the COBP,  the JFSC  should be able to  cancel  LPAL's  insurance
permit. See Note 1 for further information.



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

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

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

Forward-Looking Statements and Factors That May Affect Future Results

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

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


                                       19
<PAGE>


RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Consulting in Venture Capital

       Certain  information   regarding  our  consulting  segment's  results  of
operations is as follows:
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                         2009              2008
                                                                                     ------------      ------------
                                                                                             (In thousands)

<S>                                                                                  <C>               <C>
Revenues:
Consulting fees...................................................................   $         97      $        114
                                                                                     ------------      ------------
Total revenues....................................................................             97               114

Operating expenses................................................................            317               368
                                                                                     ------------      ------------
Loss before income tax expense....................................................   $       (220)     $       (254)
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

First quarter of 2009 compared to first quarter of 2008

       In the first three months of 2009, the consulting  segment  contributed a
loss before  income taxes of $220,000 to our overall loss before  income  taxes,
compared to a loss before  income taxes of $254,000 in the first three months of
2008.  The  losses  for both  periods  were  attributable  to an excess of fixed
operating expenses over consulting fee revenues.

       Consulting fees revenues  decreased from $114,000 in the first quarter of
2008 to $97,000 in the first  quarter of 2009,  due to  consulting  arrangements
that were in place for only part of the quarter.

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

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

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



                                       20
<PAGE>

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
                                                                                                March 31,
                                                                                    -------------------------------
                                                                                          2009            2008
                                                                                    -------------     -------------
                                                                                             (In thousands)

<S>                                                                                 <C>               <C>
Revenues and investment gains (losses):
Interest income...................................................................  $           5     $          87
Realized investment gains (losses)................................................           (200)              270
                                                                                    -------------     -------------
Total revenues and investment gains (losses)......................................           (195)              357

Expenses:
Amounts credited on insurance policyholder accounts ..............................              1                 1
General and administrative expenses ..............................................             74                94
                                                                                    -------------     -------------
Total expenses....................................................................             75                95
                                                                                    -------------     -------------
Income (loss) before income tax expense...........................................  $        (270)    $         262
                                                                                    -------------     -------------
                                                                                    -------------     -------------
</TABLE>

       LPAL's  policyholder  liabilities fell from $142,000 at March 31, 2008 to
$44,000 at March 31, 2009 due to  exchange  rate  changes  (as LPAL's  remaining
policies are in pounds sterling) and to two policy  maturities  totaling $63,000
in  the  first  quarter  of  2009.  LPAL  now  has  one  policy   remaining  (of
approximately  $9,000) which is scheduled to mature in June 2009 and two pending
death claim payments (approximately $35,000 in aggregate).  LPAL has submitted a
Cessation of Business Plan ("COBP") to the JFSC and, subject to the satisfactory
completion  of the COBP,  the JFSC  should be able to  cancel  LPAL's  insurance
permit.  At that  point,  LPAL will no longer  be  regulated  by the JFSC and we
intend to move toward the dissolution of LPAL as soon as practicable.

First quarter of 2009 compared to first quarter of 2008

       In the first quarter of 2009, LPAL contributed a loss before income taxes
of $270,000 to our overall loss before income  taxes,  compared to income before
income taxes of $262,000 in the first  quarter of 2008.  This $0.5 million swing
is attributable  to a $0.1 million  decrease in interest income on bank deposits
caused  by   significantly   lower  interest  rates,   and  to  a  $0.2  million
other-than-temporary  impairment  write-down  on one of  LPAL's  private  equity
investments  during  the  first  quarter  of 2009,  versus a  $270,000  realized
investment  gain in the  first  quarter  2008 due to the  receipt  of the  final
distribution from the WorldCom,  Inc. securities  litigation.  LPAL held certain
WorldCom,  Inc.  publicly  traded  bonds  which it sold at a loss in 2002.  This
payment, as well as the initial distribution of $1.2 million received in January
2007, reverses part of the realized losses recorded on WorldCom in 2002.

       LPAL's  total  assets  decreased  to $12.9  million as of March 31, 2009,
compared to $13.2  million as of December  31, 2008,  primarily  due to the $0.2
million investment  impairment  write-down discussed above and to the $63,000 in
payments on the two  policies  that  matured  during the first  quarter of 2009.
LPAL's cash  decreased  during the first  quarter of 2009 by $0.1  million  from
$11.8 million at December 31, 2008 to $11.7 million at March 31, 2009, primarily
to the two policy maturities during the quarter. In April 2009, LPAL distributed
$5.0 million in cash to the Company, as pre-approved by the JFSC.

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

                                       21
<PAGE>

Corporate and Other

First quarter of 2009 compared to first quarter of 2008

       Corporate  expenses  remained level at $0.5 million for the first quarter
of 2009, compared to the first quarter of 2008. However,  corporate expenses for
the  first  quarter  of 2008  includes  the  write-off  of $0.1  million  in web
development costs paid to a third party vendor subsequent to our decision not to
go  forward  with a web  based  project.  The  first  quarter  of 2009  includes
increased  corporate  staff costs of $0.1  million  paid to our Chief  Financial
Officer,  Mr. Ian K. Whitehead,  under an agreement dated August 12, 2008. Under
that  agreement,  the Company gave notice to Mr.  Whitehead  that his employment
agreement would end on June 30, 2009. Reference is made to Exhibit 10.3.1 to the
Company's  Form  10-K for the year  ended  December  31,  2000 for a copy of Mr.
Whitehead's  employment  agreement and to the Company's  Proxy  Statement  dated
April 29, 2008 for a description of his salary waiver of May 2003. The Company's
operating expenses for the 12-month period ending on June 30, 2009 will increase
by  approximately  $0.7  million,  of which  approximately  75% has already been
recognized in the second half of 2008 and the first quarter of 2009.

Consolidated Loss Before Income Tax Expense

First quarter of 2009 compared to first quarter of 2008

       Our consolidated loss before income tax expense was $964,000 in the first
quarter of 2009,  compared to $446,000 in the first quarter of 2008. This higher
loss of $0.5  million is due to the $0.5  million  swing in realized  investment
losses versus  gains,  as explained  above.  Interest  income  decreased by $0.1
million;  however,  this was  offset by a $0.1  million  decrease  in  operating
expenses for the first quarter of 2009, compared to the first quarter of 2008.

Income Taxes

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

First quarter of 2009 compared to first quarter of 2008

       The $2,000 tax expense for the first  quarter of 2009,  and for the first
quarter of 2008, is comprised of our minimum  California taxes. Other than these
taxes,  no other tax expense or benefits were  applicable to our Group for these
periods.  Our U.S.  subsidiaries  contributed a loss before income taxes of $0.3
million during the first quarter of 2009; however, we did not recognize any U.S.
tax benefits due to the 100% valuation  allowances that we have provided for all
deferred tax assets.


CRITICAL ACCOUNTING POLICIES

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

Accounting for Investments

       From  January 1, 2008,  our  primary  business  for  financial  reporting
purposes is  considered to be  consulting  in venture  capital  rather than life
insurance and annuities. As such, our private equity investments are now carried
at cost less any other-than-temporary  impairments.  Previously,  we carried our
private  equity  investments  at fair  value in  accordance  with  Statement  of
Financial Accounting Standards No. 115 ("SFAS


                                       22
<PAGE>

115"),  "Accounting  for Certain  Investments  in Debt and Equity  Securities.".
Under paragraph 127(b) of SFAS 115,  insurance  companies are required to report
equity  securities at fair value even if they do not meet the scope  criteria in
paragraph 3 of SFAS 115. With respect to our private equity  investments held at
December 31, 2007,  our best  estimate of their fair value was their cost basis.
Therefore, the change from an insurance company for financial reporting purposes
to a  consulting  company  as of  January  1, 2008 did not have an impact on the
carrying values of our private equity investments.

       For 2008 and the first quarter of 2009, because all of our private equity
investments are less than 20% in the investee companies,  and we do not have any
significant  influence  on the  investee  companies,  all such  investments  are
accounted for in accordance with the cost method.  In accordance with FASB Staff
Position  Nos. FAS 115-1 and FAS 124-1 ("FSP 115-1 and 124-1"),  "The Meaning of
Other-Than-Temporary  Impairment and Its Application to Certain Investments," we
evaluate our investments for any events or changes in circumstances ("impairment
indicators")  that may have significant  adverse effects on our investments.  If
impairment  indicators  exist,  then the carrying  amount of the  investment  is
compared to its estimated fair value as determined in accordance  with Statement
of  Financial   Accounting   Standards  No.  157  ("SFAS   157"),   "Fair  Value
Measurements." If any impairment is determined to be other-than-temporary,  then
a realized  investment  loss would be  recognized  during the period in which we
make such determination.

Determination of Fair Values of Investments

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

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

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

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

                                       23
<PAGE>

Other-than-temporary Impairments of Investments

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

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

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

Revenue Recognition

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

Valuation of Share Options Granted

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



Liquidity and Capital Resources

       Our cash and cash equivalents  decreased during the first quarter of 2009
by $0.7 million from $13.7 milion as of December 31, 2008 to $13.0 million as of
March 31, 2009.  This decrease in cash and cash  equivalents  resulted from $0.6
million of cash used in  operating  activities  and $0.1 million of cash used in
financing activities. Cash used in operating activities resulted from the excess
of operating  expenses over revenues for the first quarter of 2009. Cash used in
financing  activities  resulted from the payout of two policies that had matured
during the first  quarter of 2009 in LPAL.  As of March 31,  2009,  our cash and
cash equivalents, excluding the amount held by LPAL, amounted to $1.3 million, a
decrease of $0.6 million from December 31, 2008. This decrease resulted from the
use of cash in operating activities.


                                       24
<PAGE>

       Shareholders'  equity  decreased during the first quarter of 2009 by $1.0
million from $15.0  million at December  31, 2008 to $14.0  million at March 31,
2009, due to the $1.0 million net loss for the period.  As of March 31, 2009 and
December 31, 2008,  $62.6 million of our Ordinary  Shares,  at cost, held by the
employee benefit trusts have been netted against shareholders' equity.

       The majority of the Group's  assets,  including  $11.7 million in cash at
March 31, 2009,  were held by its life insurance and annuities  business.  After
policy  maturities in LPAL during the first  quarter of 2009  totaling  $63,000,
there remains only one policy  outstanding  and two pending death claim payments
at March 31, 2009.  During April 2009, as approved by the JFSC, LPAL distributed
$5.0 million in cash to the Company.  LPAL's  remaining  policy of approximately
$9,000 will mature in June 2009, and it intends to pay out the two pending death
claims (approximately  $35,000 in aggregate) by June 30, 2009. During the second
quarter of 2009,  the  directors of LPAL  submitted a Cessation of Business Plan
("COBP") to the JFSC and,  subject to the  satisfactory  completion of the COBP,
the JFSC should be able to cancel LPAL's insurance  permit.  At that point, LPAL
will no longer be regulated  by the JFSC and the Company  intends to move toward
the dissolution of LPAL as soon as practicable.

       As of March 31, 2009, we had no bank borrowings,  guarantee  obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

       As of March 31, 2009,  we had $1.3 million of cash and cash  equivalents,
excluding cash held by our life insurance and annuities segment. We believe that
this cash balance,  along with the $5.0 million in cash that LPAL distributed to
the Company in April 2009, is sufficient to fund our  operations  (consulting in
venture capital and corporate activities) over at least the next 12 months.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Not required.


Item 4.   CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures

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

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


Changes in Internal Control Over Financial Reporting

       There were no changes in our internal  controls over financial  reporting
that  occurred  during the quarter  ended  March 31,  2009 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

                                       25
<PAGE>

                           PART II - OTHER INFORMATION

Item 1A.   RISK FACTORS

       Not required.


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.





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<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:  May 15, 2009               By:    /s/ Ian K. Whitehead

                                             Ian K. Whitehead
                                             Chief Financial Officer

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



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