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, 2002

                                       OR

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


                         Commission file number 0-21874

                          London Pacific Group Limited

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


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

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

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



     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 [ ]


     As of May 17, 2002,  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>
<S>                                                                                                          <C>
Item 1.    Financial Statements:                                                                             Page

           Condensed Consolidated Balance Sheets as of March 31, 2002 and
               December 31, 2001............................................................................    3

           Condensed Consolidated Statements of Income for the three months
               ended March 31, 2002 and 2001................................................................    4

           Condensed Consolidated Statements of Cash Flows for the three months
               ended March 31, 2002 and 2001................................................................    5

           Consolidated Statements of Changes in Shareholders' Equity for the three months
               ended March 31, 2002 and 2001................................................................    6

           Consolidated Statements of Comprehensive Income for the three months
               ended March 31, 2002 and 2001................................................................    7

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

Item 2.    Management's Discussion and Analysis of Financial Condition and
               Results of Operations .......................................................................   13

Item 3.    Quantitative and Qualitative Disclosures About Market Risk ......................................   23


                                     PART II

                                OTHER INFORMATION


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

Signature  .................................................................................................   25
</TABLE>

                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS

                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                                         March 31,         December 31,
                                                                                           2002                2001
                                                                                     ---------------     ---------------
                                     ASSETS
<S>                                                                                  <C>                 <C>
Investments, principally of life insurance subsidiaries:
  Fixed maturities:
    Available-for-sale, at fair value (amortized cost: $1,623,328 and $1,595,080
      as of March 31, 2002 and December 31, 2001, respectively)....................  $     1,587,474     $     1,562,790
    Held-to-maturity, at amortized cost (fair value: $90,747 and $100,936
      as of March 31, 2002 and December 31, 2001, respectively)....................           89,095              98,619
  Equity securities:
    Trading, at fair value (cost: $87,289 and $86,036 as of March 31, 2002
      and December 31, 2001, respectively).........................................           70,636              81,787
    Available-for-sale, at fair value (cost: $202,651 and $185,539 as of
      March 31, 2002 and December 31, 2001, respectively)..........................          197,651             181,927
  Policy loans.....................................................................           10,488              10,529
                                                                                     ---------------     ---------------
Total investments..................................................................        1,955,344           1,935,652

Cash and cash equivalents..........................................................           74,652              82,417
Accrued investment income..........................................................           34,142              33,373
Deferred policy acquisition costs..................................................          175,387             168,826
Assets held in separate accounts...................................................          225,511             227,675
Reinsurance assets.................................................................           42,243              42,025
Other assets.......................................................................           54,406              46,360
                                                                                     ---------------     ---------------
Total assets.......................................................................  $     2,561,685     $     2,536,328
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------
                      LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities..................................................  $     2,089,737     $     2,031,852
Liabilities related to separate accounts...........................................          226,298             226,015
Notes payable......................................................................           36,874              36,874
Accounts payable, accruals and other liabilities...................................           19,597              19,934
                                                                                     ---------------     ---------------
Total liabilities..................................................................        2,372,506           2,314,675
                                                                                     ---------------     ---------------
Commitments and contingencies

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
  64,439,073 shares issued and outstanding as of March 31, 2002 and
  December 31, 2001................................................................            3,222               3,222
Additional paid-in capital.........................................................           68,364              68,346
Retained earnings..................................................................          193,285             223,590
Employee benefit trusts, at cost (13,684,881 and 13,698,181 shares as of
  March 31, 2002 and December 31, 2001, respectively)..............................          (63,571)            (63,599)
Accumulated other comprehensive income (loss)......................................          (12,121)             (9,906)
                                                                                     ---------------     ---------------
Total shareholders' equity.........................................................          189,179             221,653
                                                                                     ---------------     ---------------
Total liabilities and shareholders' equity.........................................  $     2,561,685     $     2,536,328
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

<FN>
      See accompanying Notes to Interim Consolidated Financial Statements.
</FN>
</TABLE>

                                       3
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
<S>                                                                                  <C>                 <C>
Revenues:
Investment income..................................................................  $        34,369     $        34,988
Insurance policy charges...........................................................              967               1,381
Financial advisory services, asset management and other fee income.................            6,278               6,604
Net realized investment gains (losses).............................................          (22,640)             31,101
Change in net unrealized investment gains and losses on trading securities.........          (12,404)           (218,645)
                                                                                     ---------------     ---------------
                                                                                               6,570            (144,571)
Expenses:
Interest credited on insurance policyholder accounts...............................           29,901              27,450
Amortization of deferred policy acquisition costs..................................            4,175               5,682
Operating expenses.................................................................           11,927              13,180
Goodwill amortization..............................................................                -                  57
Interest expense...................................................................              289                 678
                                                                                     ---------------     ---------------
                                                                                              46,292              47,047
                                                                                     ---------------     ---------------
Income (loss) before income tax expense............................................          (39,722)           (191,618)

Income tax expense (benefit).......................................................           (9,417)            (11,392)
                                                                                     ---------------     ---------------
Net income (loss)..................................................................  $       (30,305)    $      (180,226)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

Basic earnings (loss) per share and ADS............................................  $         (0.60)    $         (3.50)
Diluted earnings (loss) per share and ADS..........................................  $         (0.60)    $         (3.50)

<FN>
      See accompanying Notes to Interim Consolidated Financial Statements.
</FN>
</TABLE>

                                       4
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
<S>                                                                                  <C>                 <C>
Net cash provided by operating activities..........................................  $        28,438     $        63,234

Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities............................             (231)             (2,157)
Purchases of available-for-sale fixed maturity securities..........................         (105,536)           (225,960)
Purchases of available-for-sale equity securities..................................          (20,254)            (51,100)
Proceeds from redemption of held-to-maturity fixed maturity securities.............            9,865               7,003
Proceeds from sale of available-for-sale fixed maturity securities.................           49,033              75,635
Proceeds from sale of available-for-sale equity securities.........................               29                   -
Capital expenditures...............................................................             (490)               (251)
Other cash flows from (used in) investing activities...............................               41                (115)
                                                                                     ---------------     ---------------
Net cash provided by (used in) investing activities................................          (67,543)           (196,945)
                                                                                     ---------------     ---------------

Cash flows from financing activities:
Insurance policyholder contract deposits...........................................           75,072             143,650
Insurance policyholder benefits paid...............................................          (43,710)            (48,129)
Issuance of Ordinary Shares........................................................                -                  16
Purchases of Ordinary Shares by the employee benefit trusts........................                -              (4,669)
Proceeds from disposal of shares by the employee benefit trusts....................               43                 327
                                                                                     ---------------     ---------------
Net cash provided by financing activities..........................................           31,405              91,195
                                                                                     ---------------     ---------------

Net increase (decrease) in cash and cash equivalents...............................           (7,700)            (42,516)
Cash and cash equivalents at beginning of period...................................           82,417             114,285
Foreign currency translation adjustment............................................              (65)               (116)
                                                                                     ---------------     ---------------
Cash and cash equivalents at end of period.........................................  $        74,652     $        71,653
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

<FN>
      See accompanying Notes to Interim Consolidated Financial Statements.
</FN>
</TABLE>

                                       5
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

<S>                                  <C>            <C>             <C>             <C>             <C>            <C>
Balance as of January 1, 2001......  $      3,222   $      67,591   $     580,176   $     (58,003)  $    (25,244)  $     567,742
Net income (loss)..................             -               -        (180,226)              -              -        (180,226)
Change in net unrealized gains
  and losses on available-for-sale
  securities.......................             -               -               -               -         12,202          12,202
Foreign currency translation
  adjustment.......................             -               -               -               -             (8)             (8)
Exercise of employee share
  options, including income
  tax effect.......................             -              84               -             295              -             379
Grant of employee share options
  below fair market value..........             -             530               -               -              -             530
Net realized gains on disposal
  of shares held by the employee
  benefit trusts...................             -              32               -               -              -              32
Issuance of Ordinary Shares........             -               1               -               -              -               1
Purchase of shares by the
  employee benefit trusts..........             -               -               -          (4,669)             -          (4,669)
                                     ------------   -------------   -------------   -------------   ------------   -------------
Balance as of March 31, 2001.......  $      3,222   $      68,238   $     399,950   $     (62,377)  $    (13,050)  $     395,983
                                     ------------   -------------   -------------   -------------   ------------   -------------
                                     ------------   -------------   -------------   -------------   ------------   -------------

</TABLE>
<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                                                      Other
                                      Ordinary       Additional                      Employee         Compre-        Total
                                      Shares at       Paid-in         Retained        Benefit         hensive      Shareholders'
                                      Par Value       Capital         Earnings        Trusts        Income (Loss)    Equity
                                     ------------   -------------   -------------   -------------   ------------   -------------

<S>                                  <C>            <C>             <C>             <C>             <C>            <C>
Balance as of January 1, 2002......  $      3,222   $      68,346   $     223,590   $     (63,599)  $     (9,906)  $     221,653
Net income (loss)..................             -               -         (30,305)              -              -         (30,305)
Change in net unrealized gains
  and losses on available-for-sale
  securities.......................             -               -               -               -         (2,409)         (2,409)
Foreign currency translation
  adjustment.......................             -               -               -               -            194             194
Exercise of employee share
  options, including income
  tax effect.......................             -               3               -              28              -              31
Net realized gains on disposal
  of shares held by the employee
  benefit trusts...................             -              15               -               -              -              15
                                     ------------   -------------   -------------   -------------   ------------   -------------
Balance as of March 31, 2002.......  $      3,222   $      68,364   $     193,285   $     (63,571)  $    (12,121)  $     189,179
                                     ------------   -------------   -------------   -------------   ------------   -------------
                                     ------------   -------------   -------------   -------------   ------------   -------------

<FN>
      See accompanying Notes to Interim Consolidated Financial Statements.
</FN>
</TABLE>

                                       6
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                  (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------

<S>                                                                                  <C>                 <C>
Net income (loss)..................................................................  $       (30,305)    $      (180,226)

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

Foreign currency translation adjustments, net of income taxes of $0................              194                  (8)

Change in net unrealized gains and losses:
  Change in net unrealized gains and losses on available-for-sale securities.......           (6,107)             35,894
  Deferred policy acquisition cost amortization adjustments........................            2,745             (17,325)
  Deferred income taxes............................................................              953              (6,367)

                                                                                     ---------------     ---------------
Other comprehensive income (loss)..................................................           (2,215)             12,194
                                                                                     ---------------     ---------------
Comprehensive income (loss)........................................................  $       (32,520)    $      (168,032)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

<FN>
      See accompanying Notes to Interim Consolidated Financial Statements.
</FN>
</TABLE>

                                       7
<PAGE>

                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Note 1. Basis of Presentation and Principles of Consolidation

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

     While the Group  believes  that the  disclosures  presented are adequate to
make the  information  not  misleading,  these  interim  consolidated  financial
statements should be read in conjunction with the audited  financial  statements
and related notes for the year ended  December 31, 2001,  which are contained in
the Company's  Annual Report on Form 10-K,  filed with the U.S.  Securities  and
Exchange  Commission on April 1, 2002. The year-end condensed balance sheet data
was  derived  from  audited  financial  statements  but  does  not  include  all
disclosures required by U.S. GAAP.

     The results  for the three  month  period  ended  March 31,  2002,  are not
necessarily indicative of the results to be expected for the full fiscal year.


Note 2. Comprehensive Income

     Comprehensive  income consists of net income (loss);  changes in unrealized
gains  and  losses on  available-for-sale  securities,  net of income  taxes and
deferred policy acquisition cost amortization adjustments;  and foreign currency
translation  gains or losses arising on the translation of the Group's  non-U.S.
dollar based subsidiaries.


Note 3. Earnings Per Share and ADS

     The Group  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 Employee Share Option Trust and the Agent
Loyalty  Opportunity Trust which are regarded as treasury stock for the purposes
of this  calculation.  The Group has issued  employee share  options,  which are
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 which are determined based on the "Treasury Stock
Method." As the Group  recorded a net loss for both of the three  month  periods
ended March 31, 2002 and 2001, the  calculations  of diluted  earnings per share
for these periods do not include these potentially  dilutive options as they are
anti-dilutive  and would  result in a  reduction  of net loss per share.  If the
Group had reported net income for both of the three month periods March 31, 2002
and 2001,  there would have been an  additional  478,921 and  6,076,286  shares,
respectively, included in the calculations of diluted earnings per share.

                                       8
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

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

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
                                                                                        (In thousands, except share,
                                                                                          per share and ADS amounts)

<S>                                                                                  <C>                 <C>
Net income (loss)..................................................................  $       (30,305)    $      (180,226)

Basic earnings per share and ADS:
Weighted average number of Ordinary Shares outstanding,
  excluding shares held by the employee benefit trusts.............................       50,754,192          51,557,999
                                                                                     ---------------     ---------------
Basic earnings (loss) per share and ADS............................................  $         (0.60)    $         (3.50)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------
Diluted earnings per share and ADS:
Weighted average number of Ordinary Shares outstanding,
  excluding shares held by the employee benefit trusts.............................       50,754,192          51,557,999
                                                                                     ---------------     ---------------
Diluted earnings (loss) per share and ADS..........................................  $         (0.60)    $         (3.50)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

</TABLE>

Note 4. Investments

Equity Securities

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

<TABLE>
<CAPTION>
                                            March 31, 2002                                     December 31, 2001
                           -------------------------------------------------    -------------------------------------------------
                                          Gross        Gross      Estimated                    Gross        Gross      Estimated
                                        Unrealized   Unrealized     Fair                     Unrealized   Unrealized     Fair
                              Cost        Gains        Losses       Value          Cost        Gains        Losses       Value
                           ----------   ----------   ----------   ----------    ----------   ----------   ----------   ----------
                                                                       (In thousands)
<S>                        <C>
Private corporate equity
  securities.............. $  200,875   $    4,043   $   (8,376)  $  196,542    $  183,621   $    4,043   $   (6,876)  $  180,788
Other equity securities...      1,776            -         (667)       1,109         1,918            -         (779)       1,139
                           ----------   ----------   ----------   ----------    ----------   ----------   ----------   ----------
Total available-for-sale
  equity securities.......    202,651        4,043       (9,043)     197,651       185,539        4,043       (7,655)     181,927

Trading securities........     87,289       12,076      (28,729)      70,636        86,036       17,755      (22,004)      81,787
                           ----------   ----------   ----------   ----------    ----------   ----------   ----------   ----------
Total equity securities... $  289,940   $   16,119   $  (37,772)  $  268,287    $  271,575   $   21,798   $  (29,659)  $  263,714
                           ----------   ----------   ----------   ----------    ----------   ----------   ----------   ----------
                           ----------   ----------   ----------   ----------    ----------   ----------   ----------   ----------

</TABLE>
     Trading securities are carried at fair value with changes in net unrealized
gains and losses of $(12,404,000)  and  $(218,645,000)  included in earnings for
the three month periods ended March 31, 2002 and 2001, respectively.

                                       9
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

Investment Concentration and Risk

     As of March 31, 2002,  fixed maturity  securities  included  investments in
Daimler   Chrysler   Holdings  of  $23,810,000  and  in  Ford  Motor  Credit  of
$22,419,000,  and equity securities included an investment in Catena Networks of
$21,500,000.  These  three  corporate  issuers  each  represented  more than ten
percent of shareholders' equity.

Realized Gains and Losses

     Information   about  gross   realized   gains  and  losses  on   securities
transactions is as follows:

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
                                                                                               (In thousands)

<S>                                                                                  <C>                 <C>
Gross realized gains (losses) on securities transactions:
Fixed maturities, available-for-sale:
        Gross gains................................................................  $         1,309     $         3,600
        Gross losses...............................................................          (23,025)               (356)
Fixed maturities, held-to-maturity:
        Gross losses...............................................................                -                 (12)
Equity securities, trading:
        Gross gains................................................................            3,841              43,665
        Gross losses...............................................................                -              (1,646)
Equity securities, available-for-sale:
        Gross gains................................................................              601                 400
        Gross losses...............................................................           (5,366)            (14,550)
                                                                                     ---------------     ---------------
Net realized investment gains (losses) on securities transactions..................  $       (22,640)    $        31,101
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

</TABLE>

     During the three month period ended March 31, 2002,  management  determined
that five public  corporate debt  securities held by the Group and classified as
available-for-sale were  other-than-temporarily  impaired and consequently $20.1
million of realized losses were reflected in the  consolidated  income statement
for  the  difference  between  amortized  cost  and  the  fair  value  of  these
securities.    In   addition,   three  private    investments    classified   as
available-for-sale  were  considered by management to be  other-than-temporarily
impaired  and  realized  losses  totaling  $6.4  million  were  recorded  in the
consolidated income statement.


Note 5. Recently Issued Accounting Pronouncements

     On January 1, 2002,  the Group  adopted  Statement of Financial  Accounting
Standard No. 142 ("SFAS 142"),  "Goodwill and Other  Intangible  Assets,"  which
superseded  APB Opinion No. 17,  "Intangible  Assets." SFAS 142  eliminates  the
requirement  to  amortize  goodwill  and  indefinite-lived   intangible  assets,
addresses  the  amortization  of  intangible  assets  with a defined  life,  and
addresses the  impairment  testing and  recognition  for goodwill and intangible
assets.  The adoption of SFAS 142 did not have a material  effect on the Group's
consolidated  results of operations or financial  position.  For the three month
period ended March 31, 2002, goodwill  amortization was zero compared to $57,000
for the same period in 2001.

                                       10
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

     On January 1, 2002,  the Group  adopted  Statement of Financial  Accounting
Standard No. 144 ("SFAS  144"),  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets." SFAS 144 addresses  financial  accounting and reporting for
the impairment or disposal of long-lived assets and supersedes, with exceptions,
Statement  of  Financial  Accounting  Standard  No.  121,  "Accounting  for  the
Impairment of Long-Lived Assets to Be Disposed Of." The adoption of SFAS 144 did
not  have an  effect  on the  Group's  consolidated  results  of  operations  or
financial position for the three month period ended March 31, 2002.


Note 6. Business Segment and Geographical Information

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

     During the three month  periods  ended March 31, 2002 and 2001,  there were
included  in the asset  management  and  venture  capital  management  segments,
portfolio  management  fees from the life  insurance  and  annuities  segment of
$3,056,000  and  $2,724,000,  respectively.  These  management  fees  have  been
approved by the insurance  regulatory body in the life insurance  company's U.S.
state of domicile.  Realized investment losses in the amount of $31,368,000 were
recorded by the venture capital  management  segment,  related to intersegmental
investment  sales to the life  insurance and annuities  segment.  These realized
investment  losses were eliminated on consolidation by a corresponding  increase
in unrealized investment gains for the same amount.

     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,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
                                                                                               (In thousands)

<S>                                                                                  <C>                 <C>
Jersey.............................................................................  $        (3,375)    $       (99,459)
Guernsey...........................................................................           (3,433)            (55,560)
United States......................................................................           13,378              10,448
                                                                                     ---------------     ---------------
Consolidated revenues and net investment gains (losses)............................  $         6,570     $      (144,571)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

</TABLE>

                                       11
<PAGE>
                 LONDON PACIFIC GROUP LIMITED AND SUBSIDIARIES

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

     Revenues  and income  before  taxes for the  Group's  reportable  operating
segments, based on management's internal reporting structure, were as follows:

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
                                                                                               (In thousands)

<S>                                                                                  <C>                 <C>
Revenues:
Life insurance and annuities (1), (2), (3).........................................  $         3,173     $       (97,390)
Financial advisory services........................................................            4,433               5,065
Asset management (2)...............................................................            1,647               1,785
Venture capital management (3).....................................................           (2,903)            (54,479)
                                                                                     ---------------     ---------------
                                                                                               6,350            (145,019)
Reconciliation of segment amounts to consolidated amounts:
Interest income....................................................................              220                 448
                                                                                     ---------------     ---------------
Consolidated revenues and net investment gains (losses)............................  $         6,570     $      (144,571)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

Income before income taxes:
Life insurance and annuities (1), (2), (3), (4)....................................  $       (33,363)    $      (133,023)
Financial advisory services........................................................             (948)             (1,455)
Asset management (2)...............................................................              359                 287
Venture capital management (3).....................................................           (3,981)            (55,317)
                                                                                     ---------------     ---------------
                                                                                             (37,933)           (189,508)
Reconciliation of segment amounts to consolidated amounts:
Intersegmental interest (4)........................................................               93                   -
Interest income....................................................................              220                 448
Corporate expenses.................................................................           (1,813)             (1,823)
Goodwill amortization..............................................................                -                 (57)
Interest expense...................................................................             (289)               (678)
                                                                                     ---------------     ---------------
Consolidated income (loss) before income taxes.....................................  $       (39,722)    $      (191,618)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

<FN>
(1) Netted  against the revenues  (investment  income) of the life insurance and
annuities  segment are management fees paid to the asset  management and venture
capital  management  segments of $3,056,000 and $2,724,000 in the first quarters
of 2002 and 2001, respectively.

(2) Included in the revenues of the asset management segment are management fees
from the life  insurance and  annuities  segment of $483,000 and $529,000 in the
first quarters of 2002 and 2001, respectively.

(3)  Included  in the  revenues of the venture  capital  management  segment are
management fees from the life insurance and annuities  segment of $2,573,000 and
$2,195,000 in the first quarters of 2002 and 2001, respectively.

(4)  Included in the life  insurance  and  annuities  segment is  intersegmental
interest  expense of $93,000 in the first quarter of 2002 which is eliminated in
the consolidated financial statements.
</FN>

</TABLE>
                                       12
<PAGE>
     The only  material  change in segmental  assets during the first quarter of
2002 was in the venture capital  management  segment,  where assets decreased by
$26,025,000 from $46,253,000 to $20,228,000, primarily caused by the transfer of
certain trading  securities from the venture capital  management  segment to the
life  insurance  and annuities  segment,  with a  corresponding  increase in the
corporate and other segment.


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

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations  should be read in conjunction with the unaudited  interim
consolidated financial statements, and the notes thereto, presented elsewhere in
this  report.  The interim  consolidated  financial  statements  are prepared in
accordance with generally accepted  accounting  principles in the United States.
This  item  should  also  be  read  in  conjunction  with  the  "Forward-Looking
Statements and Factors That May Affect Future Results" which are set forth below
and in the  Company's  other  filings  with the  U.S.  Securities  and  Exchange
Commission ("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  Exchange  Act.  Such
forward-looking  statements  are  based  on  current  expectations,   estimates,
forecasts and  projections  about the  industries  in which the Group  operates,
management's  current beliefs and assumptions made by management.  Words such as
"expects,"  "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"goals,"  variations  of such words and  similar  expressions  are  intended  to
identify such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions that
are difficult to predict. Future outcomes and results may differ materially from
what is  expressed  or forecast in such  forward-looking  statements.  The Group
undertakes 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 the  Company's  other  filings  with the SEC.  The  factors
include, but are not limited to, (i) the risks described in Item 3 "Quantitative
and  Qualitative  Disclosures  About Market Risk," (ii) variations in demand for
the  Group's  products  and  services,  (iii) the  success of new  products  and
services provided by the Group, (iv) the credit ratings of the Group's insurance
subsidiaries, (v) significant changes in net cash flows in or out of the Group's
businesses,  (vi)  fluctuations  in the  performance  of debt and equity markets
worldwide,  (vii) the enactment of adverse state,  federal or foreign regulation
or changes in government policy or regulation  (including  accounting standards)
affecting  the Group's  operations,  (viii)  regulatory  response to any company
action plans  required due to the  risk-based  capital  position  falling to the
company action level, (ix) the effect of economic  conditions and interest rates
in the  U.S.,  the U.K.  or  internationally,  (x) the  ability  of the  Group's
subsidiaries to compete in their respective businesses,  and (xi) the ability of
the Group to attract and retain key personnel.

                                       13
<PAGE>
RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Life Insurance and Annuities

     Certain  information  regarding the life insurance and annuities  segment's
results of operations is as follows:

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
                                                                                               (In thousands)

<S>                                                                                  <C>                 <C>
Revenues:
Investment income..................................................................  $        31,093     $        31,817
Insurance policy charges...........................................................              967               1,381
Net realized investment gains (losses), including related amortization (1), (2)....          (22,644)             66,744
Change in net unrealized investment gains and losses on trading securities,
  including related amortization (1), (2)..........................................           (9,676)           (199,734)
Other fee income...................................................................              681                 282
                                                                                     ---------------     ---------------
Total revenues and investment gains (losses), including related
  amortization (1).................................................................              421             (99,510)

Expenses:
Interest credited on insurance policyholder accounts...............................           29,901              27,450
Amortization of deferred policy acquisition costs related to operations (1)........            1,423               3,562
Mortality expenses (gains).........................................................             (354)                 50
General and administrative expenses................................................            2,721               2,451
Intersegmental interest expense....................................................               93                   -
                                                                                     ---------------     ---------------
Total expenses related to operations (1)...........................................           33,784              33,513
                                                                                     ---------------     ---------------
Income (loss) before income taxes..................................................  $       (33,363)    $      (133,023)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

<FN>
(1)  As  a  result  of  net  realized  investment  gains  on  available-for-sale
securities  and  the  change  in net  unrealized  investment  gains  on  trading
securities which back the life insurance and annuities segment's investment-type
products,  amortization  of deferred policy  acquisition  costs was increased by
$2,752,000 and $2,120,000 in the first quarters of 2002 and 2001,  respectively.
For  purposes  of the  above  business  segment  presentation,  this  additional
amortization  is not shown in operating  expenses in accordance with the Group's
accounting  policy used to prepare the consolidated  income  statements,  but is
netted against net realized  investment gains (losses)  ($123,000 and $2,120,000
in the first  quarters  of 2002 and 2001,  respectively)  and the  change in net
unrealized  investment gains and losses ($2,629,000 and $0 in the first quarters
of 2002 and 2001, respectively).

(2) Realized  investment gains in the amount of $37,763,000 were recorded in the
first quarter of 2001 by the life  insurance and annuities  segment,  related to
intersegmental investment sales to the venture capital management segment. These
realized investment gains were offset by a corresponding  decrease in unrealized
investment  gains on trading  securities  for the same  amount.  These have been
eliminated in the Group's consolidated financial statements.

</FN>
</TABLE>

First quarter of 2002 compared to first quarter of 2001

     In the first quarter of 2002,  the life  insurance  and annuities  segment,
which  consists of London  Pacific  Life & Annuity  Company  ("LPLA") and London
Pacific Assurance  Limited  ("LPAL"),  contributed a loss before income taxes of
$33.4 million to the Group's  overall loss before  income  taxes,  compared to a
loss before  income taxes of $133.0  million in the first  quarter of 2001.  Net
realized  investment  losses in the first  quarter  of 2002,  including  related
amortization of deferred policy acquisition costs ("DPAC"),  were $22.6 million,
compared to net realized  investment gains of $66.7 million in the first quarter
of 2001. The loss from the change in net unrealized investment gains and losses,
including  related DPAC  amortization,  was $9.7 million in the first quarter of
2002,  compared to a loss of $199.7  million in the first  quarter of 2001.  The
spread between

                                       14
<PAGE>
investment  income and interest credited to policyholder  accounts  decreased by
$3.2 million; amortization of DPAC, excluding amortization related to investment
gains and losses,  decreased  by $2.1  million;  and general and  administrative
expenses  increased by $0.3  million,  each as compared to the first  quarter of
2001. Policy charges for the first quarter of 2002 decreased by $0.4 million and
other fee  income  increased  by $0.4  million,  each as  compared  to the first
quarter of 2001.

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

     Premiums  received for all life,  annuity and guaranteed bond products were
$80.1  million  for the first  quarter  of 2002,  a  decrease  of 47.9% over the
premiums  received in the first quarter of 2001.  LPAL generated $3.6 million of
the total  premiums  received  during the first  quarter of 2002,  a decrease of
$24.2 million of the total premium volume  received  during the first quarter of
2001.  LPAL's  premium  volume  continued  to  decline  as a result of  lowering
interest  crediting  rates  during  the last  quarter  of 2001.  LPLA  generated
premiums of $76.5  million in the first  quarter of 2002, a 39.2%  decrease over
the premiums  received in the first quarter of 2001. The $49.3 million  decrease
in LPLA's  premiums  reflected  the impact of a  declining  U.S.  interest  rate
environment.  As a result of lower  reinvestment  rates,  LPLA  reduced  annuity
crediting rates during 2001,  which reduced the  competitiveness  of its annuity
product  line.  During  the  first  quarter  of 2002,  LPLA's  premiums  largely
represented traditional annuities, which typically guarantee crediting rates for
one year,  but have surrender  charge  periods  ranging from seven to ten years.
Sales of  traditional  annuities in the first quarter of 2002 increased to $63.2
million,  compared to $61.9 million in the first quarter of 2001.  LPLA has been
able to attract new  distribution  sources for its traditional  annuities due in
part to its strong track record in the  industry.  The declining  U.S.  interest
rate environment had the most significant impact on LPLA's multi-year guaranteed
rate  annuities,  sales of which in the first quarter of 2002  decreased to $7.7
million,  compared to $57.7  million in the first  quarter of 2001.  If interest
rates remain at their  current  level or decline  further,  sales of annuity and
guaranteed bond products may continue to decline.

     Interest and dividend  income on investments was $31.1 million in the first
quarter of 2002 as  compared  with $31.8  million in the first  quarter of 2001.
This $0.7 million  decrease was  primarily due to lower  reinvestment  rates and
acquisitions of capital appreciation (zero yield) securities. The carrying value
of the  private  equity  portfolio  as of March  31,  2002 was  $196.5  million,
compared with $180.7 million as of December 31, 2001.

     Net investment  losses,  including  related DPAC  amortization,  were $32.3
million  in the first  quarter of 2002,  compared  to net  investment  losses of
$133.0 million in the first quarter of 2001. Net investment  losses in the first
quarter  of 2002  were  comprised  of net  realized  investment  losses of $22.5
million,  a $7.0 million loss from the change in net unrealized gains and losses
on the listed equity securities held in the trading portfolio,  and related DPAC
amortization of $2.8 million. The trading portfolio increased from $36.5 million
as of December 31, 2001 to $51.4 million as of March 31, 2002.  Additions to the
trading  portfolio  during the first quarter of 2002 of $22.0  million  resulted
from the transfer of certain listed equity  securities  from the venture capital
management segment. LPAL sold certain trading positions during the first quarter
of 2002,  which  resulted  in net  realized  gains of $3.8  million  based on an
aggregate  original cost of zero. These disposals  represented shares previously
held in escrow of companies that had completed initial public offerings of their
securities.  These  realized  gains were offset by net realized  losses of $26.3
million, including other-than-temporary  impairment write-downs on five publicly
traded corporate debt securities and three private placement securities.

                                       15
<PAGE>
     If the Group's  investment  portfolio  continues  to decline due to further
market   or   other   declines   in   the   remainder   of   2002,    additional
other-than-temporary  investment  impairments  are  possible  which could have a
material  adverse  impact on LPLA's and LPAL's  ability to write new business at
the same level as in 2001 and in the first  quarter of 2002.  LPLA is  currently
analyzing ways to reduce the  volatility of its regulatory  capital base, due to
its equity holdings, through a number of strategic initiatives. One option could
include the sale of a percentage  of its private  equity  securities in exchange
for an equity-linked note. Another option is a reinsurance transaction involving
a block of LPLA's annuity policies. LPAL is significantly smaller than LPLA, and
any necessary capital infusion would be on a much smaller scale.

     Total invested assets (defined as total assets excluding DPAC, other assets
and income tax related accounts)  remained unchanged at $2.2 billion as of March
31, 2002,  compared to December 31, 2001. On total average  invested  assets for
the first quarter of 2002,  the average  annualized  net return,  including both
realized and unrealized investment gains and losses, was 0.28%, as compared with
-18.37% for the first quarter of 2001.

     Policy  surrender and mortality  charge income decreased by $0.4 million in
the first  quarter of 2002 to $1.0  million,  compared  with $1.4 million in the
first quarter of 2001. Full policy surrenders totaled $17.7 million in the first
quarter  of 2002,  a $9.5  million  decrease  over the  first  quarter  of 2001.
Internal policy conversions accounted for $4.8 million of the full surrenders in
the first  quarter of 2002,  compared  to $9.9  million in the first  quarter of
2001.  The  decrease  in policy  surrenders  reflects  one of the effects of the
declining U.S. interest rate environment,  which has reduced yields on competing
products.  Although the current U.S.  interest  rate  environment  favors higher
policy   persistency,   annuity  surrenders  may  increase  in  future  periods,
particularly if interest rates increase, as the portion of the business that can
be withdrawn  by  policyholders  without  incurring a surrender  charge  penalty
grows.  Higher  surrenders  could  slow down the growth of the asset base of the
life insurance and annuities segment.

     Interest credited on policyholder accounts increased by $2.4 million in the
first quarter of 2002 to $29.9 million, compared with $27.5 million in the first
quarter of 2001. The increase was primarily due to new business  growth,  offset
by  favorable  renewal  rates on certain  blocks of  business.  The average rate
credited to policyholders  was 5.48% during the first quarter of 2002,  compared
with 5.90% during the first quarter of 2001.

     Amortization of DPAC,  excluding  amortization  related to investment gains
and losses,  was $1.4  million in the first  quarter of 2002, a decrease of $2.1
million over the first  quarter of 2001.  This decrease was primarily due to the
lower  level of policy  surrenders,  partially  offset by new  business  growth.
Realized and unrealized  investment  gains and losses were included in the gross
profits used to calculate the amortization of DPAC. This inclusion of investment
gains and losses  resulted in  additional  amortization  of $2.8  million in the
first quarter of 2002, compared to $2.1 million in the first quarter of 2001.

     General and administrative  expenses were $2.7 million in the first quarter
of 2002,  compared  with $2.4  million in the first  quarter of 2001.  This $0.3
million increase was primarily due to higher  professional  fees largely related
to the strategic initiatives at LPLA discussed above,  partially offset by lower
marketing  and business  development  costs and lower  insurance  guaranty  fund
assessments. The expense ratio in the first quarter of 2002, which is defined as
general and  administrative  expenses divided by the average book value of total
cash and  investments,  was 0.45%,  compared  with 0.40% in the first quarter of
2001.

                                       16
<PAGE>
Financial Advisory Services

     Certain  information  regarding the financial  advisory services  segment's
results of operations is as follows:

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
                                                                                               (In thousands)

<S>                                                                                  <C>                 <C>
Gross financial advisory services fees.............................................  $         4,433     $         5,065
Payments due to independent advisors...............................................           (2,864)             (3,596)
                                                                                     ---------------     ---------------
                                                                                               1,569               1,469
Operating expenses.................................................................            2,517               2,924
                                                                                     ---------------     ---------------
Income (loss) before income taxes..................................................  $          (948)    $        (1,455)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

</TABLE>

First quarter of 2002 compared to first quarter of 2001

     The pre-tax loss from the financial  advisory services segment decreased by
$0.5 million to $0.9 million in the first  quarter of 2002 compared to the first
quarter of 2001,  primarily due to a decrease in operating expenses,  as well as
an increase in net revenues resulting from new institutional client contracts.

     Net revenues  increased  from $1.5 million in the first  quarter of 2001 to
$1.6 million in the first quarter of 2002.  Net asset  management and consulting
fees increased from the prior period as a result of a shift toward higher margin
managed  and  consulting  accounts,   while  net  revenues  from  brokerage  and
commission  product  sales  decreased  due to a change in focus toward fee based
(rather than  commission  based)  services and the difficult  market  conditions
prevailing throughout 2001 and during the first quarter of 2002.

     Assets under management,  consulting or administration  increased from $1.4
billion as of March 31, 2001 to $2.5 billion as of March 31, 2002.  The addition
of assets from new institutional clients more than offset the decline in managed
assets resulting from the negative market conditions.

     Operating  expenses  decreased by $0.4 million to $2.5 million in the first
quarter of 2002  compared to the first  quarter of 2001,  primarily due to lower
staff costs  resulting from the  stabilization  of staffing levels in support of
the institutional and Internet based initiatives discussed below.

     In late  1999,  the  Group  decided  to make the  London  Pacific  Advisors
business the  foundation  for an Internet  based  initiative  that could then be
migrated  to other  vertical  markets  in which the Group  has  expertise.  This
initiative  aims to deliver a full  complement  of  consulting  and back  office
services  to  institutions  and  financial  advisors  through the  Internet.  An
overview of the project is available at www.lpadvisors.com.

     The total  investment in the Internet based project  through March 31, 2002
was $3.4  million,  including  $150,000  in the first  quarter of 2002.  Of this
total,  $2.7 million has been capitalized as software  development  costs and is
being  amortized  (as a  component  of  operating  expenses)  over  five  years;
amortization  of these costs began in May 2001 and the amount  amortized  during
the first quarter of 2002 was $130,000.

     The  Internet  based  initiative  has  opened  the  door for  marketing  of
financial  advisory  services to institutions  and large groups of advisors.  To
date,  service  contracts  have been  signed  with ten major  institutions,  and
additional  contracts are currently  under  negotiation.  The revenue  impact of
these contracts  increased  during the second half of 2001 and the first quarter
of 2002 as newly  contracted  business came on line.  Net asset  management  and
consulting  fees are expected to steadily  increase during the remainder of 2002
as new business from institutional  clients comes onto the  myOfficeOnline  (SM)
platform.

                                       17
<PAGE>
Asset Management

     Certain  information  regarding the asset management  segment's  results of
operations is as follows:

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
                                                                                               (In thousands)

<S>                                                                                  <C>                 <C>
Revenues...........................................................................  $         1,647     $         1,785
Operating expenses.................................................................            1,288               1,498
                                                                                     ---------------     ---------------
Income before income taxes.........................................................  $           359     $           287
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

</TABLE>

First quarter of 2002 compared to first quarter of 2001

     Berkeley  Capital  Management  ("BCM"),  the Group's  U.S.  asset  manager,
generates most of this segment's revenues and expenses.  BCM's revenues declined
in the first quarter of 2002 by $0.1 million to $1.4 million. Expenses decreased
in the first quarter of 2002 by $0.2 million to $1.3 million. The lower revenues
were more than offset by the lower expenses which increased  BCM's  contribution
to segment  income by $0.1 million in the first  quarter of 2002 compared to the
first quarter of 2001.

     The decline in  revenues  was due to a lower fee  structure  paid by one of
BCM's largest clients which became  effective  January 1, 2002, and to a decline
in  institutional  assets under  management in BCM's Growth  Equity  style.  BCM
implemented a cost reduction  program  during the second quarter of 2001,  which
caused  operating  expenses  to decline  and its  operating  margins to increase
during the first quarter of 2002, compared with the first quarter of 2001.

     Total wrap fee account  assets  under  management  were $1.1  billion as of
March 31,  2002,  compared  to $997  million as of  December  31,  2001 and $906
million as of March 31, 2001.  The additional  wrap assets under  management for
the first  quarter of 2002 resulted from a 2% net increase in the number of wrap
accounts  during the quarter and also from a positive  return  during the period
for BCM's predominant  Income Equity investment style. Wrap account assets under
management  in BCM's  Growth  Equity style  decreased  during the quarter due to
market  value  declines  and a decline in the number of  accounts  managed.  The
increase in total wrap fee assets under management as of March 31, 2002 compared
to March 31,  2001 was  primarily  due to a 15% net  increase  in the  number of
accounts over the period.

     BCM seeks to add an additional  wrap account  product  during 2002 with the
objective of further boosting BCM's assets under management and profitability in
future years.

     Included  in the  revenues  of the asset  management  segment for the first
quarter  of 2002 were  portfolio  management  fees from the life  insurance  and
annuities  segment of $0.5 million,  which remained level from the first quarter
of 2001. Intersegmental fees of $0.2 million are included in the revenues of BCM
for the first quarter of 2002.

                                       18
<PAGE>
Venture Capital Management

     Certain  information  regarding the venture  capital  management  segment's
results of operations is as follows:

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     -----------------------------------
                                                                                          2002                2001
                                                                                     ---------------     ---------------
                                                                                               (In thousands)

<S>                                                                                  <C>                 <C>
Revenues:
Management fees....................................................................  $         2,573     $         2,195
Net realized investment gains (losses) (1).........................................          (31,487)             37,269
Change in net unrealized investment gains and losses on trading securities (1).....           26,011             (93,943)
                                                                                     ---------------     ---------------
Total revenues and net investment gains (losses)...................................           (2,903)            (54,479)
Operating expenses.................................................................            1,078                 838
                                                                                     ---------------     ---------------
Income (loss) before income taxes..................................................  $        (3,981)    $       (55,317)
                                                                                     ---------------     ---------------
                                                                                     ---------------     ---------------

<FN>
(1)  Realized  investment  gains and losses in the amount of  $(31,368,000)  and
$37,269,000 were recorded in the first quarters of 2002 and 2001,  respectively,
by the venture capital management segment, related to intersegmental  investment
sales to the life insurance and annuities  segment.  These  realized  investment
gains and  losses  were  offset by  corresponding  increases  and  decreases  in
unrealized  investment  gains and  losses  on  trading  securities  for the same
amounts. These gains and losses have been eliminated in the Group's consolidated
financial statements.
</FN>
</TABLE>

First quarter of 2002 compared to first quarter of 2001

     The loss before income taxes from the venture  capital  management  segment
decreased from $55.3 million in the first quarter of 2001 to $4.0 million in the
first quarter of 2002.  The loss in both periods was primarily  attributable  to
the change in net  unrealized  gains and losses on the listed equity  securities
held in the trading portfolio,  excluding the intersegmental gains and losses as
noted above.  These  positions in listed  equity  securities  were the result of
private equity transactions in technology companies.

     The change in net unrealized  gains and losses in the listed equity trading
portfolio  during the first quarter of 2002 was a gain of $26.0  million,  which
was more than offset by  realized  losses of $31.4  million  from  disposals  of
certain listed equity  securities to the life  insurance and annuities  segment,
based on their aggregate cost of $53.4 million.  The trading portfolio decreased
from $45.3  million as of  December  31,  2001 to $19.2  million as of March 31,
2002.  Additions to the trading  portfolio  during the first  quarter of 2002 of
$1.3 million resulted from the purchase of certain listed equity securities.

     Significant  fluctuations in net unrealized  gains and losses in the listed
equity trading portfolio are likely in future periods,  reflecting equity market
volatility, especially in the technology sector.

     Included in the revenues of the venture capital  management segment for the
first quarter of 2002 are portfolio  management fees from the life insurance and
annuities  segment  of $2.6  million,  compared  to $2.2  million  for the first
quarter of 2001. The $0.4 million increase in fees reflects the larger portfolio
of private  investments held by LPLA during the first quarter of 2002 which were
monitored by Berkeley  International Capital Corporation ("BICC").  BICC sources
and monitors  private  investments for LPLA, for which LPLA pays BICC management
fees. Total  financings  completed by BICC during the first quarter of 2002 were
$19.9 million, compared to $51.1 million during the first quarter of 2001. There
were no financings  made in new companies  during the first quarter of 2002, but
follow-on  investments were added in selected portfolio companies where, in some
cases,  larger  ownership  stakes  could  be  taken in  promising  companies  at
attractive  prices.   This  decreased  level  of  activity  in  venture  capital
placements reflected a general trend in the industry as a whole during the first
quarter of 2002,  as many venture  capitalists  adopted a wait and see policy in
view of the difficulties  experienced by the market and the technology sector in
particular.

                                       19
<PAGE>
     Operating expenses in the first quarter of 2002 were $1.1 million, compared
to $0.8 million in the first  quarter of 2001.  This $0.3  million  increase was
primarily  attributable to an expense credit in the first quarter of 2001 due to
the reversal of unrealized appreciation on certain underlying listed investments
in the Group's deferred  compensation plan, which did not recur during the first
quarter of 2002.

Corporate and Other

First quarter of 2002 compared to first quarter of 2001

     Corporate  expenses  remained level at $1.8 million in the first quarter of
2002, as compared to the first quarter of 2001. However, in the first quarter of
2001,  there was  compensation  expense of $0.5 million relating to the grant of
employee  share options at an exercise price below fair market value on the date
of the grant,  which was not repeated in 2002. This was offset by an increase of
$0.5 million in expenses in the first  quarter of 2002  primarily  due to higher
professional fees and shareholder reporting costs.

     Interest  income  earned by the Group  (excluding  the life  insurance  and
annuities  segment)  decreased  by $0.2  million  to $0.2  million  in the first
quarter of 2002 as compared with the first quarter of 2001, primarily due to the
decrease  in  interest  rates  earned on cash and cash  equivalents  held by the
Group.  Interest expense incurred by the Group (excluding the life insurance and
annuities  segment) also  decreased by $0.4 million to $0.3 million in the first
quarter of 2002 as compared with the first quarter of 2001, primarily due to the
lower interest rate environment. A discussion of the Group's sources and uses of
cash is discussed in "Liquidity and Capital Resources" below.

Consolidated Income (Loss) Before Income Taxes

First quarter of 2002 compared to first quarter of 2001

     The consolidated  loss before income taxes decreased from $191.6 million in
the  first  quarter  of 2001 to $39.7  million  in the  first  quarter  of 2002,
primarily due to lower net realized and unrealized investment losses.

     Consolidated  income  before  income  taxes for the  remainder  of 2002 and
future  years may be  volatile  due to the  Group's  holdings  of listed  equity
securities  primarily in the technology sector,  which are marked to market with
changes  in their  market  value  recognized  in the income  statement  for each
period.   Other-than-temporary   impairments  of  the  Group's   private  equity
securities  primarily in the  technology  sector could also affect  consolidated
income  before  income  taxes in future  periods.  For more  information  on the
possible  effects of volatility in the prices of equity  securities,  see Item 3
"Quantitative and Qualitative Disclosures About Market Risk" below.

Income Taxes

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

First quarter of 2002 compared to first quarter of 2001

     The  effective  tax credit rate,  as a percentage of the loss before income
taxes for the first  quarter of 2002,  was 24%.  This  effective tax credit rate
reflects  the losses of $11.2  million  contributed  by the Jersey and  Guernsey
operations  during  the first  quarter of 2002,  which  primarily  consisted  of
realized  investment  losses for which no tax  benefits  will be  realized.  The
effective  tax credit rate,  as a percentage of the loss before income taxes for
the first  quarter of 2001,  was 6%.  This low  effective  tax  credit  rate was
primarily attributable to losses of $159.1 million contributed by the Jersey and
Guernsey  operations during the first quarter of 2001, which primarily consisted
of investment losses for which no tax benefits were realized.

                                       20
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents of the Group decreased  during the first quarter
of 2002 by $7.7 million to $74.7  million.  This decrease  resulted from a $67.5
million use of cash in investing  activities,  partially offset by $28.4 million
and $31.4 million provided by operating and financing activities,  respectively.
The  majority  of cash  used  in  investing  activities  relates  to  investment
transactions  within the life insurance and annuities  segment.  As of March 31,
2002, cash and cash  equivalents of the Group,  excluding the life insurance and
annuities  segment,  amounted to $52.2 million,  a decrease of $6.1 million from
December  31,  2001.  The Group,  excluding  the life  insurance  and  annuities
segment, also held $19.2 million of listed equity securities which could be sold
within a short period of time as of March 31, 2002, compared to $24.4 million as
of December 31, 2001.

     As of March 31,  2002,  the Group held $39.7  million in private  corporate
debt  securities  and $196.5  million in private  corporate  equity  securities,
compared to $42.0 million and $180.8 million,  respectively,  as of December 31,
2001. These securities were held almost exclusively in the investment portfolios
of the Group's insurance  subsidiaries (LPLA and LPAL). Liquid markets exist for
$10.1  million of these  private  securities.  No public  price  information  is
available  for the  remainder  of these  securities.  Debt  securities  that are
classified  as  held-to-maturity  are valued at  amortized  cost,  unless  these
securities become other-than-temporarily impaired, and all other debt and equity
securities  are  classified as  available-for-sale  and valued at estimated fair
value based on  appropriate  valuation  methodologies.  For a discussion  of the
Group's accounting  policies with respect to the determination of fair values of
investments  and  other-than-temporary  impairments,  see the  section  entitled
"Critical  Accounting Policies" in Item 7 of the Company's Form 10-K, filed with
the SEC on April 1, 2002. Debt securities largely represent loans to an array of
companies that are diversified by industry,  geography and financial  structure.
The private equity securities are primarily convertible preferred stock holdings
in technology companies.  Financial information on the issuers of these debt and
equity securities is received and reviewed periodically by Group management.  In
addition,  Group  management  maintains  contact  with the  management  of these
issuers  through  ongoing  dialogue to examine  the  issuers'  future  plans and
prospects.

     The Group's investment  portfolio includes 15 private equity investments in
technology  companies with an aggregate fair value of $165.1 million as of March
31, 2002.  The $17.1 million  increase in the  portfolio  from December 31, 2001
resulted  from $18.0  million in  follow-on  financings,  $0.6  million of fixed
maturity securities which were exchanged for equity securities, and a decline in
value,  which Group  management  believes will be temporary,  on one security of
$1.5 million.

     During the first quarter of 2002,  certain other private corporate debt and
equity  investments  were considered by management to be  other-than-temporarily
impaired  and  realized  losses  totaling  $6.4  million  were  recorded  in the
consolidated income statement for the differences between cost and the estimated
fair value of these  securities.  As of March 31, 2002,  the remaining  carrying
value of these private investments totaled $8.5 million.

     During the first quarter of 2002,  certain public corporate debt securities
classified   as   available-for-sale   were   considered  by  management  to  be
other-than-temporarily  impaired and realized losses totaling $20.1 million were
recorded  in the  consolidated  income  statement  for  the  difference  between
amortized cost and the fair value of these securities. As of March 31, 2002, the
fair value of these securities totaled $19.8 million.

     Shareholders'  equity  decreased  during the first quarter of 2002 by $32.5
million from $221.7 million to $189.2  million,  which included LPLA's equity of
$97.8 million,  primarily due to a net loss for the quarter of $30.3 million. As
of March 31, 2002, $63.6 million of the Company's Ordinary Shares, at cost, held
by the employee  benefit trusts were netted  against  shareholders'  equity.  If
employee share options are exercised,  shareholders' equity will be increased by
the cost of the shares  transferred  to the employees and the proceeds  received
will increase the amount of cash available to the Group.

     As of March 31,  2002,  the Group had utilized  $12.7  million of its $50.0
million  bank  facility  in the form of  letters  of credit  and  guarantees  in
connection with certain portfolio companies, and had drawn down

                                       21
<PAGE>
$36.9 million in loans. These loans were used for general corporate purposes and
are  scheduled  for  repayment  in May 2003.  As of March 31,  2002,  the Group,
excluding the life  insurance and annuities  segment,  had $71.4 million of cash
and liquid securities,  which it considers adequate to service its bank facility
and operating requirements,  excluding those of the life insurance and annuities
segment,  during the twelve  month period  ending  March 31,  2003.  The Group's
consolidated  results for the quarter  ended March 31, 2002 resulted in a breach
of the net worth and operating  profit/interest charge financial covenants under
its bank facility.  The Group is seeking a waiver from the bank regarding  these
covenant  breaches,  as well as an extension of the bank facility beyond the May
2003  expiration  date. The bank granted a similar waiver in connection with the
2001 year-end  results and has granted similar  extensions under the facility in
the past.  While the  Company  believes  it will be able to obtain the  proposed
waiver and  extension  from the bank,  no  assurances  can be given that (i) the
waiver  and/or  extension  will be  obtained,  (ii) the bank  will not place any
special  conditions  on the waiver  and/or  extension  or require a fee or other
consideration  in connection with granting the waiver and/or  extension or (iii)
the bank will refrain from exercising its rights under the bank facility. If the
Company is  unsuccessful  in negotiating a waiver and extension with the bank on
terms acceptable to the Company,  the Company could experience  liquidity issues
in the next 12 months.

     As of March 31, 2002, the Group had no material commitments outstanding for
capital   expenditures  or  additional   funding  of  private  equity  portfolio
companies.

     THE GROUP'S  PRIMARY  INSURANCE  SUBSIDIARY,  LONDON PACIFIC LIFE & ANNUITY
COMPANY,  IS FACING A RISK-BASED  CAPITAL ISSUE,  AND IF IT IS UNABLE TO RESOLVE
THE ISSUE MAY BECOME SUBJECT TO FURTHER ACTION BY ITS PRIMARY STATE REGULATOR.

     The  National   Association   of  Insurance   Commissioners   ("NAIC")  has
established, and the states in which LPLA operates including North Carolina, its
domiciliary state, have adopted,  risk-based capital ("RBC") standards that life
insurers  must  meet.  Regulatory  compliance  is  determined  by a ratio of the
insurer's  regulatory  adjusted  capital and surplus to its  authorized  control
level RBC, as defined by the NAIC.  Insurers  below  specific  trigger points or
ratios are classified  within certain  levels,  each of which requires  specific
corrective actions. These levels, in increasing order of regulatory priority and
involvement,  are company  action level,  regulatory  action  level,  authorized
control level and mandatory control level.

     The corrective  actions  required by an insurer are based upon the specific
level the  insurer has  triggered.  Insurers  at the  company  action  level are
required to file a  comprehensive  financial plan,  which includes  forecasts of
future  operating  results and capital and  surplus,  with the state of domicile
that identifies the conditions that contribute to the company action level event
and the proposed corrective actions the insurer intends to take to eliminate the
company  action  level  event.  An insurer  at the  regulatory  action  level is
required  to submit a  risk-based  capital  plan and is subject to a  regulatory
examination or analysis of its assets,  liabilities and operations,  including a
review of the  risk-based  capital  plan. An insurer at the  authorized  control
level  is  required  to  adopt  corrective  actions  ordered  by  the  Insurance
Commissioner  and  may be  placed  under  regulatory  control  if the  Insurance
Commissioner   deems  regulatory   control  is  in  the  best  interest  of  the
policyholders  and creditors of the insurer and of the public.  At the mandatory
control level, the Insurance  Commissioner is required to take actions necessary
to cause the insurer to be placed under regulatory  control.  Regulatory control
may result in rehabilitation or ultimately liquidation.

     During the quarter ended March 31, 2002, LPLA experienced  further declines
in the value of its investment portfolio which resulted in  other-than-temporary
impairments.  The March 31, 2002 Statutory  Quarterly  Statement LPLA intends to
file  with the North  Carolina  Department  of  Insurance  will  reflect a $48.2
million  reduction in statutory  capital and surplus from the level of statutory
capital  and  surplus  LPLA  reported  in its 2001  Statutory  Annual  Statement
primarily  due to  these  other-than-temporary  impairments.  The  reduction  in
statutory  capital and surplus will result in LPLA's RBC position falling to the
company  action level as of March 31, 2002.  LPLA will be working with the North
Carolina  Department of Insurance on a series of corrective measures designed to
raise LPLA's RBC position above the company action level.

     A corrective measure LPLA is actively exploring is exchanging a significant
portion of LPLA's private equity  investments for an equity-linked  note. Such a
transaction  could  result in a  significant  improvement  in LPLA's  risk-based
capital  position as a result of the likely  reduction  in the asset risk charge
associated  with  the

                                       22
<PAGE>
equity-linked note. Another measure could include a reinsurance transaction of a
block of LPLA's  annuity  products.  By  reinsuring  this  business  LPLA  would
increase its RBC position.  Other  corrective  measures the Group is considering
could  include  the sale of an  interest  in LPLA to outside  investors.  Such a
transaction could result in new capital and surplus being infused into LPLA.

     If the outcome of the corrective  measures  being  developed by LPLA is not
successful,  if the corrective measures are not subsequently achieved, or if the
results of subsequent  operations  or other events cause  further  reductions in
surplus,  LPLA may not be able to continue  operations in the usual manner,  and
could be subject to further regulatory action as described above.

     Private  corporate  debt and equity  investments  held by LPLA at March 31,
2002  totaled  $220.0  million.  The  determination  of fair  values for private
corporate   debt  and  equity   securities  and  the   evaluations   for  other-
than-temporary  impairments require the application of significant judgement. It
is possible that the impairment  factors evaluated by management and fair values
could  change in  subsequent  periods.  Further  declines in the value of LPLA's
private  equity  portfolio  will have a significant  impact on LPLA's  statutory
capital level.

     Further  declines in the value of LPLA's listed equity  portfolio will also
have a significant impact on LPLA's statutory capital level.

     At March 31, 2002, LPLA identified seven securities which have an aggregate
unrealized  loss  of  $18.3  million  that  could  become   other-than-temporary
impairments in future reporting periods. Additional declines in LPLA's statutory
capital  and  surplus  could  result  in  LPLA's  RBC  position  falling  to the
regulatory  action level. The company  currently  believes that the RBC position
will not fall below the regulatory action level.

     On May 16, 2002 A.M. Best completed a review of LPLA's  financial  strength
rating. As a result of this review A.M. Best have put the company under negative
event watch.  The company  currently  believes  that if it achieves its plans to
restore  sufficient  capital it will not  experience  a change in its  financial
strength  rating.  If  the  company  experienced  a  significant  change  in its
financial  strength  rating it could  have a material  adverse  impact on future
operations.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

     The Group's life  insurance and  annuities  segment is subject to risk from
interest  rate  fluctuations  when there is a  difference  between the amount of
interest earning assets and the amount of interest bearing  liabilities that are
prepaid,  mature or are repriced in specific  periods.  LPLA and LPAL attempt to
minimize  their  exposure  to  interest  rate   fluctuations   by  managing  the
characteristics  of their assets and  liabilities so that the effects of changes
are reasonably likely to be offset. LPLA's and LPAL's principal  asset/liability
management  goals are to achieve  sufficient  cash flows from invested assets to
fund contractual obligations, while maximizing investment returns. LPLA and LPAL
have not used derivative financial  instruments to achieve their asset/liability
management  goals.  Exposure to interest  rate risk is estimated  by  performing
sensitivity  tests based on duration  analysis of LPLA's  investment and product
portfolios.

     Duration  is an option  adjusted  measure of the  percentage  change in the
market  value of the assets or  liabilities  in  response  to a given  change in
interest  rates.  For  LPLA's  universal  life  products  and for all of  LPAL's
products,  given that policyholder liabilities are only $47.8 million and $133.5
million,  respectively,  interest  rate risk is  considered  to be  minimal.  To
demonstrate the sensitivity of LPLA's assets and liabilities, tests performed on
LPLA's assets and  liabilities  indicated  that, as of March 31, 2002, if market
interest rates had suddenly increased by 100 basis points, the fair value of the
investment   portfolio  that  is  subject  to  interest  rate  risk,  which  was
approximately $2.0 billion, would have decreased by $82.2 million, compared with
a

                                       23
<PAGE>
decrease of $59.1 million for the calculated market value of liabilities,  which
was  approximately  $1.9  billion.  Conversely,  a sudden  decrease of 100 basis
points  would have  increased  the  investment  portfolio's  fair value by $85.5
million, compared with an increase in the calculated market value of liabilities
of $75.9 million.  These results depend upon certain key  assumptions  regarding
the behavior of interest  sensitive  cash flows.  Although LPLA has attempted to
ensure that the  assumptions  used are based on the best  available  data,  cash
flows cannot be forecasted  with certainty and can deviate  materially  from the
assumed results.

Equity Price Risk

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

     If the fair value of the Group's  listed  equity  portfolio as of March 31,
2002 and 2001, which totaled $70.6 million and $117.8 million, respectively, had
abruptly  increased or  decreased  by 50%,  the fair value of the listed  equity
portfolio  would have increased or decreased by $35.3 million and $58.9 million,
respectively.

     The Group's listed equity  securities  largely  represent  investments that
were  originally  made as private equity  investments  that either  completed an
initial public  offering or were acquired by a larger  publicly  traded company.
The performance of these listed equity  securities can be highly  volatile,  but
the Group  attempts to manage its risk in various ways.  The  performance of the
listed equity  securities are monitored  daily. In addition,  the Group seeks to
sell  investments  after a  period  of time,  particularly  in the case of large
public company securities.

     As of March 31, 2002,  the Group held $196.5  million in private  corporate
equity securities  primarily in technology companies for which liquid markets do
not exist.  Private  equity prices do not fluctuate  directly with public equity
markets,   but   significant   market   movements   may  trigger  a  review  for
other-than-temporary  adjustment of the carrying values of these Group's private
equity  securities.  For  example,  see the  discussion  on page 22 and 23 under
"Liquidity and Capital  Resources"  for a description of such  reductions in the
carrying value of certain of the Group's  private equity  securities  during the
first quarter of 2002, and of such reductions that may need to be considered for
future reporting periods. The risks inherent in these private equity investments
relate  primarily to the  viability of the investee  companies.  These risks are
managed in various ways.  Extensive due diligence procedures are performed prior
to making an  investment,  and regular  reviews of the  progress of the investee
companies are carried out. In addition,  the  investments  are  diversified in a
number of  technology  companies  to avoid  excessive  concentration  in any one
company.


                          PART II - OTHER INFORMATION


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

        None.


(b)     REPORTS ON FORM 8-K:

        No  reports  on  Form 8-K were filed by  the  Company  during  the first
        quarter of 2002.

                                       24
<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.


                                      LONDON PACIFIC GROUP LIMITED
                                      (Registrant)

Date: May 17, 2002                    By:    /s/  Ian K. Whitehead

                                             Ian K. Whitehead
                                             Chief Financial Officer

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



                                       25