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

                                    FORM 10-Q

(Mark One)

/X/            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2004

                                       OR

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


                         Commission file number 0-21874

                           Berkeley Technology Limited

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


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

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

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

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

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

     As of November 2, 2004, 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>                                                                                               <C>
                                                                                                             Page
Item 1.    Financial Statements:

           Unaudited Condensed Consolidated Balance Sheets as of September 30, 2004 and
               December 31, 2003............................................................................    3

           Unaudited Condensed Consolidated Statements of Income for the three and nine months
               ended September 30, 2004 and 2003............................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
               ended September 30, 2004 and 2003............................................................    6

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the nine months
               ended September 30, 2004.....................................................................    7

           Unaudited Consolidated Statements of Comprehensive Income for the three and nine months
               ended September 30, 2004 and 2003............................................................    8

           Notes to Unaudited Condensed Consolidated Financial Statements...................................    9

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   22

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.......................................   31

Item 4.    Controls and Procedures..........................................................................   32


                                     PART II

                                OTHER INFORMATION

Item 4.    Submission of Matters to a Vote of Security Holders..............................................   33

Item 6.    Exhibits and Reports on Form 8-K.................................................................   33

Signature  .................................................................................................   34

Exhibit Index...............................................................................................   35



</TABLE>

                                       2
<PAGE>




                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                    September 30,      December 31,
                                                                                        2004               2003
                                                                                    -------------     -------------
                                            ASSETS

<S>                                                                                 <C>               <C>
Investments (principally of life insurance subsidiary):
   Fixed maturities:
     Available-for-sale, at fair value (amortized cost: $20,275 and $25,403
       as of September 30, 2004 and December 31, 2003, respectively)..............  $      20,247     $      25,393
   Equity securities:
     Trading, at fair value (cost: $586 and $4,544 as of September 30, 2004
       and December 31, 2003, respectively).......................................            426            16,882
     Available-for-sale, at estimated fair value (cost: $1,850 and $4,262
       as of September 30, 2004 and December 31, 2003, respectively)..............          1,850             4,262
                                                                                    -------------     -------------
Total investments.................................................................         22,523(1)         46,537

Cash and cash equivalents.........................................................         18,348(1)         14,408
Cash held in escrow...............................................................          1,002               999
Due from broker...................................................................          4,649(1)              -
Accrued investment income.........................................................            654               926
Other assets......................................................................            409               643
                                                                                    -------------     -------------
Total assets......................................................................  $      47,585     $      63,513
                                                                                    -------------     -------------
                                                                                    -------------     -------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities.................................................  $      22,134     $      28,054
Accounts payable and accruals.....................................................            951               562
                                                                                    -------------     -------------
Total liabilities.................................................................         23,085            28,616
                                                                                    -------------     -------------
Commitments and contingencies (see Note 8)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of September 30, 2004 and
   December 31, 2003..............................................................          3,222             3,222
Additional paid-in capital........................................................         68,615            68,615
Retained earnings.................................................................         16,662            27,070
Employee benefit trusts, at cost (13,684,881 shares as of September 30, 2004
   and December 31, 2003).........................................................        (63,571)          (63,571)
Accumulated other comprehensive loss..............................................           (428)             (439)
                                                                                    -------------     -------------
Total shareholders' equity........................................................         24,500            34,897
                                                                                    -------------     -------------
Total liabilities and shareholders' equity........................................  $      47,585     $      63,513
                                                                                    -------------     -------------
                                                                                    -------------     -------------

<FN>
(1) Includes $22,466 of investments,  $7,573 of cash and cash equivalents and $4,275 of broker  receivables in the
    Company's  insurance subsidiary  (London Pacific Assurance Limited ("LPAL")) which are not currently  available
    to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>


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

                                       3
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (In thousands, except per share and ADS amounts)
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
Continuing operations:

Revenues:
<S>                                                                  <C>         <C>           <C>         <C>
Investment income.................................................   $      337  $      433    $    1,028  $    1,492
Insurance policy charges..........................................            -           2             3           6
Consulting and other fee income...................................          135           -           329           -
Net realized investment gains (losses)............................        4,787        (839)        5,700     (14,988)
Change in net unrealized investment gains and losses
   on trading securities..........................................       (7,757)     (4,213)      (12,498)     18,226
                                                                     ----------  ----------    ----------  ----------
                                                                         (2,498)     (4,617)       (5,438)      4,736
Expenses:
Amounts credited on insurance policyholder accounts...............          326         463         1,043       1,509
Operating expenses................................................        1,089       1,269         3,637       4,317
Interest expense..................................................            -           -             -         676
                                                                     ----------  ----------    ----------  ----------
                                                                          1,415       1,732         4,680       6,502
                                                                     ----------  ----------    ----------  ----------
Loss from continuing operations before income taxes...............       (3,913)     (6,349)      (10,118)     (1,766)

Income tax expense (benefit)......................................            -          (3)          290           9
                                                                     ----------  ----------    ----------  ----------
Loss from continuing operations...................................       (3,913)     (6,346)      (10,408)     (1,775)

Discontinued operations:
Loss from discontinued operations, net of income tax
   expense of $2 in 2003..........................................            -           -             -      (1,758)
Income on disposal of discontinued operations, net of
   income tax expense of $36 in 2003..............................            -           -             -      11,685
                                                                     ----------  ----------    ----------  ----------
Income on discontinued operations.................................            -           -             -       9,927
                                                                     ----------  ----------    ----------  ----------
Net income (loss).................................................   $   (3,913) $   (6,346)   $  (10,408) $    8,152
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
</TABLE>

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

                                       4
<PAGE>





                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
Basic earnings (loss) per share and ADS:

Basic earnings (loss) per share:
<S>                                                                  <C>         <C>           <C>         <C>
Continuing operations.............................................   $    (0.08) $    (0.13)   $    (0.21) $    (0.03)
Discontinued operations...........................................            -           -             -        0.19
                                                                     ----------  ----------    ----------  ----------
                                                                     $    (0.08) $    (0.13)   $    (0.21) $     0.16
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
Basic earnings (loss) per ADS:
Continuing operations.............................................   $    (0.77) $    (1.25)   $    (2.05) $    (0.35)
Discontinued operations...........................................            -           -             -        1.96
                                                                     ----------  ----------    ----------  ----------
                                                                     $    (0.77) $    (1.25)   $    (2.05) $     1.61
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------

Diluted earnings (loss) per share and ADS:

Diluted earnings (loss) per share:
Continuing operations.............................................   $    (0.08) $    (0.13)   $    (0.21) $    (0.03)
Discontinued operations...........................................            -           -             -        0.19
                                                                     ----------  ----------    ----------  ----------
                                                                     $    (0.08) $    (0.13)   $    (0.21) $     0.16
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
Diluted earnings (loss) per ADS:
Continuing operations.............................................   $    (0.77) $    (1.25)   $    (2.05) $    (0.35)
Discontinued operations...........................................            -           -             -        1.95
                                                                     ----------  ----------    ----------  ----------
                                                                     $    (0.77) $    (1.25)   $    (2.05) $     1.60
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------

</TABLE>


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


                                       5
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                           Nine Months Ended
                                                                                              September 30,
                                                                                    -------------------------------
                                                                                        2004               2003
                                                                                    -------------     -------------

<S>                                                                                 <C>               <C>
Net cash provided by continuing operations........................................  $       6,156     $       8,866

Net cash used in discontinued operations..........................................              -              (523)
                                                                                    -------------     -------------
Net cash provided by operating activities.........................................          6,156             8,343
                                                                                    -------------     -------------

Cash flows from investing activities:
Payment of guarantee obligations..................................................              -           (10,836)
Purchases of available-for-sale fixed maturity securities.........................              -            (8,422)
Purchases of available-for-sale equity securities.................................            (15)                -
Proceeds from sale and maturity of available-for-sale fixed maturity securities...          5,034            20,004
Proceeds from sale of available-for-sale equity securities........................             75                 -
Proceeds from disposal of discontinued operations.................................              -            15,148
Capital expenditures..............................................................             (5)               (4)
                                                                                    -------------     -------------
Net cash provided by investing activities.........................................          5,089            15,890
                                                                                    -------------     -------------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................         (7,332)           (8,630)
Repayment of notes payable........................................................              -            (9,314)
                                                                                    -------------     -------------
Net cash used in financing activities.............................................         (7,332)          (17,944)
                                                                                    -------------     -------------

Net increase in cash and cash equivalents.........................................          3,913             6,289
Cash and cash equivalents at beginning of period (1)..............................         14,408            15,308
Foreign currency translation adjustment...........................................             27              (212)
                                                                                    -------------     -------------
Cash and cash equivalents at end of period (1), (2)...............................  $      18,348     $      21,385
                                                                                    -------------     -------------
                                                                                    -------------     -------------


<FN>
(1) Amounts reflect continuing operations only.  Does not include $1,002 of cash held in escrow as of September 30, 2004.

(2) The amount for September 30, 2004 includes $7,573 in the Company's  insurance  subsidiary (LPAL) which is not
    available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>



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


                                       6
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                                                           Other
                                   Ordinary Shares    Additional              Employee    Compre-     Total
                                --------------------   Paid-in    Retained     Benefit    hensive  Shareholders'
                                  Number    Amount     Capital    Earnings     Trusts      Loss       Equity
                                ---------  ---------  ---------  ----------  ----------  ---------  ----------
Balance as of
<S>                             <C>        <C>        <C>        <C>         <C>         <C>        <C>
   December 31, 2003............   64,439  $   3,222  $  68,615  $   27,070  $  (63,571) $    (439) $   34,897

Net loss........................        -          -          -     (10,408)          -          -     (10,408)
Change in net unrealized
   gains and losses on
   available-for-sale securities        -          -          -           -           -        (18)        (18)
Foreign currency translation
   adjustment...................        -          -          -           -           -         29          29
                                ---------  ---------  ---------  ----------  ----------  ---------  ----------
Balance as of
   September 30, 2004...........   64,439  $   3,222  $  68,615  $   16,662  $  (63,571) $    (428) $   24,500
                                ---------  ---------  ---------  ----------  ----------  ---------  ----------
                                ---------  ---------  ---------  ----------  ----------  ---------  ----------


</TABLE>





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



                                       7
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------

<S>                                                                  <C>         <C>           <C>         <C>
Net income (loss).................................................   $   (3,913) $   (6,346)   $  (10,408) $    8,152

Other comprehensive income, net of deferred
   income taxes:

Foreign currency translation adjustments, net of income
   taxes of $0....................................................            1          12            29         114

Change in net unrealized gains and losses related to
   continuing operations:
   Unrealized holding gains and losses on available-for-sale
     securities...................................................          110         (32)            -         (14)
   Reclassification adjustment for gains and losses included
     in net (income) loss.........................................          (12)        679           (18)      1,910
   Deferred income taxes..........................................            -           -             -           -
                                                                     ----------  ----------    ----------  ----------
Other comprehensive income........................................           99         659            11       2,010
                                                                     ----------  ----------    ----------  ----------
Comprehensive income (loss).......................................   $   (3,814) $   (5,687)   $  (10,397) $   10,162
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
</TABLE>


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


                                       8
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

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

Note 1.   Material Events

     On March 7, 2003,  the Group  entered into a  definitive  agreement to sell
substantially  all of the assets and operations of Berkeley  Capital  Management
("BCM"), its U.S. based asset management subsidiary, to a company majority-owned
by funds under the management of Putnam Lovell NBF Private Equity. Consequently,
the  Company  deconsolidated  BCM as of March  31,  2003 and  BCM's  results  of
operations  have  been  reported   separately  in  the  income  statement  under
discontinued  operations  since the first quarter of 2003.  On May 7, 2003,  the
Group  completed  the sale and the Group  received all  proceeds  under the sale
agreement as of the end of 2003.

     On May 9, 2003,  the Group entered into a definitive  agreement to sell all
of the  outstanding  stock of London Pacific  Advisory  Services,  Inc.,  London
Pacific  Securities,  Inc. and LPA  Insurance  Agency,  Inc.  together  with the
associated   assets  of  the  advisory   business  held  within  London  Pacific
Technologies,  Inc.  and LP  Advisors,  Inc.,  (collectively,  "LPA" or the "LPA
business")   to  a   wholly-owned   subsidiary  of  SunGard  Data  Systems  Inc.
("SunGard"). On June 5, 2003, the Group completed the sale. Consequently,  LPA's
results of  operations  have been reported  separately  in the income  statement
under  discontinued  operations  since the second quarter of 2003.  SunGard paid
$1.0 million of the initial purchase  consideration  into an escrow account as a
holdback to cover any of the Group's indemnity obligations arising within the 18
month period following the close of the transaction. Under the sale and purchase
agreement,  the Group is  entitled  to receive an earnout  payment of up to $8.0
million  in cash  that will be equal in amount  to  one-half  of the  cumulative
operating  profits  from the LPA  business in the three year period  immediately
following the close of the  transaction.  This earnout amount,  if any, would be
payable  within  approximately  60 days  following the third  anniversary of the
transaction  closing.  There is no  guarantee  that the Group will  receive  any
portion of the $8.0 million earnout payment.

     On  August  31,  2004,  the  Group  was  notified  of  SunGard's  claim for
indemnification  with  respect to  damages  in an amount  equal to at least $5.0
million resulting from, among other things,  alleged breaches of representations
and  covenants  contained  in the  sale  and  purchase  agreement.  The  Group's
management believes, after consultation with its legal advisors, that this claim
is without merit, and the Group will defend the matter vigorously.  No provision
for  this  contingent  liability  has been  included  in the  Group's  financial
statements as of September 30, 2004.

     For  information on the operating  results for BCM and LPA during 2003, see
Note 3 "Discontinued Operations" below.

     Subsequent  to the  sale of the  Group's  asset  management  and  financial
advisory  services  businesses,  the Group now focuses on rebuilding its venture
capital and consulting business.


Note 2.   Basis of Presentation and Principles of Consolidation

     The accompanying  condensed consolidated financial statements are unaudited
and have been prepared by the Company in conformity with United States generally
accepted  accounting   principles  ("U.S.   GAAP").  These  unaudited  condensed
consolidated  financial  statements  include the  accounts of the  Company,  its
subsidiaries  (with the  exception of BCM and LPA as  discussed  above in Note 1
"Material  Events"),  the Employee  Share  Option  Trust  ("ESOT") and the Agent
Loyalty Opportunity Trust ("ALOT"). Significant

                                       9
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

subsidiaries included in the continuing operations of the Group and discussed in
this  document   include   London   Pacific   Assurance   Limited  and  Berkeley
International  Capital Corporation.  All intercompany  transactions and balances
have been  eliminated  in  consolidation  except for  intercompany  transactions
between continuing and discontinued operations which are disclosed in Note 3 and
Note 9 below.

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

     While the Company's management believes that the disclosures  presented are
adequate to make the  information  not  misleading,  these  unaudited  condensed
consolidated financial statements should be read in conjunction with the audited
financial  statements  and related  notes for the year ended  December 31, 2003,
which are contained in the Company's  Annual Report on Form 10-K, filed with the
U.S.  Securities and Exchange Commission ("SEC") on March 10, 2004. The year-end
condensed balance sheet data was derived from audited  financial  statements but
does   not   include   all   disclosures   required   by  U.S.   GAAP.   Certain
reclassifications  have been made to prior  period  amounts to conform  with the
current period's  presentation.  These  reclassifications  have no effect on the
prior period's net income or shareholders' equity.

     The  results for the nine month  period  ended  September  30, 2004 are not
indicative of the results to be expected for the full fiscal year.

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

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

Use of Estimates

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

Share Incentive Plan

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

                                       10
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Had  compensation  expense for the Company's ESOT activity been  determined
based upon the fair value  method in  accordance  with SFAS 123,  the  Company's
consolidated  net income (loss) and earnings (loss) per share and ADS would have
been decreased or increased to the pro forma amounts as reflected below:
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
                                                                     (In thousands, except per share and ADS amounts)

<S>                                                                  <C>         <C>           <C>         <C>
Net income (loss) as reported.....................................   $   (3,913) $   (6,346)   $  (10,408) $    8,152
Add: Stock based employee compensation expense included in
   reported income (loss), net of related tax effects.............            -           -             -           -

Deduct: Total stock based employee compensation expense
   determined under fair value based methods for all awards,
   net of related tax effects.....................................          (47)        267(1)       (143)        (76)
                                                                     ----------  ----------    ----------  ----------

Pro forma net income (loss).......................................   $   (3,960) $   (6,079)   $  (10,551) $    8,076
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------

Basic earnings (loss) per share:
As reported.......................................................   $    (0.08) $    (0.13)   $    (0.21) $     0.16
Pro forma.........................................................        (0.08)      (0.12)        (0.21)       0.16
Basic earnings (loss) per ADS:
As reported.......................................................        (0.77)      (1.25)        (2.05)       1.61
Pro forma.........................................................        (0.78)      (1.20)        (2.08)       1.59
Diluted earnings (loss) per share:
As reported.......................................................        (0.08)      (0.13)        (0.21)       0.16
Pro forma.........................................................        (0.08)      (0.12)        (0.21)       0.16
Diluted earnings (loss) per ADS:
As reported.......................................................        (0.77)      (1.25)        (2.05)       1.60
Pro forma.........................................................        (0.78)      (1.20)        (2.08)       1.58

<FN>
(1) Compensation  expense  was  negative  for the three  month  period  ended  September  30,  2003 due to the  reversal
    of $314,000 in compensation  expense recognized in prior periods related to the forfeiture during the third quarter
    of 2003 of all of the unvested options held by LPA employees (LPA was sold in the second quarter of 2003).
</FN>
</TABLE>

     The pro forma  disclosures   shown above  were  calculated for  all options
granted after December 31, 1994 using a  Black-Scholes  option pricing model. No
option grants were made during 2003 or the first nine months of 2004.


Note 3.   Discontinued Operations

(a)    Berkeley Capital Management

     As  described  in  Note 1  "Material  Events,"  the  Group  entered  into a
definitive  agreement to sell  substantially all of the assets and operations of
BCM on March 7,  2003,  and on May 7, 2003  completed  the sale.  In  connection
therewith,  the Company  deconsolidated  BCM as of March 31, 2003 in  accordance
with Statement of Financial Accounting Standard No.144 ("SFAS 144"), "Accounting
for the  Impairment  or Disposal  of Long Lived  Assets."  The Company  does not
expect to receive any material amounts of income from its

                                       11
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

asset management segment in the foreseeable future. The results of operations of
BCM for the prior periods have been reported in discontinued operations.

     A summary of BCM's pre-tax  operating  results for the three and nine month
periods ended September 30, 2003 are shown below.
<TABLE>
<CAPTION>

                                                                                    Three Months       Nine Months
                                                                                       Ended              Ended
                                                                                    September 30,     September 30,
                                                                                         2003              2003
                                                                                    -------------     -------------
                                                                                             (In thousands)
Revenues:
<S>                                                                                 <C>               <C>
Asset management fees.............................................................  $           -     $       1,364
Intercompany management fee income (1)............................................              -                 5
                                                                                    -------------     -------------
Total revenues....................................................................              -             1,369

Operating expenses................................................................              -             1,403
                                                                                    -------------     -------------
Loss before income taxes..........................................................  $           -     $         (34)
                                                                                    -------------     -------------
                                                                                    -------------     -------------
<FN>
(1)  Fees were paid from and netted  against  the  revenues  of the life  insurance  and  annuities  business
     segment of  continuing operations (LPAL) of $5,000 for the nine months ended September 30, 2003.
</FN>
</TABLE>

     BCM had been included in the Group's asset management business segment.

(b)    London Pacific Advisors

     As  described  in  Note 1  "Material  Events,"  the  Group  entered  into a
definitive agreement to sell the LPA business on May 9, 2003 and on June 5, 2003
completed the sale. In connection therewith,  the Company reports the results of
operations of LPA for the prior periods as discontinued operations in accordance
with SFAS 144.

     A summary of LPA's pre-tax  operating  results for the three and nine month
periods ended September 30, 2003 are shown below.
<TABLE>
<CAPTION>
                                                                                    Three Months       Nine Months
                                                                                       Ended             Ended
                                                                                    September 30,     September 30,
                                                                                        2003              2003
                                                                                    -------------     -------------
                                                                                             (In thousands)
Revenues:
<S>                                                                                 <C>               <C>
Investment income.................................................................  $           -     $           4
Gross financial advisory services fees............................................              -             5,820
Payments due to independent advisors..............................................              -            (3,477)
                                                                                    -------------     -------------
Total net revenues................................................................              -             2,347

Expenses..........................................................................              -             4,069
                                                                                    -------------     -------------
Loss before income taxes..........................................................  $           -     $      (1,722)
                                                                                    -------------     -------------
                                                                                    -------------     -------------
</TABLE>

     LPA had been included in the Group's  financial  advisory services business
segment.

                                       12
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4.   Earnings Per Share and ADS

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

     The Company has also issued Ordinary Share warrants to the Bank of Scotland
in connection with the Company's bank facility (now terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the  weighted-average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury  Stock  Method."  As the  Company  recorded a net loss for both of the
three month  periods ended  September 30, 2004 and 2003,  and for the nine month
period ended  September 30, 2004, the  calculation of diluted loss per share for
these periods do not include  potentially  dilutive  employee  share options and
warrants  issued  to the Bank of  Scotland  as they are  anti-dilutive  and,  if
included,  would have resulted in a reduction of the net loss per share.  If the
Company  had  reported  net income  for both of the three  month  periods  ended
September 30, 2004 and 2003,  and for the nine month period ended  September 30,
2004, there would have been an additional  607,593,  609,629 and 753,598 shares,
respectively,  included in the  calculations  of diluted  earnings per share for
these periods.

     A  reconciliation  of the  numerators  and  denominators  for the basic and
diluted earnings (loss) per share calculations is as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
                                                                              (In thousands, except share,
                                                                               per share and ADS amounts)

<S>                                                                  <C>         <C>           <C>         <C>
Income (loss) from continuing operations..........................   $   (3,913) $   (6,346)   $  (10,408) $   (1,775)
Income on discontinued operations.................................            -           -             -       9,927
                                                                     ----------  ----------    ----------  ----------
Net income (loss).................................................   $   (3,913) $   (6,346)   $  (10,408) $    8,152
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------

Basic earnings (loss) per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........   50,754,192  50,754,192    50,754,192  50,754,192
                                                                     ----------  ----------    ----------  ----------
Basic earnings (loss) per share:
Continuing operations.............................................   $    (0.08) $    (0.13)   $    (0.21) $    (0.03)
Discontinued operations...........................................            -           -             -        0.19
                                                                     ----------  ----------    ----------  ----------
                                                                     $    (0.08) $    (0.13)   $    (0.21) $     0.16
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
Basic earnings (loss) per ADS:
Continuing operations.............................................   $    (0.77) $    (1.25)   $    (2.05) $    (0.35)
Discontinued operations...........................................            -           -             -        1.96
                                                                     ----------  ----------    ----------  ----------
                                                                     $    (0.77) $    (1.25)   $    (2.05) $     1.61
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
</TABLE>

                                       13
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
                                                                              (In thousands, except share,
                                                                               per share and ADS amounts)
Diluted earnings (loss) per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
<S>                                                                  <C>         <C>           <C>         <C>
   excluding shares held by the employee benefit trusts...........   50,754,192  50,754,192    50,754,192  50,754,192
Effect of dilutive securities (warrants and employee share
   options).......................................................            -           -             -     339,342
                                                                     ----------  ----------    ----------  ----------
Weighted-average number of Ordinary Shares used in
   diluted earnings per share calculations........................   50,754,192  50,754,192    50,754,192  51,093,534
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
Diluted earnings (loss) per share:
Continuing operations.............................................   $    (0.08) $    (0.13)   $    (0.21) $    (0.03)
Discontinued operations...........................................            -           -             -        0.19
                                                                     ----------  ----------    ----------  ----------
                                                                     $    (0.08) $    (0.13)   $    (0.21) $     0.16
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
Diluted earnings (loss) per ADS:
Continuing operations.............................................   $    (0.77) $    (1.25)   $    (2.05) $    (0.35)
Discontinued operations...........................................            -           -             -        1.95
                                                                     ----------  ----------    ----------  ----------
                                                                     $    (0.77) $    (1.25)   $    (2.05) $     1.60
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
</TABLE>

Note 5.   Investments

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

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

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

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

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

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

                                       14
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

securities held by the Group. In addition, management maintains contact with the
management of these  issuers  through  ongoing  dialogue to examine the issuers'
future plans and prospects.

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

Fixed Maturity Securities

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


                                            September 30, 2004                            December 31, 2003
                                ------------------------------------------    ------------------------------------------
                                             Gross      Gross    Estimated                 Gross      Gross    Estimated
                                Amortized  Unrealized Unrealized   Fair       Amortized  Unrealized Unrealized   Fair
                                  Cost       Gains      Losses     Value         Cost      Gains      Losses     Value
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
                                                                     (In thousands)
Available-for-Sale:
Non-U.S. corporate
<S>                             <C>        <C>        <C>        <C>          <C>        <C>        <C>        <C>
   debt securities.........     $  18,157  $      20  $     (52) $  18,125    $  18,354  $      48  $     (89) $  18,313
Corporate debt securities .         2,118          6         (2)     2,122        7,049         33         (2)     7,080
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
Total fixed maturity securities $  20,275  $      26  $     (54) $  20,247    $  25,403  $      81  $     (91) $  25,393
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
</TABLE>

Equity Securities

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


                                            September 30, 2004                            December 31, 2003
                                ------------------------------------------    ------------------------------------------
                                             Gross      Gross    Estimated                 Gross      Gross    Estimated
                                           Unrealized Unrealized   Fair                  Unrealized Unrealized   Fair
                                  Cost       Gains      Losses     Value         Cost      Gains      Losses     Value
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
                                                                     (In thousands)
Private corporate equity
<S>                             <C>        <C>        <C>        <C>          <C>        <C>        <C>        <C>
   securities..............     $   1,850  $       -  $       -  $   1,850    $   4,262  $       -  $       -  $   4,262
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------

Total available-for-sale
   equity securities.......         1,850          -         -       1,850        4,262          -          -      4,262

Trading securities.........           586         22       (182)       426        4,544     12,546       (208)    16,882
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
Total equity securities....     $   2,436  $      22  $    (182) $   2,276    $   8,806  $  12,546  $    (208) $  21,144
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
                                ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
</TABLE>

     Trading securities are carried at fair value with changes in net unrealized
gains and losses of $(7,757,000),  $(4,213,000),  $(12,498,000)  and $18,226,000
included in the income  statements  for the three and nine month  periods  ended
September 30, 2004 and 2003, respectively.

Investment Concentration and Risk

     As of September 30, 2004, the Group's investment  portfolio did not include
any individual  investments  which  represented  more than 10% of  shareholders'
equity.

                                       15
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     As of  September  30,  2004,  the  Company's  Jersey  based life  insurance
subsidiary,  LPAL,  owned 100% of the Group's  $20.2  million in fixed  maturity
securities,  100% of the  Group's  $1.8  million in  available-for-sale  private
equity  securities,  and 88% of the Group's $0.4 million in trading  securities.
LPAL is a  regulated  insurance  company,  and as such  it must  meet  stringent
capital adequacy  requirements and it may not make any distributions without the
consent of LPAL's  independent  actuary.  LPAL'S  INVESTMENTS  ARE THEREFORE NOT
CURRENTLY  AVAILABLE TO FUND THE OPERATIONS OR COMMITMENTS OF THE COMPANY OR ITS
OTHER SUBSIDIARIES.

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

     Net  unrealized   losses  on  fixed  maturity   securities   classified  as
available-for-sale  as of  September  30, 2004 and  December  31,  2003  totaled
$28,000  and  $10,000,  respectively.  There  were no  related  deferred  policy
acquisition cost adjustments or income taxes.

     There were no unrealized gains or losses on equity securities classified as
available-for-sale as of September 30, 2004 and December 31, 2003.

     Changes in net unrealized gains and losses on available-for-sale securities
included in other  comprehensive  income for the period ended September 30, 2004
were as follows:
<TABLE>
<CAPTION>
                                                                                     Net Unrealized Gains (Losses)
                                                                                 ----------------------------------
                                                                                    Fixed
                                                                                  Maturity     Equity
                                                                                 Securities  Securities    Total
                                                                                 ----------  ----------  ----------
                                                                                          (In thousands)

Net unrealized losses on available-for-sale securities as of
<S>                                                                              <C>         <C>         <C>
   December 31, 2003.........................................................    $      (10) $        -  $      (10)

Changes during the nine month period ended September 30, 2004:
   Unrealized holding gains and losses on available-for-sale securities......             -           -           -
   Reclassification adjustment for gains and losses included in net loss.....           (18)          -         (18)
                                                                                 ----------  ----------  ----------
Net unrealized losses on available-for-sale securities as of
   September 30, 2004........................................................    $      (28) $        -  $      (28)
                                                                                 ----------  ----------  ----------
                                                                                 ----------  ----------  ----------

</TABLE>

                                       16
<PAGE>






                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Realized Gains and Losses

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

<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
                                                                                      (In thousands)
Realized gains (losses) on securities transactions:
Fixed maturities, available-for-sale:
<S>                                                                  <C>         <C>           <C>         <C>
   Gross gains....................................................   $        -  $        -    $        -  $       43
   Gross losses...................................................            -           -             -        (286)
                                                                     ----------  ----------    ----------  ----------
Net realized losses on fixed maturities, available-for-sale.......            -           -             -        (243)
                                                                     ----------  ----------    ----------  ----------
Equity securities, trading:
   Gross gains....................................................        5,053         485         8,220       4,363
   Gross losses...................................................         (266)          -          (266)    (15,237)
                                                                     ----------  ----------    ----------  ----------
Net realized gains (losses) on equity securities, trading.........        4,787         485         7,954     (10,874)
                                                                     ----------  ----------    ----------  ----------
Equity securities, available-for-sale:
   Gross gains....................................................            -           -           121           -
   Gross losses...................................................            -      (1,324)       (2,375)     (3,871)
                                                                     ----------  ----------    ----------  ----------
Net realized losses on equity securities, available-for-sale......            -      (1,324)       (2,254)     (3,871)
                                                                     ----------  ----------    ----------  ----------
Net realized investment gains (losses) on securities
   transactions...................................................   $    4,787  $     (839)   $    5,700  $  (14,988)
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
</TABLE>

     During  the nine  month  period  ended  September  30,  2004,  the  Group's
management determined that one private equity investment in a technology company
was  other-than-temporarily  impaired and consequently  recorded realized losses
totaling  $2.4  million in the  unaudited  condensed  consolidated  statement of
income.


Note 6.    Cash Held in Escrow

     Cash held in escrow  consists of the proceeds  from the sale of LPA on June
5, 2003 which were held back to cover any of the Group's  indemnity  obligations
within the 18 month period following the close of the transaction. Funds are due
to be released with accrued  interest in December 2004, less any amounts related
to  indemnification  matters as set out in the sale and purchase  agreement.  As
discussed  above in Note 1 "Material  Events,"  the Group was notified on August
31, 2004 of SunGard's  claim for  indemnification  with respect to damages in an
amount  equal to at least $5.0  million  resulting  from,  among  other  things,
alleged  breaches of  representations  and  covenants  contained in the sale and
purchase agreement. The Group's management believes, after consultation with its
legal advisors,  that this claim is without merit, and the Group will defend the
matter vigorously.  However, due to the current uncertainty with respect to this
claim, there is the possibility that the $1.0 million in cash held in escrow may
not be released to the Group in December 2004.


                                       17
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7.    Other Assets

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

                                                                                    September 30,      December 31,
                                                                                        2004              2003
                                                                                    -------------     -------------
                                                                                             (In thousands)

<S>                                                                                 <C>               <C>
Property, equipment and leasehold improvements, net...............................  $          80     $         117
Prepayments.......................................................................            195               499
Receivables:
   Income tax refund receivable...................................................             17                17
   Fee income receivable..........................................................             96                 7
   Other receivables..............................................................             21                 3
                                                                                    -------------     -------------
Total other assets................................................................  $         409     $         643
                                                                                    -------------     -------------
                                                                                    -------------     -------------
</TABLE>


Note 8.  Commitments and Contingencies

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

     In October 2003,  the California  Franchise Tax Board ("FTB")  notified the
Group of proposed  income tax  assessments  totaling  $2.3 million plus interest
related to the Group's 1998 and 1999 tax returns.  In December  2003,  the Group
filed a  protest  letter  with the FTB.  The FTB  acknowledged  receipt  of this
protest letter in December 2003; however, no further  communication from the FTB
has been received to date. After  consultation  with its tax and legal advisors,
the Group's  management  believes that this matter has now been resolved through
legislation that was signed on September 29, 2004. This new legislation provides
that a taxpayer may elect to determine its deduction for dividends received from
an insurance company subsidiary for taxable years ending on or after December 1,
1997, and commencing before January 1, 2004, in an amount equal to 80 percent of
the  qualified  dividends  received.  The Group has  estimated  that  additional
California  taxes of $283,000 will be due as a result of this  legislation,  and
this amount,  plus  estimated  interest  through  June 30, 2004 of $95,000,  was
recorded in the Group's financial  statements as of June 30, 2004. These amounts
remain  recorded in the Group's  financial  statements as of September 30, 2004,
plus estimated additional interest for the third quarter of 2004 of $4,000.

     As discussed above in Note 1 "Material  Events" and in Note 6 "Cash Held in
Escrow,"  on August 31,  2004,  the Group was  notified of  SunGard's  claim for
indemnification  with  respect to  damages  in an amount  equal to at least $5.0
million resulting from, among other things,  alleged breaches of representations
and  covenants  contained  in the  sale  and  purchase  agreement.  The  Group's
management believes, after


                                       18
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

consultation with its legal advisors,  that this claim is without merit, and the
Group  will  defend  the  matter  vigorously.  As such,  no  provision  for this
contingent liability has been included in the Group's financial statements as of
September 30, 2004.

Guarantees

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

     Under its Memorandum and Articles of Association, the Company has agreed to
indemnify its officers and directors for certain events or  occurrences  arising
as a result of the officer or  director  serving in such  capacity.  The maximum
potential  amount of future payments the Company could be required to make under
these  indemnification  agreements is unlimited.  However, the Company maintains
directors and officers  liability  insurance that limits the Company's  exposure
and enables it to recover a portion of any future  amounts  paid. As a result of
its insurance  coverage,  the Company believes the estimated fair value of these
indemnification  agreements is minimal and has no liabilities recorded for these
agreements as of September 30, 2004.

     The Company  enters into  indemnification  provisions  under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients and landlords.  Under these provisions, the Company generally
indemnifies  and holds  harmless the  indemnified  party for losses  suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification   provisions  sometimes  include  indemnifications  relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes  the  estimated  fair value of these  agreements  is  minimal.
Accordingly,  the Company has no liabilities recorded for these agreements as of
September 30, 2004.


Note 9.   Business Segment and Geographical Information

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

     Due to the sales of BCM and LPA in the  second  quarter of 2003 (see Note 1
"Material  Events"),  the Company's  asset  management  and  financial  advisory
segments have been  classified  as  discontinued  operations  for the nine month
period ended September 30, 2003.

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

     Summary  revenue and  investment  gain  (loss)  information  by  geographic
segment,  based on the domicile of the Group company  generating those revenues,
is as follows:


                                       19
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
                                                                                     (In thousands)

<S>                                                                  <C>         <C>           <C>         <C>
Jersey............................................................   $   (2,413) $   (3,624)   $   (5,157) $      907
Guernsey..........................................................         (192)     (1,001)         (720)      3,794
United States.....................................................          107           8           439          35
                                                                     ----------  ----------    ----------  ----------
Consolidated revenues and net investment gains and
   losses for continuing operations...............................   $   (2,498) $   (4,617)   $   (5,438) $    4,736
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
</TABLE>

     Revenues and income (loss) before income taxes for the Company's reportable
operating  segments  included in continuing  operations,  based on  management's
internal reporting structure, were as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
                                                                                     (In thousands)
Revenues and net investment gains and losses:
<S>                                                                  <C>         <C>           <C>         <C>
Life insurance and annuities (1)..................................   $   (2,426) $   (3,628)   $   (5,182) $    1,148
Venture capital and consulting....................................         (103)     (1,002)         (339)      3,546
                                                                     ----------  ----------    ----------  ----------
                                                                         (2,529)     (4,630)       (5,521)      4,694
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................           31          13            83          42
                                                                     ----------  ----------    ----------  ----------
Consolidated revenues and net investment gains and
   losses for continuing operations...............................   $   (2,498) $   (4,617)   $   (5,438) $    4,736
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------

Income (loss) from continuing operations before
   income taxes:
Life insurance and annuities (1)..................................   $   (2,988) $   (4,329)   $   (6,952) $   (1,082)
Venture capital and consulting....................................         (380)     (1,345)       (1,264)      2,723
                                                                     ----------  ----------    ----------  ----------
                                                                         (3,368)     (5,674)       (8,216)      1,641
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................           31          13            83          42
Corporate expenses................................................         (576)       (688)       (1,985)     (2,773)
Interest expense..................................................            -           -             -        (676)
                                                                     ----------  ----------    ----------  ----------
Consolidated loss from continuing operations
   before income taxes............................................   $   (3,913) $   (6,349)   $  (10,118) $   (1,766)
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
<FN>
(1)    Netted against the revenues  (investment  income) of the life insurance and annuities  segment are management
       fees paid to BCM (discontinued operations) of $0 in the third quarter of 2003, and $5,000 in the first nine
       months of 2003.
</FN>
</TABLE>

                                       20
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     During the three months  ended  September  30, 2004,  assets in the venture
capital and consulting  segment  decreased by $608,000 from $665,000 to $57,000,
primarily due to the sale of $565,000 of trading securities.

     During the first nine  months of 2004,  assets in the  venture  capital and
consulting segment decreased by $3,385,000 from $3,442,000 to $57,000, primarily
due to the sale of $3,396,000 of trading securities.


                                       21
<PAGE>



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

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

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated  financial  statements,  and the notes  thereto,  included  in this
quarterly  report,  and the  December 31, 2003  audited  consolidated  financial
statements,  and the notes thereto,  included in our Annual Report on Form 10-K,
filed  with the SEC on March 10,  2004.  The  unaudited  condensed  consolidated
financial statements are prepared in accordance with U.S. GAAP. This item should
also be read in  conjunction  with the  "Forward-Looking  Statements and Factors
That May  Affect  Future  Results"  which are set  forth  below and in our other
filings with the SEC.

Forward-Looking Statements and Factors That May Affect Future Results

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

     Factors   that  could  cause  or   contribute   to   deviations   from  the
forward-looking statements include those discussed in this section, elsewhere in
this report and in our other filings with the SEC. The factors include,  but are
not limited to, (i) the risks described in Item 3 "Quantitative  and Qualitative
Disclosures  About Market Risk," (ii)  variations in demand for our products and
services,  (iii) the success of our new products and services  (iv)  significant
changes in net cash flows in or out of our businesses,  (v)  fluctuations in the
performance of debt and equity markets worldwide,  (vi) the enactment of adverse
state,  federal  or  foreign  regulation  or  changes  in  government  policy or
regulation (including accounting standards) affecting our operations,  (vii) the
effect of  economic  conditions  and  interest  rates in the U.S.,  the U.K.  or
internationally,  (viii)  the  ability of our  subsidiaries  to compete in their
respective businesses, (ix) our ability to attract and retain key personnel, and
(x) actions by governmental authorities that regulate our businesses,  including
insurance commissions.


                                       22
<PAGE>





RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Life Insurance and Annuities

     Certain  information  regarding our life insurance and annuities  segment's
results of operations is as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
                                                                                     (In thousands)
Revenues and net investment gains (losses):
<S>                                                                  <C>         <C>           <C>         <C>
Investment income.................................................   $      311  $      420    $      964  $    1,450
Insurance policy charges..........................................            -           2             3           6
Net realized investment gains (losses)............................        3,434      (1,313)        2,273     (37,486)
Change in net unrealized investment gains and losses on
   trading securities.............................................       (6,171)     (2,737)       (8,422)     37,178
                                                                     ----------  ----------    ----------  ----------
Total revenues and net investment gains (losses)..................       (2,426)     (3,628)       (5,182)      1,148

Expenses:
Amounts credited on insurance policyholder accounts...............          326         463         1,043       1,509
General and administrative expenses...............................          236         238           727         721
                                                                     ----------  ----------    ----------  ----------
Total expenses....................................................          562         701         1,770       2,230
                                                                     ----------  ----------    ----------  ----------
Loss from continuing operations before
   income taxes...................................................   $   (2,988) $   (4,329)   $   (6,952) $   (1,082)
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
</TABLE>

     As previously  disclosed in our 2002 and 2003 Annual  Reports on Form 10-K,
during 2002, our primary  insurance  company,  LPLA, was placed under regulatory
control and  rehabilitation  based on LPLA's statutory capital and surplus as of
June 30, 2002. On July 2, 2002, we announced that further  declines in the value
of LPLA's investment portfolio,  due to persistent negative events in the equity
and bond markets, continued to erode significantly the statutory capital of LPLA
and that we were unsuccessful in concluding a transaction to enhance the capital
of LPLA. As a consequence,  LPLA discontinued the issuance of new policies as of
July 2, 2002. Although the statutory capital of our Jersey insurance subsidiary,
LPAL, was not affected by the adverse equity and bond markets to the same extent
as the statutory  capital of LPLA,  we also  announced on July 2, 2002 that LPAL
would discontinue  writing new policies effective  immediately.  The decision to
discontinue  the  issuance of new  policies  through  LPAL was made to avoid the
increased capital requirements created by additional  policyholder  liabilities.
Subsequent to this announcement and other announcements  relating to the Company
and LPLA, LPAL policy surrenders increased  substantially.  Approximately 84% of
LPAL's $140.2 million in policyholder  liabilities as of June 30, 2002 have been
surrendered or have matured as of September 30, 2004.  Policyholder  liabilities
as of September 30, 2004 were $22.1 million.

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

Third quarter of 2004 compared to third quarter of 2003

     In the third quarter of 2004,  LPAL  contributed a loss before income taxes
of $3.0 million to our overall loss from  continuing  operations  before  income
taxes,  compared  to a loss  before  income  taxes of $4.3  million in the third
quarter of 2003. Net realized investment gains in the third quarter of 2004 were
$3.4 million compared to net realized  investment  losses of $1.3 million in the
third  quarter of 2003.  The loss from the change in net  unrealized  investment
gains and losses was $6.2  million in the third  quarter of 2004,  compared to a
loss of $2.7 million in the third quarter of 2003. In the third quarter of 2004,
the spread between investment income and amounts credited to policyholders,  and
general and administrative expenses remained flat, each as compared to the third
quarter of 2003.

                                       23
<PAGE>


     LPAL did not  generate  any  premiums  during the third  quarter of 2004 or
2003. LPAL discontinued  selling new policies on July 2, 2002 as a result of the
events described above.

     Interest and dividend  income on investments  was $0.3 million in the third
quarter of 2004,  compared with $0.4 million in the third quarter of 2003.  This
$0.1 million  decrease was  primarily  due to the decline in the level of LPAL's
corporate  bond   investments,   which  was  consistent   with  the  decline  in
policyholder liabilities since the third quarter of 2003.

     During the third  quarter of 2004,  LPAL used $1.8  million of cash to meet
its policy  maturities and  redemptions,  and received cash of $3.9 million from
the sale of listed  equities and $1.7 million  from bond  maturities.  Following
this net increase in cash, and further  expected bond  realizations  required to
meet fourth quarter 2004 policy  maturities,  interest  income is expected to be
approximately $1.3 million for the full year 2004,  compared to $1.8 million for
the full year 2003.

     Policyholder  liabilities  as of September  30, 2004 were $22.1  million of
which $2.2 million is scheduled to mature during the  remaining  three months of
2004. LPAL expects to meet these maturities by a combination of cash held at the
beginning  of October  2004 of $7.6  million,  amounts due from  brokers of $4.3
million,  and estimated bond interest to be received  during the remaining three
months of 2004 of $0.4  million.  In the  absence  of  significant  redemptions,
policyholder  liabilities are projected to be approximately $20.0 million at the
end of 2004.  Investment income should equal  approximately 95% of the projected
$0.3 million to be credited to policies,  and operating expenses are expected to
be approximately $0.2 million, both during the remaining three months of 2004.

     Net  investment  losses  totaled $2.7 million in the third quarter of 2004,
compared to net investment  losses of $4.0 million in the third quarter of 2003.
Net  investment  losses  in the third  quarter  of 2004  were  comprised  of net
realized  investment  gains of $3.4  million and $6.1 million in losses from the
change in net realized gains and losses on the listed equity  securities held in
the trading portfolio.  The trading portfolio decreased from $10.3 million as of
June 30, 2004 to $0.4 million as of September 30, 2004.  LPAL sold its remaining
Packeteer,  Inc. holding during the third quarter of 2004, which resulted in net
realized  gains of $3.7  million  based on an  aggregate  original  cost of $3.5
million.  During the third quarter of 2004, one of LPAL's trading  positions was
acquired by a larger  listed  company,  in exchange for $0.3 million of stock in
the acquiring  company,  which resulted in a realized loss of $0.3 million based
on an original cost of $0.6 million.

     Due to the  substantial  decrease in LPAL's listed  equity  portfolio as of
September  30, 2004,  fluctuations  in the market value of LPAL's  listed equity
holdings will no longer have a significant impact on LPAL's financial results.

     Total invested assets  decreased to $35.0 million as of September 30, 2004,
compared to $39.4 million as of June 30, 2004  primarily  due to net  investment
losses of $2.7 million and policyholder benefits paid of $1.8 million during the
third quarter of 2004. On total average  invested assets in the third quarter of
2004, the average annualized net return,  including both realized and unrealized
investment  gains and  losses,  was  -28.3%,  compared  with -29.3% in the third
quarter of 2003.

     Amounts credited on policyholder  accounts decreased by $0.2 million in the
third quarter of 2004 to $0.3  million,  compared with $0.5 million in the third
quarter of 2003. The decrease was primarily due to policy  maturities  since the
third quarter of 2003.  The average rate credited to  policyholders  was 5.5% in
the third quarter of 2004, compared with 5.8% in the third quarter of 2003.

First nine months of 2004 compared to first nine months of 2003

     In the first nine months of 2004,  LPAL  contributed  a loss before  income
taxes of $7.0  million to our overall  loss from  continuing  operations  before
income  taxes,  compared to a loss before  income  taxes of $1.1  million in the
first  nine  months of 2003.  Net  realized  investment  gains in the first nine
months of 2004 were $2.3 million compared to net realized  investment  losses of
$37.5 million in the first nine months of 2003.  The loss from the change in net
unrealized investment gains and losses was $8.4 million in the first nine months
of 2004,  compared to a gain of $37.2  million in the first nine months of 2003.
In the first nine  months of 2004,  the

                                       24
<PAGE>



spread between  investment  income and amounts  credited to  policyholders,  and
general and administrative expenses remained flat, each as compared to the first
nine months of 2003.

     LPAL did not generate any premiums  during the first nine months of 2004 or
2003. LPAL discontinued  selling new policies on July 2, 2002 as a result of the
events described above.

     Interest and dividend  income on investments  was $1.0 million in the first
nine  months of 2004,  compared  with $1.5  million in the first nine  months of
2003.  This $0.5 million  decrease was primarily due to the decline in the level
of LPAL's corporate bond  investments,  which was consistent with the decline in
policyholder liabilities since September 30, 2003.

     Net  investment  losses  totaled  $6.1  million in the first nine months of
2004, compared to net investment losses of $0.3 million in the first nine months
of 2003. Net  investment  losses in the first nine months of 2004 were comprised
of net realized investment gains of $2.3 million and $8.4 million in losses from
the change in net realized gains and losses on the listed equity securities held
in the trading portfolio.  The trading portfolio decreased from $13.5 million as
of December  31, 2003 to $0.4 million as of  September  30, 2004.  LPAL sold its
remaining  Packeteer,  Inc.  holding during the first nine months of 2004, which
resulted in net realized  gains of $4.9 million  based on an aggregate  original
cost  of  $4.4  million.   These  realized   gains  were  partially   offset  by
other-than-temporary  impairment  charges on one private equity security holding
totaling  $2.3  million and one of LPAL's  trading  positions  was acquired by a
larger  listed  company,  in exchange for $0.3 million of stock in the acquiring
company,  which resulted in a realized loss of $0.3 million based on an original
cost of $0.6 million.

     Total invested assets  decreased to $35.0 million as of September 30, 2004,
compared to $47.9 million as of December 31, 2003 primarily due to  policyholder
benefits paid of $7.3 million and net  investment  losses of $6.1 million during
the first nine months of 2004.  On total  average  invested  assets in the first
nine months of 2004, the average annualized net return,  including both realized
and unrealized  investment gains and losses,  was -17.8%,  compared with 3.0% in
the first nine months of 2003.

     Amounts credited on policyholder  accounts decreased by $0.5 million in the
first nine months of 2004 to $1.0  million,  compared  with $1.5  million in the
first nine months of 2003.  The decrease was primarily due to policy  maturities
since September 30, 2003. The average rate credited to policyholders was 5.5% in
the first nine  months of 2004,  compared  with 5.9% in the first nine months of
2003.

Venture Capital and Consulting

     Certain information  regarding our venture capital and consulting segment's
results of operations is as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Nine Months Ended
                                                                          September 30,            September 30,
                                                                     ----------------------    ----------------------
                                                                        2004        2003          2004        2003
                                                                     ----------  ----------    ----------  ----------
                                                                                     (In thousands)
Revenues and net investment gains (losses):
<S>                                                                  <C>         <C>           <C>         <C>
Consulting fees...................................................   $      130  $        -    $      310  $        -
Net realized investment gains (losses)............................          237         473         2,010      (2,626)
Change in net unrealized investment gains and losses on
   trading securities.............................................         (470)     (1,475)       (2,659)      6,172
                                                                     ----------  ----------    ----------  ----------
Total revenues and net investment gains (losses)..................         (103)     (1,002)         (339)      3,546

Operating expenses................................................          277         343           925         823
                                                                     ----------  ----------    ----------  ----------
Income (loss) from continuing operations before
   income taxes...................................................   $     (380) $   (1,345)   $   (1,264) $    2,723
                                                                     ----------  ----------    ----------  ----------
                                                                     ----------  ----------    ----------  ----------
</TABLE>

                                       25
<PAGE>

Third quarter of 2004 compared to third quarter of 2003

     In the third quarter of 2004, the venture  capital and  consulting  segment
contributed  a loss before income taxes of $0.4 million to our overall loss from
continuing  operations  before  income  taxes,  compared to a loss before income
taxes of $1.3 million in the third  quarter of 2003.  The losses in both periods
were attributable  primarily to net realized and unrealized investment losses on
listed equity securities.  These positions in listed equity securities  resulted
from  privately  held  technology  companies,  in which the venture  capital and
consulting  segment had an equity interest,  completing initial public offerings
or being acquired by publicly traded companies in stock-for-stock acquisitions.

     The change in net unrealized  gains and losses in the listed equity trading
portfolio during the third quarter of 2004 was a loss of $0.5 million, which was
partially  offset by net realized gains of $0.2 million.  The trading  portfolio
decreased from $0.7 million as of June 30, 2004 to $0.05 million as of September
30, 2004. We sold our remaining holding in Packeteer,  Inc. in the third quarter
of 2004  which  resulted  in net  realized  gains  of $0.2  million  based on an
aggregate original cost of $0.1 million. All intersegmental investment gains and
losses have been eliminated in our consolidated statements of income.

     The venture  capital  segment  began earning fee income once again in 2004.
The segment earned  consulting fees of $130,000 in the third quarter of 2004, by
advising a small number of North American technology companies.  Typically, BICC
seeks a monthly  retainer from its North  American  private  technology  company
clients for its consulting  work,  and in some cases,  it may receive a "success
fee" upon successful completion of an assignment.

     Operating  expenses  in the third  quarter  of 2004  remained  flat at $0.3
million, compared to the third quarter of 2003.

First nine months of 2004 compared to first nine months of 2003

     In the first  nine  months of 2004,  the  venture  capital  and  consulting
segment  contributed  a loss before  income taxes of $1.3 million to our overall
loss from continuing  operations before income taxes,  compared to income before
income  taxes of $2.7  million in the first nine months of 2003.  The results in
both  periods  were  attributable  primarily  to  net  realized  and  unrealized
investment gains and losses on listed equity securities.

     The change in net unrealized  gains and losses in the listed equity trading
portfolio during the first nine months of 2004 was a loss of $2.6 million, which
was  partially  offset  by net  realized  gains  of $2.0  million.  The  trading
portfolio  decreased  from $3.4 million as of December 31, 2003 to $0.05 million
as of September 30, 2004. We sold most of our trading positions during the first
nine months of 2004,  which resulted in net realized gains of $1.9 million based
on an aggregate  original cost of $0.8 million.  All  intersegmental  investment
gains and losses have been eliminated in our consolidated statements of income.

     The venture  capital  segment  began earning fee income once again in 2004.
The segment earned  consulting fees of $310,000 in the first nine months of 2004
by advising a small number of North American technology companies.

     Operating  expenses  in the first  nine  months of 2004 were $0.9  million,
compared  to $0.8  million in the first nine  months of 2003.  The $0.1  million
increase was attributable  primarily to additional  staff costs,  reflecting the
additional resources required to redevelop our venture capital business.

Corporate and Other

Third quarter of 2004 compared to third quarter of 2003

     Corporate  expenses  decreased by $0.1 million to $0.6 million in the third
quarter of 2004, as compared to $0.7 million in the third quarter of 2003.  This
decrease was primarily due to lower facilities costs, professional services fees
and insurance costs.

                                       26
<PAGE>

     Since we fully repaid and terminated our bank facility during June 2003, we
did not incur any interest expense in the third quarters of 2004 and 2003.

First nine months of 2004 compared to first nine months of 2003

     Corporate  expenses  decreased by $0.8 million to $2.0 million in the first
nine months of 2004,  as  compared to $2.8  million for the first nine months of
2003. This decrease was primarily due to lower  facilities  costs,  professional
services fees and insurance costs.

     Since we fully repaid and terminated our bank facility during June 2003, we
did not incur any interest expense in the first nine months of 2004, compared to
$0.7 million in the first nine months of 2003.

Consolidated Loss from Continuing Operations Before Income Taxes

Third quarter of 2004 compared to third quarter of 2003

     Our consolidated  loss from continuing  operations  before income taxes was
$3.9 million in the third quarter of 2004, compared to a loss of $6.3 million in
the third quarter of 2003. This lower loss was primarily due to net realized and
unrealized  investment  losses of $3.0  million  in the third  quarter  of 2004,
compared to net  realized  and  unrealized  losses of $5.1  million in the third
quarter of 2003.

     Following the sale of our remaining  435,000  shares in Packeteer,  Inc. on
September  30,  2004,  volatility  in the market  prices of our  remaining  $0.4
million in listed equity  holdings will have a  significantly  reduced impact on
our  consolidated  income  before  income  taxes  in  future  periods.  However,
other-than-temporary  impairments of our private equity securities  primarily in
the technology  sector could materially  affect our  consolidated  income before
income taxes in future periods.

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

First nine months of 2004 compared to first nine months of 2003

     The consolidated  loss from continuing  operations  before income taxes was
$10.1  million  in the first  nine  months of 2004,  compared  to a loss of $1.8
million in the first nine months of 2003. This dramatic change was primarily due
to net realized and  unrealized  investment  losses of $6.8 million in the first
nine months of 2004, compared to net realized and unrealized investment gains of
$3.2 million in the first nine months of 2003.

Income Taxes

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

Third quarter of 2004 (continuing operations)

     No tax  expense  or  benefits  are  applicable  to our  Group for the third
quarter of 2004.  Losses were  contributed  by our combined  Jersey and Guernsey
operations,  primarily consisting of net unrealized  investment losses for which
no tax  benefits  will be  realized.  Losses were also  contributed  by our U.S.
subsidiaries  during the period;  however,  we did not  recognize  any U.S.  tax
benefits  due to the 100%  valuation  allowances  that we have  provided for all
deferred tax assets.

                                       27
<PAGE>





First nine months of 2004 (continuing operations)

     The $0.3  million  tax expense for the first nine months of 2004 is largely
our estimated  California  tax  liability  related to tax years 1998 and 1999 as
described in Note 8 to the Unaudited Condensed Consolidated Financial Statements
in Part I, Item 1.  Other  than  $7,000  of tax  expense  recorded  in the first
quarter of 2004 primarily  representing  minimum  California taxes, no other tax
expense or benefits are  applicable  to our Group for this  period.  Losses were
contributed by our Jersey and Guernsey  operations,  primarily consisting of net
realized and  unrealized  investment  losses for which no tax  benefits  will be
realized.  Losses were also  contributed  by our U.S.  subsidiaries  during this
period;  however,  we did not  recognize  any U.S.  tax benefits due to the 100%
valuation allowances that we have provided for all deferred tax assets.

Discontinued Operations

Third quarter of 2004 compared to third quarter of 2003

     There were no results to report for  discontinued  operations for the third
quarter of 2004, as we completed the sales of BCM and LPA in the second  quarter
of 2003. For further  information,  see Note 3 "Discontinued  Operations" to the
Unaudited Condensed Consolidated Financial Statements in Part I, Item 1.

First nine months of 2004 compared to first nine months of 2003

     There were no results to report for  discontinued  operations for the first
nine  months of 2004,  as we  completed  the sales of BCM and LPA in the  second
quarter of 2003.

     Our  consolidated  income  statement  for the  first  nine  months  of 2003
includes  the results of  discontinued  operations  for the first four months of
2003,  in the case of BCM, and for the first five months of 2003, in the case of
LPA.


CRITICAL ACCOUNTING POLICIES

     Management has identified those accounting policies that are most important
to the accurate  portrayal of our financial  condition and results of operations
and that require management's most complex or subjective  judgments,  often as a
result of the need to make  estimates  about  the  effect  of  matters  that are
inherently  uncertain.  These most critical  accounting  policies pertain to our
investments,  life insurance policy liabilities and contingent  liabilities.  In
addition,   for  2003,  our  accounting   policies  relating  to  consolidation,
deconsolidation  and  the  reporting  of  discontinued  operations  became  very
important to the portrayal of our financial condition and results of operations.
These critical accounting policies are described below.

Determination of Fair Values of Investments

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

     We  hold  investments  in  privately  held  equity  securities,   primarily
convertible  preferred  stock in venture  capital  companies  doing  business in
various segments of technology  industries.  Venture capital  investing  entails
making  investments in companies  that are  developing  products or services for
large  emerging  markets  with the  belief  that  these  investments  will yield
superior  returns if these  companies  are  successful.  These  investments  are
normally held for a number of years. When we make these investments, most of the
companies  are still  developing  the products they intend to bring to market or
are in the early stages of product  sales.  Venture  capital  companies  are net
consumers of cash and often dependent upon additional financing to execute their
business plans.  These  investments  involve  substantial risk and the companies
generally  lack  meaningful  historical  financial  results used in  traditional
valuation  models.  The process of pricing  these  securities  range from fierce
competitive  bidding  between  financial   institutions  to  existing  investors
negotiating  prices  with  the  company  without  outside  investor  validation.
Investments  in  convertible   preferred   stock  come

                                       28
<PAGE>

with  rights  that vary  dramatically  both from  company to company and between
rounds  of  financing   within  the  same  company.   These   rights,   such  as
anti-dilution,  redemption,  liquidation  preferences  and  participation,  bear
directly on the price an investor is willing to pay for a security.  The returns
on these  investments are generally  realized through an initial public offering
of the company's shares or, more commonly,  through the company's acquisition by
a public company.

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

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

Other-than-temporary Impairments

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

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

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

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

                                       29
<PAGE>


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

Life Insurance Policy Liabilities

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

Contingent Liabilities

     As  discussed  above  in  Note 8  "Commitments  and  Contingencies"  to our
unaudited  condensed  consolidated  financial  statements,  we are  involved  in
various  matters  that may or may not result in a loss to the Group.  We account
for contingent  liabilities in accordance with Statement of Financial Accounting
Standards No. 5, "Accounting for Contingencies." As such, in situations where we
believe that a loss is probable and where we can reasonably  estimate the amount
of the loss, we will recognize that estimated loss in our financial  statements.
Because of the  uncertainties  that exist,  we cannot predict the outcome of the
pending  matters with  certainty.  Actual results may differ from our estimates,
and the ultimate outcome of these matters could have a significant impact on our
results of operations and financial position.

Consolidation, Deconsolidation and Reporting of Discontinued Operations

     Our  unaudited  condensed  consolidated  financial  statements  include the
accounts of the Company,  its  subsidiaries  (with the  exception of BCM and LPA
which were  deconsolidated  during the first half of 2003, as discussed  below),
the  Employee  Share  Option  Trust  and the  Agent  Loyalty  Opportunity  Trust
(collectively, the "Group"). Significant subsidiaries included in the continuing
operations  of the Group and  discussed in this report  include  London  Pacific
Assurance  Limited  and  Berkeley   International   Capital   Corporation.   All
intercompany  transactions and balances are eliminated in  consolidation  except
for intercompany  transactions  between continuing and discontinued  operations.
Our  unaudited  condensed   consolidated   balance  sheet  is  presented  in  an
unclassified  format  as  the  majority  of the  Group's  assets  relate  to its
continuing life insurance and annuities business.

     In  accordance  with SFAS 144, if a long-lived  asset or  "component  of an
entity" (a  reportable  segment,  an  operating  segment,  a reporting  unit,  a
subsidiary or an asset group) is disposed of by sale or by abandonment, then the
results of  operations  of that  component  of an entity  shall be  reported  in
discontinued  operations  if both of the following  conditions  are met: (i) the
operations and cash flows of the component have been eliminated from the ongoing
operations  of the  entity,  and (ii) the entity  will not have any  significant
continuing involvement in the operations of the component.

     Due to the sale of both BCM and LPA during the second  quarter of 2003,  we
report the results of  operations  in the income  statement  under  discontinued
operations  for the prior  period.  We do not  expect to  receive  any  material
amounts of income, including earnouts related to the sale of LPA, from our asset
management or financial advisory services segments in the foreseeable future.


Liquidity and Capital Resources

     Our cash and cash  equivalents  increased  during the first nine  months of
2004 by  $3.9  million  to  $18.3  million.  This  increase  in  cash  and  cash
equivalents  resulted  from $5.1  million and $6.1  million of cash  provided by
investing activities and operating activities, respectively, partially offset by
$7.3 million of cash used in financing  activities.  Cash  provided by investing
activities primarily related to the maturity of corporate bonds

                                       30
<PAGE>


held by LPAL. Cash provided by operating  activities primarily resulted from the
sale of  trading  securities.  Cash  used in  financing  activities  related  to
insurance policyholder benefits paid by LPAL. As of September 30, 2004, our cash
and cash  equivalents,  excluding  the amount  held by LPAL,  amounted  to $10.8
million,  an increase of $0.2 million from December 31, 2003.  Excluding  LPAL's
investments,  we also held $0.05 million of listed equity securities which could
be sold within a short period of time as of September 30, 2004, compared to $3.4
million as of December 31, 2003.

     Shareholders'  equity  decreased  during the first  nine  months of 2004 by
$10.4  million  from $34.9  million at  December  31,  2003 to $24.5  million at
September  30,  2004,  primarily  due to the net  loss for the  period  of $10.4
million.  As of September  30, 2004 and December 31, 2003,  $63.6 million of our
Ordinary  Shares,  at cost, held by the employee benefit trusts have been netted
against shareholders' equity.

     As discussed  above in "Results of  Operations  by Business  Segment - Life
Insurance and Annuities," LPAL  discontinued  issuing new policies in July 2002.
During the first nine months of 2004,  LPAL  continued  to service its  existing
policyholders.  During this period,  policy surrenders  totaled $0.4 million and
policy  maturities  totaled $6.3 million.  Policyholder  liabilities  were $22.1
million as of September  30, 2004,  compared to $28.1 million as of December 31,
2003. We do not expect significant surrender activity during the remaining three
months of 2004; however,  approximately $2.2 million of policyholder liabilities
are scheduled to mature during this period. LPAL has sufficient liquid resources
to fund  these  maturities.  As of  September  30,  2004,  LPAL had cash of $7.6
million and amounts due from brokers of $4.3 million.

     LPAL's $22.1 million in  policyholder  liabilities  will continue to mature
over the next several years. As of September 30, 2004,  LPAL's  corporate bonds,
cash,  broker  receivables and accrued  interest  totaled $32.7 million,  listed
equity  securities  were  $0.4  million  and the book  value of  private  equity
securities was $1.8 million.  Following the sale of LPAL's remaining  Packeteer,
Inc. common stock holding during the first nine months of 2004,  fluctuations in
the  market  value of LPAL's  listed  equity  securities  will no longer  have a
significant impact on LPAL's required statutory capital level.

     As of September 30, 2004, we had no bank borrowings, guarantee obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

     As  of  September  30,  2004,  we  had  $10.8  million  of  cash  and  cash
equivalents, excluding cash held by our life insurance and annuities segment. We
believe that this cash balance is  sufficient  to fund our  operations  (venture
capital and corporate activities) over at least the next 12 months.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

     For LPAL's business,  the amount of policyholder  liabilities is unaffected
by  changes in  interest  rates.  Given the  existing  policy and bond  maturity
profiles,  and that bonds will  generally  be held to maturity  and early policy
redemptions  are protected by a market value  adjustment and surrender  penalty,
the bonds and policies carry minimal interest rate risk.  Interest income earned
on excess cash is expected  to yield less than $0.2  million  during the next 12
months.  Movements in market interest rates will not have any material impact on
this amount.

                                       31
<PAGE>

Equity Price Risk

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

     Prior to September  30, 2004,  we held levels of listed  equity  securities
which exposed us to  significant  equity price risk and resulting  volatility in
our  reported  earnings.  Subsequent  to the sale of our  remaining  holding  in
Packeteer,  Inc.  common  stock on September  30, 2004,  the market value of our
listed equity trading portfolio is now only $0.4 million.  At this level,  there
is greatly reduced equity price risk and fluctuations in the market value of our
listed equity  securities  should not have a material  impact on our earnings in
future  periods.  If the  fair  value of our  listed  equity  securities,  as of
September  30, 2004 and December 31, 2003,  which totaled $0.4 million and $16.9
million,  respectively,  had  abruptly  increased  or decreased by 50%, the fair
value of our listed equity  portfolio  would have increased or decreased by $0.2
million and $8.5 million, respectively.

     As of September 30, 2004, we held $1.8 million in private  corporate equity
securities  of  technology  companies  for which  liquid  markets  do not exist.
Private equity prices do not fluctuate directly with public equity markets,  but
significant  market  movements  may  trigger a review  for  other-than-temporary
adjustment of the carrying  values of our private equity  securities.  The risks
inherent in these private equity  investments  relate primarily to the viability
of the  investee  companies.  We try to mitigate  these  risks in various  ways,
including performing extensive due diligence prior to making an investment,  and
regularly reviewing the progress of the investee companies.


Item 4.   CONTROLS AND PROCEDURES

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

     As of the end of the period covered by this quarterly  report on Form 10-Q,
we carried out an evaluation,  under the supervision and with the  participation
of our  management,  including our chief  executive  officer and chief financial
officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures.  Based on such evaluation,  our chief executive officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
required to be included in our periodic SEC filings.

     There have been no significant changes in our internal controls or in other
factors that could  materially  affect the internal  controls  subsequent to the
date of their  evaluation in connection  with the  preparation of this quarterly
report on Form 10-Q.

                                       32
<PAGE>


                           PART II - OTHER INFORMATION


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

     On August 4, 2004, we held our annual general  meeting of the  shareholders
where the following matters were submitted to a vote and approved:

     (1)  To receive the report of the directors  and the  financial  statements
          for the year ended December 31, 2003,  together with the report of the
          independent auditors thereon; votes received for: 36,509,172, against:
          56,229. There were 36,510 abstentions.

     (2)  For the  re-election of one director,  The Viscount  Trenchard;  votes
          received  for:  36,343,837,   against:   190,364.  There  were  67,710
          abstentions.  Directors whose term of office  continued,  and who were
          not up for  re-election  at this annual general  meeting,  include Mr.
          Arthur I. Trueger, Mr. Victor A. Hebert, Mr. Harold E. Hughes, Jr. and
          Mr. John Clennett.

     (3)  To  re-appoint  BDO  Stoy  Hayward,   LLP  and  BDO  Seidman,  LLP  as
          independent  auditors of the Company and to authorize the directors to
          fix their  remuneration;  votes  received  for:  36,379,692,  against:
          148,559. There were 73,660 abstentions.


Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)EXHIBITS

     The following exhibits are filed herewith:

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

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

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

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

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


(b)    REPORTS ON FORM 8-K:

     We filed one current report on Form 8-K during the third quarter of 2004 as
follows:

     (1)  The Form 8-K filed on August 5, 2004 announcing our financial  results
          for the quarter ended June 30, 2004.

                                       33
<PAGE>

                                    SIGNATURE


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



                                  BERKELEY TECHNOLOGY LIMITED
                                  (Registrant)

Date:  November 2, 2004           By:    /s/  Ian K. Whitehead

                                  Ian K. Whitehead
                                  Chief Financial Officer

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



                                       34
<PAGE>





                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

               EXHIBIT INDEX FOR THE QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2004

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

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

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

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

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




                                       35