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 June 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 August 5, 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>
                                                                                                       Page
<S>                                                                                                    <C>
Item 1.    Financial Statements:

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

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

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

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

           Unaudited Consolidated Statements of Comprehensive Income for the three and six months
               ended June 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....  21

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

Item 4.    Controls and Procedures..................................................................  32
</TABLE>


                                     PART II

                                OTHER INFORMATION
<TABLE>
<CAPTION>
<S>                                                                                                   <C>
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>
                                                                                           June 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: $22,349 and $25,403
       as of June 30, 2004 and December 31, 2003, respectively)...................       $    22,223  $    25,393
   Equity securities:
     Trading, at fair value (cost: $3,354 and $4,544 as of June 30, 2004
       and December 31, 2003, respectively).......................................            10,950       16,882
     Available-for-sale, at estimated fair value (cost: $1,850 and $4,262
       as of June 30, 2004 and December 31, 2003, respectively)...................             1,850        4,262
                                                                                         -----------  -----------
Total investments.................................................................            35,023(1)    46,537

Cash and cash equivalents.........................................................            14,741(1)    14,408
Cash held in escrow...............................................................             1,002          999
Accrued investment income.........................................................               577          926
Other assets......................................................................             1,499          643
                                                                                         -----------  -----------
Total assets......................................................................       $    52,842  $    63,513
                                                                                         -----------  -----------
                                                                                         -----------  -----------
                        LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Life insurance policy liabilities.................................................       $    23,563  $    28,054
Accounts payable and accruals.....................................................               965          562
                                                                                         -----------  -----------
Total liabilities.................................................................            24,528       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 June 30, 2004 and
   December 31, 2003..............................................................             3,222        3,222
Additional paid-in capital........................................................            68,615       68,615
Retained earnings.................................................................            20,575       27,070
Employee benefit trusts, at cost (13,684,881 shares as of June 30, 2004
   and December 31, 2003).........................................................           (63,571)     (63,571)
Accumulated other comprehensive loss..............................................              (527)        (439)
                                                                                         -----------  -----------
Total shareholders' equity........................................................            28,314       34,897
                                                                                         -----------  -----------
Total liabilities and shareholders' equity........................................       $    52,842  $    63,513
                                                                                         -----------  -----------
                                                                                         -----------  -----------
<FN>
(1) Includes  $34,359 of investments  and $3,348 of cash and cash  equivalents in the Company's  insurance  subsidiary
    (London Pacific Assurance  Limited  ("LPAL"))  which are not currently  available to fund the operations or commitments
    of the Company or its other subsidiaries.
</FN>
</TABLE>

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

                                       3
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

Revenues:
<S>                                                                         <C>          <C>          <C>          <C>
Investment income.................................................          $       334  $       528  $       691  $     1,059
Insurance policy charges..........................................                    1            -            3            4
Consulting and other fee income...................................                   97            -          194            -
Net realized investment gains (losses)............................                1,557       (6,825)         913      (14,149)
Change in net unrealized investment gains and losses
   on trading securities..........................................                   92       14,126       (4,741)      22,439
                                                                            -----------  -----------  -----------  -----------
                                                                                  2,081        7,829       (2,940)       9,353
Expenses:
Amounts credited on insurance policyholder accounts...............                  333          527          717        1,046
Operating expenses................................................                1,270        1,314        2,548        3,048
Interest expense..................................................                    -          540            -          676
                                                                            -----------  -----------  -----------  -----------
                                                                                  1,603        2,381        3,265        4,770
                                                                            -----------  -----------  -----------  -----------
Income (loss) from continuing operations before
   income tax expense.............................................                  478        5,448       (6,205)       4,583

Income tax expense................................................                  283            5          290           12
                                                                            -----------  -----------  -----------  -----------
Income (loss) from continuing operations..........................                  195        5,443       (6,495)       4,571

Discontinued operations:
Loss from discontinued operations, net of income
   tax expense (benefit) of $0, $(3), $0 and $2, respectively.....                    -         (776)           -       (1,758)
Income on disposal of discontinued operations, net of
   income tax expense of $0, $36, $0 and $36, respectively........                    -       11,685            -       11,685
                                                                            -----------  -----------  -----------  -----------
Income on discontinued operations.................................                    -       10,909            -        9,927
                                                                            -----------  -----------  -----------  -----------
Net income (loss).................................................          $       195  $    16,352  $    (6,495) $    14,498
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
</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          Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
Basic earnings (loss) per share and ADS:

Basic earnings (loss) per share:
<S>                                                                         <C>          <C>          <C>          <C>
Continuing operations.............................................          $      0.00  $      0.11  $     (0.13) $      0.09
Discontinued operations...........................................                    -         0.21            -         0.20
                                                                            -----------  -----------  -----------  -----------
                                                                            $      0.00  $      0.32  $     (0.13) $      0.29
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
Basic earnings (loss) per ADS:
Continuing operations.............................................          $      0.04  $      1.07  $     (1.28) $      0.90
Discontinued operations...........................................                    -         2.15            -         1.96
                                                                            -----------  -----------  -----------  -----------
                                                                            $      0.04  $      3.22  $     (1.28) $      2.86
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------

Diluted earnings (loss) per share and ADS:

Diluted earnings (loss) per share:
Continuing operations.............................................          $      0.00  $      0.11  $     (0.13) $      0.09
Discontinued operations...........................................                    -         0.21            -         0.19
                                                                            -----------  -----------  -----------  -----------
                                                                            $      0.00  $      0.32  $     (0.13) $      0.28
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
Diluted earnings (loss) per ADS:
Continuing operations.............................................          $      0.04  $      1.06  $     (1.28) $      0.90
Discontinued operations...........................................                    -         2.13            -         1.95
                                                                            -----------  -----------  -----------  -----------
                                                                            $      0.04  $      3.19  $     (1.28) $      2.85
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
</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>
                                                                                             Six Months Ended
                                                                                                  June 30,
                                                                                         ------------------------
                                                                                            2004        2003 (1)
                                                                                         -----------  -----------

<S>                                                                                      <C>          <C>
Net cash provided by continuing operations........................................       $     2,736  $     8,367

Net cash used in discontinued operations..........................................                 -         (523)
                                                                                         -----------  -----------
Net cash provided by operating activities.........................................             2,736        7,844
                                                                                         -----------  -----------

Cash flows from investing activities:
Payment of guarantee obligations..................................................                 -      (10,836)
Purchases of available-for-sale fixed maturity securities.........................                 -       (3,591)
Purchases of available-for-sale equity securities.................................               (15)           -
Proceeds from sale and maturity of available-for-sale fixed maturity securities...             3,082       13,297
Proceeds from sale of available-for-sale equity securities........................                75            -
Proceeds from disposal of discontinued operations.................................                 -       15,010
Capital expenditures..............................................................                (4)          (2)
Other cash flows from investing activities........................................                (3)           -
                                                                                         -----------  -----------
Net cash provided by investing activities.........................................             3,135       13,878
                                                                                         -----------  -----------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................            (5,561)      (3,019)
Repayment of notes payable........................................................                 -       (9,314)
                                                                                         -----------  -----------
Net cash used in financing activities.............................................            (5,561)     (12,333)
                                                                                         -----------  -----------

Net increase in cash and cash equivalents.........................................               310        9,389
Cash and cash equivalents at beginning of period (2)..............................            14,408       15,308
Foreign currency translation adjustment...........................................                23          351
                                                                                         -----------  -----------
Cash and cash equivalents at end of period (2), (3)...............................       $    14,741  $    25,048
                                                                                         -----------  -----------
                                                                                         -----------  -----------

<FN>
(1) Reclassifications have been made to conform with the current period presentation.

(2) Amounts reflect continuing operations only.  Does not include $1,002 of cash held in escrow as of June 30, 2004.

(3) The amount for June 30, 2004  includes  $3,348 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........................        -           -          -     (6,495)         -          -     (6,495)
Change in net unrealized
   gains and losses on
   available-for-sale securities         -          -          -          -          -       (116)      (116)
Foreign currency translation
   adjustment...................         -          -          -          -          -         28         28
                                 --------- ---------- ---------- ---------- ---------- ---------- ----------
Balance as of June 30, 2004.....    64,439 $    3,222 $   68,615 $   20,575 $  (63,571)$     (527)$   28,314
                                 --------- ---------- ---------- ---------- ---------- ---------- ----------
                                 --------- ---------- ---------- ---------- ---------- ---------- ----------
</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         Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                               2004         2003         2004         2003
                                                                            -----------  -----------  -----------  -----------

<S>                                                                         <C>          <C>          <C>          <C>
Net income (loss).................................................          $       195  $    16,352  $    (6,495) $    14,498

Other comprehensive income, net of deferred
   income taxes:

Foreign currency translation adjustments, net of income
   taxes of $0....................................................                  (25)         126           28          102

Change in net unrealized gains and losses related to
   continuing operations:
   Unrealized holding gains and losses on available-for-sale
     securities...................................................                 (102)        (116)        (110)          18
   Reclassification adjustment for gains and losses included
     in net (income) loss.........................................                    -          231           (6)       1,231
   Deferred income taxes..........................................                    -            -            -            -

                                                                            -----------  -----------  -----------  -----------
Other comprehensive income (loss).................................                 (127)         241          (88)       1,351
                                                                            -----------  -----------  -----------  -----------
Comprehensive income (loss).......................................          $        68  $    16,593  $    (6,583) $    15,849
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------

</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
                                  JUNE 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.  For  further  information,  see  Note  3
"Discontinued Operations" below.

     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.  The Group is not aware of
any  unresolved  claims and currently  expects the full amount to be released to
the Group during  December 2004. The Group may also receive up to a further $8.0
million  cash  earnout  payment  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 payment will be
paid  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  earnout  payment.   For  further   information,   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  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.

                                       9
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     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 six month period ended June 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.

     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:


                                       10
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

                                                                               Three Months Ended         Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
                                                                             (In thousands, except per share and ADS amounts)

<S>                                                                         <C>          <C>          <C>          <C>
Net income (loss) as reported.....................................          $       195  $    16,352  $    (6,495) $    14,498
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)         (92)         (96)        (343)
                                                                            -----------  -----------  -----------  -----------

Pro forma net income (loss).......................................          $       148  $    16,260  $    (6,591) $    14,155
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------

Basic earnings (loss) per share:
As reported.......................................................          $      0.00  $      0.32  $     (0.13) $      0.29
Pro forma.........................................................                 0.00         0.32        (0.13)        0.28
Basic earnings (loss) per ADS:
As reported.......................................................                 0.04         3.22        (1.28)        2.86
Pro forma.........................................................                 0.03         3.20        (1.30)        2.79
Diluted earnings (loss) per share:
As reported.......................................................                 0.00         0.32        (0.13)        0.28
Pro forma.........................................................                 0.00         0.32        (0.13)        0.28
Diluted earnings (loss) per ADS:
As reported.......................................................                 0.04         3.19        (1.28)        2.85
Pro forma.........................................................                 0.03         3.18        (1.30)        2.78
</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 six 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 asset  management
segment in the  foreseeable  future.  The results of  operations  of BCM for the
prior periods have been reported in discontinued operations.


                                       11
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

                                                                                        Three Months   Six Months
                                                                                            Ended        Ended
                                                                                           June 30,     June 30,
                                                                                            2003         2003
                                                                                         -----------  -----------
                                                                                              (In thousands)
Revenues:
<S>                                                                                      <C>          <C>
Asset management fees.............................................................       $       336  $     1,364
Intercompany management fee income (1)............................................                 1            5
                                                                                         -----------  -----------
Total revenues....................................................................               337        1,369

Operating expenses................................................................               391        1,403
                                                                                         -----------  -----------
Loss before income taxes..........................................................       $       (54) $       (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 $1,000 and $5,000 for the three and six months ended June 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 six month
periods ended June 30, 2003 are shown below.
<TABLE>
<CAPTION>

                                                                                        Three Months   Six Months
                                                                                            Ended        Ended
                                                                                           June 30,     June 30,
                                                                                            2003         2003
                                                                                         -----------  -----------
                                                                                              (In thousands)

Revenues:
<S>                                                                                      <C>          <C>
Investment income.................................................................       $         1  $         4
Gross financial advisory services fees............................................             2,256        5,820
Payments due to independent advisors..............................................            (1,301)      (3,477)
                                                                                         -----------  -----------
Total net revenues................................................................               956        2,347

Operating expenses................................................................             1,676        4,058
Interest expense..................................................................                 4           10
                                                                                         -----------  -----------
Loss before income taxes..........................................................       $      (724) $    (1,721)
                                                                                         -----------  -----------
                                                                                         -----------  -----------
</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 the six month
period ended June 30, 2004,  the  calculation of diluted loss per share for this
period does not include potentially dilutive employee share options and warrants
issued to the Bank of Scotland as they are anti-dilutive and, if included, would
have  resulted  in a  reduction  of the net loss per share.  If the  Company had
reported net income for the six month  period  ended June 30, 2004,  there would
have been an additional  826,601 shares  included in the  calculation of diluted
earnings per share for this period.

     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         Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
                                                                                       (In thousands, except share,
                                                                                        per share and ADS amounts)

<S>                                                                         <C>          <C>          <C>          <C>
Income (loss) from continuing operations..........................          $       195  $     5,443  $    (6,495) $     4,571
Income on discontinued operations.................................                    -       10,909            -        9,927
                                                                            -----------  -----------  -----------  -----------
Net income (loss).................................................          $       195  $    16,352  $    (6,495) $    14,498
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------

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.............................................          $      0.00  $      0.11  $     (0.13) $      0.09
Discontinued operations...........................................                    -         0.21            -         0.20
                                                                            -----------  -----------  -----------  -----------
                                                                            $      0.00  $      0.32  $     (0.13) $      0.29
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
Basic earnings (loss) per ADS:
Continuing operations.............................................          $      0.04  $      1.07  $     (1.28) $      0.90
Discontinued operations...........................................                    -         2.15            -         1.96
                                                                            -----------  -----------  -----------  -----------
                                                                            $      0.04  $      3.22  $     (1.28) $      2.86
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
</TABLE>

                                       13
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
                                                                               Three Months Ended         Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
                                                                                       (In thousands, except share,
                                                                                        per share and ADS amounts)

<S>                                                                         <C>          <C>          <C>          <C>
Diluted 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
Effect of dilutive securities (warrants and employee share
   options).......................................................              791,144      408,398            -      204,199
                                                                            -----------  -----------  -----------  -----------
Weighted-average number of Ordinary Shares used in
   diluted earnings per share calculations........................           51,545,336   51,162,590   50,754,192   50,958,391
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
Diluted earnings (loss) per share:
Continuing operations.............................................          $      0.00  $      0.11  $     (0.13) $      0.09
Discontinued operations...........................................                    -         0.21            -         0.19
                                                                            -----------  -----------  -----------  -----------
                                                                            $      0.00  $      0.32  $     (0.13) $      0.28
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
Diluted earnings (loss) per ADS:
Continuing operations.............................................          $      0.04  $      1.06  $     (1.28) $      0.90
Discontinued operations...........................................                    -         2.13            -         1.95
                                                                            -----------  -----------  -----------  -----------
                                                                            $      0.04  $      3.19  $     (1.28) $      2.85
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
</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>

                                               June 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.........     $   18,292 $        - $     (134)$   18,158  $   18,354 $       48 $      (89)$   18,313
Corporate debt securities .          4,057         10         (2)     4,065       7,049         33         (2)     7,080
                                ---------- ---------- ---------- ----------  ---------- ---------- ---------- ----------
Total fixed maturity securities $   22,349 $       10 $     (136)$   22,223  $   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>

                                               June 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.........          3,354      7,759       (163)    10,950       4,544     12,546       (208)    16,882
                                ---------- ---------- ---------- ----------  ---------- ---------- ---------- ----------
Total equity securities....     $    5,204 $    7,759 $     (163)$   12,800  $    8,806 $   12,546 $     (208)$   21,144
                                ---------- ---------- ---------- ----------  ---------- ---------- ---------- ----------
                                ---------- ---------- ---------- ----------  ---------- ---------- ---------- ----------
</TABLE>

     Trading securities are carried at fair value with changes in net unrealized
gains and losses of $92,000, $14,126,000,  $(4,741,000) and $22,439,000 included
in the income statements for the three and six month periods ended June 30, 2004
and 2003, respectively.

Investment Concentration and Risk

     As of June 30, 2004, the Group's  investment  securities  included a listed
equity  investment in Packeteer,  Inc. of $10.3 million which  represented  more
than 10% of shareholders' equity as of that date.

                                       15
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     As of June 30, 2004, the Company's Jersey based life insurance  subsidiary,
LPAL, owned 100% of the Group's $22.2 million in fixed maturity securities, 100%
of the Group's $1.8 million in available-for-sale private equity securities, and
94% of the  Group's  $11.0  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 June 30, 2004 and December  31, 2003 totaled  $126,000
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 June 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 June 30, 2004 were
as follows:
<TABLE>
<CAPTION>

                                                                                             Net Unrealized Gains (Losses)
                                                                                         -------------------------------------
                                                                                            Fixed
                                                                                           Maturity      Equity
                                                                                          Securities   Securities     Total
                                                                                         ------------------------ ------------
                                                                                                    (In thousands)

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

Changes during the six month period ended June 30, 2004:
   Unrealized holding gains and losses on available-for-sale securities......                   (110)           -         (110)
   Reclassification adjustment for gains and losses included in net loss.....                     (6)           -           (6)
                                                                                         -----------  -----------  -----------
Net unrealized losses on available-for-sale securities as of
   June 30, 2004.............................................................            $      (126) $         -  $      (126)
                                                                                         -----------  -----------  -----------
                                                                                         -----------  -----------  -----------
</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        Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
                                                                                             (In thousands)
<S>                                                                         <C>          <C>          <C>          <C>
Realized gains (losses) on securities transactions:
Fixed maturities, available-for-sale:
   Gross gains....................................................          $         -  $        43  $         -  $        43
   Gross losses...................................................                    -         (108)           -         (286)
                                                                            -----------  -----------  -----------  -----------
Net realized losses on fixed maturities, available-for-sale.......                    -          (65)           -         (243)
                                                                            -----------  -----------  -----------  -----------
Equity securities, trading:
   Gross gains....................................................                1,936        2,255        3,167        3,878
   Gross losses...................................................                    -       (9,015)           -      (15,237)
                                                                            -----------  -----------  -----------  -----------
Net realized gains (losses) on equity securities, trading.........                1,936       (6,760)       3,167      (11,359)
                                                                            -----------  -----------  -----------  -----------
Equity securities, available-for-sale:
   Gross gains....................................................                  121            -          121            -
   Gross losses...................................................                 (500)           -       (2,375)      (2,547)
                                                                            -----------  -----------  -----------  -----------
Net realized losses on equity securities, available-for-sale......                 (379)           -       (2,254)      (2,547)
                                                                            -----------  -----------  -----------  -----------
Net realized investment gains (losses) on securities
   transactions...................................................          $     1,557  $    (6,825) $       913  $   (14,149)
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
</TABLE>

     During the three month period ended June 30, 2004,  the Group's  management
determined  that one  private  equity  investment  in a  technology  company was
other-than-temporarily  impaired and  consequently  recorded a realized  loss of
$0.5 million in the unaudited condensed consolidated statement of income.

     During the six month  period ended June 30,  2004,  the Group's  management
determined  that one  private  equity  investment  in a  technology  company was
other-than-temporarily  impaired and  consequently  recorded a realized  loss of
$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 agreement.  The Group is not
aware of any unresolved claims.

                                       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>

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

<S>                                                                                      <C>          <C>
Property, equipment and leasehold improvements, net...............................       $        91  $       117
Prepayments.......................................................................               302          499
Receivables:
   Income tax refund receivable...................................................                17           17
   Fee income receivable..........................................................                67            7
   Other receivables..............................................................                21            3
   Due from brokers...............................................................             1,001            -
                                                                                         -----------  -----------
Total other assets................................................................       $     1,499  $       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 will
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. The Group's management  believes,  after consultation
with its tax and legal advisors, that this matter will be resolved legislatively
before the end of 2004 with the  allowance of a partial  deduction for dividends
received by a parent corporation from an insurance company subsidiary. The Group
has estimated that additional  California taxes of $283,000 may be due once this
legislation is enacted,  and this amount,  plus estimated  interest through June
30, 2004 of $95,000, has been recorded in the Group's financial statements as of
June 30, 2004.

Guarantees

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


                                       18
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     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 June 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
June 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 2003 (see Note 1 "Material Events"), the
Company's asset management and financial  advisory segments have been classified
as  discontinued  operations  for the three and six month periods ended June 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:
<TABLE>
<CAPTION>

                                                                               Three Months Ended         Six Months Ended
                                                                                     June 30,                June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
                                                                                              (In thousands)

<S>                                                                         <C>          <C>          <C>          <C>
Jersey............................................................          $     1,656  $     5,031  $    (2,744) $     4,531
Guernsey..........................................................                  203        2,787         (528)       4,795
United States.....................................................                  222           11          332           27
                                                                            -----------  -----------  -----------  -----------
Consolidated revenues and net investment gains and
   losses for continuing operations...............................          $     2,081  $     7,829  $    (2,940) $     9,353
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------

</TABLE>

                                       19
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     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         Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
                                                                                              (In thousands)
Revenues and net investment gains and losses:
<S>                                                                         <C>          <C>          <C>          <C>
Life insurance and annuities (1)..................................          $     1,649  $     5,136  $    (2,756) $     4,776
Venture capital and consulting....................................                  406        2,681         (236)       4,548
                                                                            -----------  -----------  -----------  -----------
                                                                                  2,055        7,817       (2,992)       9,324
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................                   26           12           52           29
                                                                            -----------  -----------  -----------  -----------
Consolidated revenues and net investment gains and
   losses for continuing operations...............................          $     2,081  $     7,829  $    (2,940) $     9,353
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------

Income (loss) from continuing operations before
   income taxes:
Life insurance and annuities (1)..................................          $     1,081  $     4,370  $    (3,964) $     3,247
Venture capital and consulting....................................                   87        2,399         (884)       4,068
                                                                            -----------  -----------  -----------  -----------
                                                                                  1,168        6,769       (4,848)       7,315
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................                   26           12           52           29
Corporate expenses................................................                 (716)        (793)      (1,409)      (2,085)
Interest expense..................................................                    -         (540)           -         (676)
                                                                            -----------  -----------  -----------  -----------
Consolidated income (loss) from continuing operations
   before income taxes............................................          $       478  $     5,448  $    (6,205) $     4,583
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
<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 and $1,000 in the second quarters of 2004 and 2003, respectively, and $0 and $5,000
     in the first six months of 2004 and 2003, respectively.
</FN>
</TABLE>

     During the three months ended June 30, 2004,  assets in the venture capital
and  consulting  segment  decreased by $1,442,000  from  $2,107,000 to $665,000,
primarily due to the sale of $1,584,000 of trading securities.

     During  the first six months of 2004,  assets in the  venture  capital  and
consulting   segment  decreased  by  $2,777,000  from  $3,442,000  to  $665,000,
primarily due to the sale of $2,802,000 of trading securities.


                                       20
<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 recent Annual Report on Form
10-K. 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.


                                       21
<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         Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
                                                                                             (In thousands)
Revenues and net investment gains (losses):
<S>                                                                         <C>          <C>          <C>          <C>
Investment income.................................................          $       315  $       516  $       653  $     1,030
Insurance policy charges..........................................                    1            -            3            4
Net realized investment gains (losses)............................                   95      (12,768)      (1,161)     (36,173)
Change in net unrealized investment gains and losses on
   trading securities.............................................                1,238       17,388       (2,251)      39,915
                                                                            -----------  -----------  -----------  -----------
Total revenues and net investment gains (losses)..................                1,649        5,136       (2,756)       4,776

Expenses:
Amounts credited on insurance policyholder accounts...............                  333          527          717        1,046
General and administrative expenses...............................                  235          239          491          483
                                                                            -----------  -----------  -----------  -----------
Total expenses....................................................                  568          766        1,208        1,529
                                                                            -----------  -----------  -----------  -----------
Income (loss) from continuing operations before
   income taxes...................................................          $     1,081  $     4,370  $    (3,964) $     3,247
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
</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 83% of
LPAL's $140.2 million in policyholder  liabilities as of June 30, 2002 have been
surrendered or have matured as of June 30, 2004. Policyholder  liabilities as of
June 30, 2004 were $23.6 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.

Second quarter of 2004 compared to second quarter of 2003

     In the second quarter of 2004, LPAL contributed  income before income taxes
of $1.1 million to our overall income from continuing  operations  before income
taxes,  compared to $4.4  million in the second  quarter of 2003.  Net  realized
investment gains in the second quarter of 2004 were $0.1 million compared to net
realized  investment  losses of $12.8 million in the second quarter of 2003. The
gain from the  change in net  unrealized  investment  gains and  losses was $1.2
million in the second  quarter of 2004,  compared to $17.4 million in the second
quarter of 2003. In the second quarter of 2004,  the spread  between  investment
income

                                       22
<PAGE>

and amounts credited to policyholders,  and general and administrative  expenses
remained flat, each as compared to the second quarter of 2003.

     LPAL did not  generate any  premiums  during the second  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 second
quarter of 2004,  compared with $0.5 million in the second quarter of 2003. This
$0.2 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 in the second quarter of 2004.

     During the second  quarter of 2004,  LPAL used $1.4 million of cash to meet
its policy  maturities and  redemptions,  and received cash of $1.2 million from
the sale of listed  equities.  Following this net reduction in cash, and further
expected  bond  realizations  and  maturities   required  to  meet  2004  policy
maturities, interest income is expected to decline to approximately $1.3 million
for the full year 2004, compared to $1.8 million for the full year 2003.

     Policyholder  liabilities  as of June 30, 2004 were $23.6  million of which
$3.8  million is scheduled to mature  during the  remaining  six months of 2004.
LPAL  expects  to meet these  maturities  by a  combination  of cash held at the
beginning  of July  2004 of $3.3  million,  amounts  due  from  brokers  of $1.0
million, the proceeds from maturing bonds which are estimated to be $1.9 million
during the  remaining  six months of 2004,  and  estimated  bond  interest to be
received during the remaining six months of 2004 of $0.7 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 $0.6 million to be credited to policies,  and
operating  expenses are expected to be approximately  $0.5 million,  both during
the remaining six months of 2004.

     Net  investment  gains totaled $1.3 million in the second  quarter of 2004,
compared to $4.6 million in the second quarter of 2003. Net investment  gains in
the second  quarter of 2004 were comprised of net realized  investment  gains of
$0.1 million and $1.2 million in gains from the change in net realized gains and
losses on the  listed  equity  securities  held in the  trading  portfolio.  The
trading  portfolio  increased  from $9.5  million as of March 31,  2004 to $10.3
million as of June 30, 2004.  LPAL sold  certain  trading  positions  during the
second  quarter of 2004,  which  resulted in net realized  gains of $0.6 million
based on an aggregate original cost of $0.4 million. These disposals represented
shares held in a company that had completed an initial public  offering of their
securities.    These   realized    gains   were    partially    offset   by   an
other-than-temporary impairment charge on one private equity security holding of
$0.5 million.

     Volatility in LPAL's listed equity holdings continues to have a substantial
impact on LPAL's  financial  results.  The bulk of LPAL's listed equity holdings
are in Packeteer,  Inc. ("PKTR").  During July 2004, LPAL sold 200,000 shares of
PKTR for $2.9 million, realizing a gain of $1.7 million, which was offset by the
reversal  of  unrealized  gains  of $2.0  million  recorded  in  prior  periods,
resulting in a net loss of $0.3  million for the month of July 2004.  Subsequent
to June  30,  2004,  following  PKTR's  earnings  release,  PKTR's  share  price
declined,  resulting in a fall in value of $2.9 million on LPAL's remaining PKTR
holding as of August 4, 2004. PKTR continues to be profitable,  to generate cash
and has a strong  balance  sheet.  We are holding our current  PKTR  position at
these price levels.

     Total  invested  assets  decreased  to $39.4  million as of June 30,  2004,
compared to $39.9  million as of March 31, 2004  primarily  due to  policyholder
benefits paid of $1.4 million,  partially offset by net investment gains of $1.3
million during the second quarter of 2004. On total average  invested  assets in
the second  quarter of 2004, the average  annualized net return,  including both
realized and unrealized  investment gains and losses,  was 17.5%,  compared with
38.5% in the second quarter of 2003.

     Amounts credited on policyholder  accounts decreased by $0.2 million in the
second quarter of 2004 to $0.3 million, compared with $0.5 million in the second
quarter of 2003.  The  decrease  was  primarily  due to policy  maturities.  The
average rate credited to  policyholders  was 5.4% in the second quarter of 2004,
compared with 5.8% in the second quarter of 2003.

                                       23
<PAGE>



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

     In the first six months of 2004,  LPAL  contributed  a loss  before  income
taxes of $4.0  million to our overall  loss from  continuing  operations  before
income  taxes,  compared to income  before  income  taxes of $3.2 million in the
first six months of 2003. Net realized investment losses in the first six months
of 2004 were $1.2 million  compared to net realized  investment  losses of $36.2
million  in the  first  six  months  of 2003.  The loss  from the  change in net
unrealized  investment gains and losses was $2.2 million in the first six months
of 2004, compared to a gain of $39.9 million in the first six months of 2003. In
the first six months of 2004, the spread between  investment  income and amounts
credited to policyholders  decreased by $48,000;  and general and administrative
expenses remained flat, each as compared to the first six months of 2003.

     LPAL did not generate  any premiums  during the first six 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 $0.7 million in the first
six months of 2004,  compared with $1.0 million in the first six months of 2003.
This $0.3  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 in the first six months of 2004.

     Net investment losses totaled $3.4 million in the first six months of 2004,
compared  to net  investment  gains of $3.7  million  in the first six months of
2003.  Net  investment  losses in the first six months of 2004 were comprised of
net realized  investment  losses of $1.2 million and $2.2 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 $10.3  million as of June 30,  2004.  LPAL sold certain
trading  positions  during the first six months of 2004,  which  resulted in net
realized  gains of $1.2  million  based on an  aggregate  original  cost of $0.9
million. These disposals represented shares held in a company that had completed
an initial public offering of their  securities.  These realized gains were more
than offset by  other-than-temporary  impairment  charges on one private  equity
security holding totaling $2.4 million.

     Total  invested  assets  decreased  to $39.4  million as of June 30,  2004,
compared to $47.9 million as of December 31, 2003 primarily due to  policyholder
benefits paid of $5.5 million and net  investment  losses of $3.4 million during
the first six months of 2004. On total average  invested assets in the first six
months of 2004, the average  annualized net return,  including both realized and
unrealized  investment gains and losses, was -13.4%,  compared with 18.1% in the
first six months of 2003.

     Amounts credited on policyholder  accounts decreased by $0.3 million in the
first six  months of 2004 to $0.7  million,  compared  with $1.0  million in the
first six months of 2003.  The decrease was primarily due to policy  maturities.
The average rate credited to  policyholders  was 5.5% in the first six months of
2004, compared with 5.8% in the first six months of 2003.


                                       24
<PAGE>



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         Six Months Ended
                                                                                     June 30,                  June 30,
                                                                            ------------------------  ------------------------
                                                                                2004        2003         2004         2003
                                                                            -----------  -----------  -----------  -----------
                                                                                             (In thousands)
Revenues and net investment gains (losses):
<S>                                                                         <C>          <C>          <C>          <C>
Consulting fees...................................................          $        90  $         -  $       180  $         -
Net realized investment gains (losses)............................                1,332        2,150        1,773       (3,099)
Change in net unrealized investment gains and losses on
   trading securities.............................................               (1,016)         531       (2,189)       7,647
                                                                            -----------  -----------  -----------  -----------
Total revenues and net investment gains (losses)..................                  406        2,681         (236)       4,548

Operating expenses................................................                  319          282          648          480
                                                                            -----------  -----------  -----------  -----------
Income (loss) from continuing operations before
   income taxes...................................................          $        87  $     2,399  $      (884) $     4,068
                                                                            -----------  -----------  -----------  -----------
                                                                            -----------  -----------  -----------  -----------
</TABLE>

Second quarter of 2004 compared to second quarter of 2003

     In the second quarter of 2004, the venture  capital and consulting  segment
contributed  income  before  income taxes of $0.1 million to our overall  income
from continuing  operations before income taxes, compared to $2.4 million in the
second quarter of 2003. The results in both periods were attributable  primarily
to net  realized and  unrealized  investment  gains and 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 second  quarter of 2004 was a loss of $1.0 million,  which
was more  than  offset  by net  realized  gains  of $1.3  million.  The  trading
portfolio decreased from $2.0 million as of March 31, 2004 to $0.7 million as of
June 30, 2004. We sold certain  trading  positions in the second quarter of 2004
which  resulted in net  realized  gains of $1.2  million  based on an  aggregate
original cost of $0.5 million.  All  intersegmental  investment gains and losses
have been eliminated in our consolidated statements of income.

     We expect  significant  fluctuations in net unrealized  gains and losses in
the listed equity  trading  portfolio in future  periods,  reflecting  continued
equity market volatility, especially in the technology sector.

     The venture  capital  segment  began earning fee income once again in 2004.
The segment earned  consulting fees of $90,000 in the second quarter of 2004, by
advising a small number of North American technology companies.

     Typically,  BICC seeks a retainer  (monthly  or  upfront  depending  on the
nature of the assignment)  from its North American  private  technology  company
clients  for its  consulting  work,  and a  "success  fee"  upon the  successful
completion of an assignment.

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

     BICC has extensive  business  relationships  among Silicon Valley companies
seeking later stage capital and in the investor community globally.  The venture
capital industry has experienced some improvement in the first half of 2004. The
operating results for this business  segment,  and for the Group as a whole, for
2004 will be  largely  driven  by  portfolio  performance  in  uncertain  market
conditions.

                                       25
<PAGE>


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

     In the first six months of 2004, the venture capital and consulting segment
contributed  a loss before income taxes of $0.9 million to our overall loss from
continuing  operations  before  income  taxes,  compared to income before income
taxes of $4.1  million  in the first six  months of 2003.  The  results  in both
periods were  attributable  primarily to net realized and unrealized  investment
gains and 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 first six months of 2004 was a loss of $2.2 million,  which
was  partially  offset  by net  realized  gains  of $1.8  million.  The  trading
portfolio decreased from $3.4 million as of December 31, 2003 to $0.7 million as
of June 30, 2004. We sold certain  trading  positions in the first six months of
2004 which  resulted in net realized gains of $1.7 million based on an aggregate
original cost of $0.6 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 $180,000 in the first six months of 2004
by advising a small number of North American technology companies.

     Operating  expenses  in the  first six  months  of 2004 were $0.6  million,
compared  to $0.5  million  in the first six  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

Second quarter of 2004 compared to second quarter of 2003

     Corporate  expenses decreased by $0.1 million to $0.7 million in the second
quarter of 2004, as compared to $0.8 million in the second quarter of 2003. This
decrease was  primarily  due to lower  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 second  quarter of 2004,  compared to
$0.5 million in the second quarter of 2003.

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

     Corporate  expenses  decreased by $0.7 million to $1.4 million in the first
six months of 2004,  as  compared  to $2.1  million  for the first six months of
2003.  This decrease was primarily due to lower  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 six months of 2004,  compared to
$0.7 million in the first six months of 2003.

Consolidated Income (Loss) from Continuing Operations Before Income Taxes

Second quarter of 2004 compared to second quarter of 2003

     Consolidated income from continuing operations before income taxes was $0.5
million in the second  quarter of 2004,  compared to $5.4  million in the second
quarter of 2003.  This  decrease in income was primarily due to net realized and
unrealized  investment  gains of $1.6  million  in the  second  quarter of 2004,
compared to $7.3 million in the second quarter of 2003.

     Consolidated  income  before  income taxes for the remainder of 2004 may be
volatile  due to our  holdings  of listed  equity  securities  primarily  in the
technology sector, which are marked to market, with changes in their

                                       26
<PAGE>

market value recognized in the income statement for each period. The bulk of our
listed equity holdings are in PKTR.  During July 2004, we sold 200,000 shares of
PKTR for $2.9 million, realizing a gain of $2.1 million, which was offset by the
reversal  of  unrealized  gains  of $2.4  million  recorded  in  prior  periods,
resulting in a net loss of $0.3  million for the month of July 2004.  Subsequent
to June  30,  2004,  following  PKTR's  earnings  release,  PKTR's  share  price
declined,  resulting  in a fall in value of $3.1 million on our  remaining  PKTR
holding as of August 4, 2004. PKTR continues to be profitable,  to generate cash
and has a strong  balance  sheet.  We are holding our current  PKTR  position at
these price  levels.  Other-than-temporary  impairments  of our  private  equity
securities primarily in the technology sector could also affect our consolidated
income  before  income  taxes in future  periods.  For more  information  on the
possible  effects of volatility in the prices of equity  securities,  see Item 3
"Quantitative and Qualitative Disclosures About Market Risk" below.

     Subsequent  to the  completion of the sales of BCM and LPA, we now focus on
our venture capital and consulting business. Although the market environment for
venture  capital  continues to be weak, 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 six months of 2004 compared to first six months of 2003

     The consolidated  loss from continuing  operations  before income taxes was
$6.2 million in the first six months of 2004, compared to income of $4.6 million
in the first six months of 2003.  This dramatic  change was primarily due to net
realized  and  unrealized  investment  losses of $3.8  million  in the first six
months of 2004, compared to net realized and unrealized investment gains of $8.3
million in the first six 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.

Second quarter of 2004 (continuing operations)

     The $0.3 million tax expense for the second quarter of 2004  represents our
estimated  probable  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. No other tax expense or benefits are applicable to
our Group for this period.  Though income was contributed by our combined Jersey
and Guernsey  operations,  it primarily consisted of net realized and unrealized
investment  gains  for  which  no tax  expense  will be  recorded.  Losses  were
contributed  by our U.S.  subsidiaries  during the period;  however,  we did not
recognize  any U.S. tax benefits due to the 100%  valuation  allowances  that we
have provided for all deferred tax assets.

First six months of 2004 (continuing operations)

     The $0.3  million tax  expense for the first six months of 2004  represents
our estimated  probable  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.

                                       27
<PAGE>
Discontinued Operations

Second quarter of 2004 compared to second quarter of 2003

     There were no results to report for discontinued  operations for the second
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.

     Our  consolidated  income statement for the second quarter of 2003 includes
the results of  discontinued  operations for April 2003, in the case of BCM, and
for April to May 2003, in the case of LPA.

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

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

     Our consolidated income statement for the first six 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  and to the  accounting for life insurance  policy  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  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

                                       28
<PAGE>

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.

     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.

                                       29
<PAGE>

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).

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 six months of 2004
by $0.3 million to $14.7  million.  This  increase in cash and cash  equivalents
resulted  from $3.1  million  and $2.7  million of cash  provided  by  investing
activities  and operating  activities,  respectively,  partially  offset by $5.5
million  of cash  used in  financing  activities.  Cash  provided  by  investing
activities  primarily  related to the maturity of corporate  bonds 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 June 30,  2004,  our cash and cash
equivalents,  excluding the amount held by LPAL,  amounted to $11.4 million,  an
increase of $0.8 million from December 31, 2003.  Excluding LPAL's  investments,
we also held $0.7 million of listed equity securities which could be sold within
a short  period of time as of June 30,  2004,  compared  to $3.4  million  as of
December 31, 2003.

     Shareholders'  equity decreased during the first six months of 2004 by $6.6
million  from $34.9  million at December  31, 2003 to $28.3  million at June 30,
2004,  primarily due to the net loss for the period of $6.5 million.  As of June
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.

     On July 2, 2002, we announced that LPAL discontinued  issuing new policies.
Subsequent to this  announcement and other  announcements  relating to the Group
and LPLA, LPAL policy surrenders substantially  increased.  Approximately 83% of
LPAL's $140.2  million  policyholder  liabilities  as of June 30, 2002 have been
surrendered or have matured as of June 30, 2004.  During the first six months of
2004, policy

                                        30
<PAGE>

surrenders  totaled $0.4  million and policy  maturities  totaled $4.8  million.
Policy  liabilities  as of June 30,  2004 were $23.6  million.  We do not expect
significant surrender activity during the remaining six months of 2004; however,
approximately  $3.8 million of policyholder  liabilities are scheduled to mature
during the remaining six months of 2004. These maturities are expected to be met
by a combination  of cash held as of June 30, 2004 of $3.3 million,  amounts due
from  brokers of $1.0  million,  the  proceeds  from  maturing  bonds  which are
estimated  to be $1.9  million  during the  remaining  six  months of 2004,  and
estimated  bond interest to be received  during the remaining six months of 2004
of $0.7 million.  Assuming no significant  surrenders,  investment income should
equal approximately 95% of the projected $0.6 million to be credited to policies
during the remaining six months of 2004.

     During  the first  six  months  of 2004,  LPAL  continued  to  service  its
policyholders. Policyholder liabilities for LPAL fell by $4.5 million during the
first six months of 2004 from $28.1  million as of  December  31,  2003 to $23.6
million as of June 30, 2004. As of June 30, 2004,  LPAL's corporate bonds,  cash
and accrued interest  totaled $26.1 million,  amounts due from brokers were $1.0
million,  listed  equity  securities  were $10.3  million  and the book value of
private equity  securities  was $1.8 million.  Following the sales of certain of
LPAL's  listed  equity  securities  in the first  six  months of 2004 and at the
beginning  of July 2004,  the market  value of LPAL's  remaining  listed  equity
securities  no longer  has a  significant  impact on LPAL's  required  statutory
capital level.

     As of June 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 June 30,  2004,  we had $11.4  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.  We also  expect  to
receive $1.0 million in cash out of escrow related to the sale of LPA by the end
of  2004  as  discussed  in  Note  1  and  Note  6 to  the  Unaudited  Condensed
Consolidated Financial Statements in Item 1 of Part I.


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 full year
2004.  Movements in market  interest rates will not have any material  impact on
this amount.

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 are in small  capitalization  stocks in the volatile high  technology
industry sector.

                                       31
<PAGE>

     The potential  impact of equity price risk on our holdings of listed equity
securities  fell  during the second  quarter of 2004 due to sales of some of our
listed equities.  If the fair value of our listed equities,  as of June 30, 2004
and  December  31,  2003,   which  totaled  $11.0  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 $5.5 million and
$8.5  million,  respectively.  The  largest  of  these  listed  equities,  PKTR,
represented $10.3 million and $16.3 million of the total as of June 30, 2004 and
December  31,  2003,  respectively.  If the  fair  value  of PKTR  had  abruptly
increased or decreased by 50%, its fair value would have  increased or decreased
by $5.2  million  and $8.2  million,  respectively.  During  July 2004,  we sold
200,000 shares of PKTR for $2.9 million, realizing a gain of $2.1 million, which
was offset by the reversal of unrealized gains of $2.4 million recorded in prior
periods,  resulting  in a net loss of $0.3  million  for the month of July 2004.
Subsequent to June 30, 2004,  following  PKTR's earnings  release,  PKTR's share
price  declined,  resulting in a fall in value of $3.1 million on our  remaining
PKTR holding as of August 4, 2004. PKTR continues to be profitable,  to generate
cash and has a strong balance sheet. We are holding our current PKTR position at
these price levels.

     Our listed equity  securities  represent  investments  that were originally
made as private equity  investments in 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.

     As of June 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 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 second  quarter of 2004
as follows:

          (1)  The  Form 8-K  filed on May 14,  2004  announcing  our  financial
               results for the quarter ended March 31, 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:  August 5, 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 JUNE 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