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


                                    FORM 10-Q

  (Mark One)

 / X /          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 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                (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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


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

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

     As of May 14, 2004,  the  registrant had  outstanding  64,439,073  Ordinary
Shares, par value $0.05 per share.
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION

                                                                                                             Page
<S>                                                                                                          <C>
Item 1.    Financial Statements:

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

           Unaudited Condensed Consolidated Statements of Income for the three months
               ended March 31, 2004 and 2003................................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the three months
               ended March 31, 2004 and 2003................................................................    5

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the three months
               ended March 31, 2004.........................................................................    6

           Unaudited Consolidated Statements of Comprehensive Income for the three months
               ended March 31, 2004 and 2003................................................................    7

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

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

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

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


                                     PART II

                                OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K.................................................................   29

Signature  .................................................................................................   30

Exhibit Index...............................................................................................   31
</TABLE>


                                       2
<PAGE>





                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

<S>                                                                                 <C>              <C>
Investments (principally of life insurance subsidiary):
   Fixed maturities:
     Available-for-sale, at fair value (amortized cost: $22,857 and $25,403
       as of March 31, 2004 and December 31, 2003, respectively)..................   $     22,833     $     25,393
   Equity securities:
     Trading, at fair value (cost: $4,004 and $4,544 as of March 31, 2004
       and December 31, 2003, respectively).......................................         11,508           16,882
     Available-for-sale, at estimated fair value (cost: $2,402 and $4,262 as of
       March 31, 2004 and December 31, 2003, respectively)........................          2,402            4,262
                                                                                    -------------    -------------
Total investments.................................................................         36,743(1)        46,537

Cash and cash equivalents.........................................................         13,544(1)        14,408
Cash held in escrow...............................................................          1,001              999
Accrued investment income.........................................................            866              926
Other assets......................................................................          1,738              643
                                                                                    -------------    -------------
Total assets......................................................................   $     53,892     $     63,513
                                                                                    -------------    -------------
                                                                                    -------------    -------------

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Life insurance policy liabilities.................................................   $     25,066     $     28,054
Accounts payable and accruals.....................................................            580              562
                                                                                    -------------    -------------
Total liabilities.................................................................         25,646           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 March 31, 2004 and
   December 31, 2003..............................................................          3,222            3,222
Additional paid-in capital........................................................         68,615           68,615
Retained earnings.................................................................         20,380           27,070
Employee benefit trusts, at cost (13,684,881 shares as of March 31, 2004
   and December 31, 2003).........................................................        (63,571)         (63,571)
Accumulated other comprehensive loss..............................................           (400)            (439)
                                                                                    -------------    -------------
Total shareholders' equity........................................................         28,246           34,897
                                                                                    -------------    -------------
Total liabilities and shareholders' equity........................................   $     53,892     $     63,513
                                                                                    -------------    -------------
                                                                                    -------------    -------------
<FN>
(1) Includes  $34,637 of investments  and $3,216 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
                                                                                               March 31,
                                                                                    ------------------------------
                                                                                        2004             2003 (1)
                                                                                    -------------    -------------
Continuing operations:

Revenues:
<S>                                                                                  <C>              <C>
Investment income.................................................................   $        357     $        531
Insurance policy charges..........................................................              2                4
Consulting and other fee income...................................................             97                -
Net realized investment losses....................................................           (644)          (7,324)
Change in net unrealized investment gains and losses on trading securities........         (4,833)           8,313
                                                                                    -------------    -------------
                                                                                           (5,021)           1,524
Expenses:
Amounts credited on insurance policyholder accounts...............................            384              519
Operating expenses................................................................          1,278            1,734
Interest expense..................................................................              -              136
                                                                                    -------------    -------------
                                                                                            1,662            2,389
                                                                                    -------------    -------------
Loss from continuing operations before income taxes...............................         (6,683)            (865)

Income tax expense................................................................              7                7
                                                                                    -------------    -------------
Loss from continuing operations...................................................         (6,690)            (872)

Discontinued operations:
Loss from discontinued operations, net of income
   tax expense of $0 and $5, respectively.........................................              -             (982)
                                                                                    -------------    -------------
Loss on discontinued operations...................................................              -             (982)
                                                                                    -------------    -------------
Net loss..........................................................................   $     (6,690)    $     (1,854)
                                                                                    -------------    -------------
                                                                                    -------------    -------------

Basic and diluted loss per share and ADS:

Basic and diluted loss per share:
Continuing operations.............................................................   $      (0.13)    $      (0.02)
Discontinued operations...........................................................              -            (0.02)
                                                                                    -------------    -------------
                                                                                     $      (0.13)    $      (0.04)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
Basic and diluted loss per ADS:
Continuing operations.............................................................   $      (1.32)    $      (0.17)
Discontinued operations...........................................................              -            (0.20)
                                                                                    -------------    -------------
                                                                                     $      (1.32)    $      (0.37)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.
</FN>
</TABLE>


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


                                       4
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                              March 31,
                                                                                    ------------------------------
                                                                                        2004            2003 (1)
                                                                                    -------------    -------------

<S>                                                                                  <C>              <C>
Net cash provided by continuing operations........................................   $        113     $      7,211

Net cash used in discontinued operations..........................................              -             (858)
                                                                                    -------------    -------------
Net cash provided by operating activities.........................................            113            6,353
                                                                                    -------------    -------------

Cash flows from investing activities:
Purchases of available-for-sale fixed maturity securities.........................              -             (140)
Purchases of available-for-sale equity securities.................................            (15)               -
Proceeds from sale and maturity of available-for-sale fixed maturity securities...          3,098            2,914
Other investing cash flows........................................................             (2)               -
                                                                                    -------------    -------------
Net cash provided by investing activities.........................................          3,081            2,774
                                                                                    -------------    -------------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................         (4,137)            (986)
Repayment of notes payable........................................................              -           (4,944)
                                                                                    -------------    -------------
Net cash used in financing activities.............................................         (4,137)          (5,930)
                                                                                    -------------    -------------

Net increase (decrease) in cash and cash equivalents..............................           (943)           3,197
Cash and cash equivalents at beginning of period (2)..............................         14,408           15,308
Foreign currency translation adjustment...........................................             79             (126)
                                                                                    -------------    -------------
Cash and cash equivalents at end of period (2), (3)...............................   $     13,544     $     18,379
                                                                                    -------------    -------------
                                                                                    -------------    -------------
<FN>
(1) Reclassifications have been made related to discontinued operations - see Note 3.

(2) Amounts reflect continuing operations only.  Does not include $1,001 of cash held in escrow as of March 31, 2004.

(3) The amount for March 31, 2004 includes  $3,216 in the Company's  insurance  subsidiary  (LPAL) which is not currently
    available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>

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

                                       5
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

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

Net loss........................        -          -           -      (6,690)          -            -      (6,690)
Change in net unrealized
   gains and losses on
   available-for-sale securities        -          -           -           -           -          (14)        (14)
Foreign currency translation
   adjustment...................        -          -           -           -           -           53          53

                                ---------  ---------  ----------  ----------  ----------  -----------  ----------
Balance as of
   March 31, 2004...............   64,439   $  3,222   $  68,615   $  20,380   $ (63,571)  $     (400)  $  28,246
                                ---------  ---------  ----------  ----------  ----------  -----------  ----------
                                ---------  ---------  ----------  ----------  ----------  -----------  ----------


</TABLE>


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

                                       6
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                               March 31,
                                                                                    ------------------------------
                                                                                        2004             2003
                                                                                    -------------    -------------

<S>                                                                                  <C>              <C>
Net loss..........................................................................   $     (6,690)    $     (1,854)

Other comprehensive income, net of deferred income taxes:

Foreign currency translation adjustments, net of income taxes of $0...............             53              (24)

Change in net unrealized gains and losses related to continuing operations:
   Unrealized holding gains and losses on available-for-sale securities...........             (8)             134
   Reclassification adjustment for gains and losses included in net loss..........             (6)           1,000
   Deferred income taxes..........................................................              -                -
                                                                                    -------------    -------------
Other comprehensive income........................................................             39            1,110
                                                                                    -------------    -------------
Comprehensive loss................................................................   $     (6,651)    $       (744)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
</TABLE>


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

                                       7
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 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 technology
venture capital 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.


                                       8
<PAGE>





                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

     The  results  for the three  month  period  ended  March  31,  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 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 loss and loss per share and ADS would have been  increased  to
the pro forma amounts as reflected below:

                                       9
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                              March 31,
                                                                                    ------------------------------
                                                                                         2004             2003
                                                                                    -------------    -------------
                                                                                      (In thousands, except per
                                                                                        share and ADS amounts)

<S>                                                                                  <C>              <C>
Net loss as reported..............................................................   $     (6,690)    $     (1,854)
Add: Stock based employee compensation expense included in
    reported loss, net of related tax effects.....................................              -                -

Deduct: Total stock based employee compensation expense determined
    under fair value based methods for all awards, net of related tax effects.....            (49)            (251)
                                                                                    -------------    -------------
Pro forma net loss................................................................   $     (6,739)    $     (2,105)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
Basic and diluted loss per share:
As reported.......................................................................          (0.13)           (0.04)
Pro forma.........................................................................          (0.13)           (0.04)
Basic and diluted loss per ADS:
As reported.......................................................................          (1.32)           (0.37)
Pro forma.........................................................................          (1.33)           (0.41)

</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 quarter 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 SFAS 144. 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 period have been  reported in  discontinued
operations.

                                       10
<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 month  period
ended March 31, 2003 is shown below.
<TABLE>
<CAPTION>

                                                                                                      Three Months
                                                                                                          Ended
                                                                                                     March 31, 2003
                                                                                                     --------------
                                                                                                     (In thousands)
<S>                                                                                                   <C>
Revenues:
Asset management fees.....................................................................            $       1,028
Intercompany management fee income (1)....................................................                        4
                                                                                                     --------------
Total revenues............................................................................                    1,032

Operating expenses........................................................................                    1,012
                                                                                                     --------------
Income before income taxes................................................................            $          20
                                                                                                     --------------
                                                                                                     --------------
<FN>
(1) Fees were paid from and included in the net revenues of the life insurance and annuities business segment of
    continuing  operations (LPAL) of $4,000 for the three months ended March 31, 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 now reports the results
of  operations  of LPA  for the  prior  period  as  discontinued  operations  in
accordance with SFAS 144.

     A summary of LPA's  pre-tax  operating  results for the three month  period
ended March 31, 2003 is shown below.
<TABLE>
<CAPTION>

                                                                                                      Three Months
                                                                                                          Ended
                                                                                                     March 31, 2003
                                                                                                     --------------
                                                                                                     (In thousands)
Revenues:
<S>                                                                                                   <C>
Investment income.........................................................................            $           3
Gross financial advisory services fees....................................................                    3,564
Payments due to independent advisors......................................................                   (2,176)
                                                                                                     --------------
Total net revenues........................................................................                    1,391

Operating expenses........................................................................                    2,382
Interest expense..........................................................................                        6
                                                                                                     --------------
Loss before income taxes..................................................................            $        (997)
                                                                                                     --------------
                                                                                                     --------------
</TABLE>

     Previously,  LPA was included in the Group's  financial  advisory  services
business segment.

                                       11
<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 Bank of Scotland in
connection  with the Company's  bank facility (now  terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the  weighted-average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury  Stock  Method."  As the  Company  recorded a net loss for both of the
three month periods ended March 31, 2004 and 2003, the  calculations  of diluted
loss per share for these periods do not include  potentially  dilutive  employee
share  options  and  warrants  issued  to the  Bank  of  Scotland  as  they  are
anti-dilutive  and, if included,  would have  resulted in a reduction of the net
loss per share.  If the  Company had  reported  net income for both of the three
month periods ended March 31, 2004 and 2003, there would have been an additional
862,058 and zero shares,  respectively,  included in the calculations of diluted
earnings per share for these periods.

     A  reconciliation  of the  numerators  and  denominators  for the basic and
diluted earnings (loss) per share calculations is as follows:
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                               March 31,
                                                                                    ------------------------------
                                                                                        2004             2003
                                                                                    -------------    -------------
                                                                                     (In thousands, except share,
                                                                                      per share and ADS amounts)

<S>                                                                                  <C>              <C>
Loss from continuing operations...................................................   $     (6,690)    $       (872)
Loss on discontinued operations...................................................              -             (982)
                                                                                    -------------    -------------
Net loss..........................................................................   $     (6,690)    $     (1,854)
                                                                                    -------------    -------------
                                                                                    -------------    -------------

Basic and diluted 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
                                                                                    -------------    -------------
Basic and diluted loss per share:
Continuing operations.............................................................   $      (0.13)    $      (0.02)
Discontinued operations...........................................................              -            (0.02)
                                                                                    -------------    -------------
                                                                                     $      (0.13)    $      (0.04)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
Basic and diluted loss per ADS:
Continuing operations.............................................................   $      (1.32)    $      (0.17)
Discontinued operations...........................................................              -            (0.20)
                                                                                    -------------    -------------
                                                                                     $      (1.32)    $      (0.37)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
</TABLE>

                                       12
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

    NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

     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>
                                                  March 31, 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:
<S>                                <C>         <C>         <C>         <C>           <C>         <C>         <C>         <C>
Non-U.S. corporate
   debt securities.........        $  18,731   $      39   $     (82)  $  18,688     $  18,354   $      48   $     (89)  $  18,313
Corporate debt securities..            4,126          21          (2)      4,145         7,049          33          (2)      7,080
                                  ----------  ----------  ----------  ----------    ----------  ----------  ----------  ----------
Total fixed maturity
   securities..............        $  22,857   $      60   $     (84)  $  22,833     $  25,403   $      81   $     (91)  $  25,393
                                  ----------  ----------  ----------  ----------    ----------  ----------  ----------  ----------
                                  ----------  ----------  ----------  ----------    ----------  ----------  ----------  ----------

</TABLE>

                                       13
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Equity Securities

     Equity   securities  are  comprised  of   available-for-sale   and  trading
securities. An analysis of equity securities is as follows:
<TABLE>
<CAPTION>
                                                  March 31, 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..............        $   2,402   $       -   $       -   $   2,402     $   4,262   $       -   $       -   $   4,262
                                  ----------  ----------  ----------  ----------    ----------  ----------  ----------  ----------

Total available-for-sale
   equity securities.......            2,402           -           -       2,402         4,262           -           -       4,262

Trading securities.........            4,004       7,657        (153)     11,508         4,544      12,546        (208)     16,882
                                  ----------  ----------  ----------  ----------    ----------  ----------  ----------  ----------
Total equity securities....        $   6,406   $   7,657   $    (153)  $  13,910     $   8,806   $  12,546   $    (208)  $  21,144
                                  ----------  ----------  ----------  ----------    ----------  ----------  ----------  ----------
                                  ----------  ----------  ----------  ----------    ----------  ----------  ----------  ----------
</TABLE>

     Trading securities are carried at fair value with changes in net unrealized
gains and losses of $(4,833,000)  and $8,313,000  included in the losses for the
three month periods ended March 31, 2004 and 2003, respectively.

Investment Concentration and Risk

     As of March 31, 2004, the Group's investment  securities  included a listed
equity  investment in Packeteer,  Inc. of $10.9 million which  represented  more
than 10% of shareholders' equity as of that date.

     As of March 31, 2004, the Company's Jersey based life insurance subsidiary,
LPAL, owned 100% of the Group's $22.8 million in fixed maturity securities,  98%
of the Group's $2.4 million in available-for-sale private equity securities, and
82% of the  Group's  $11.5  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 March 31, 2004 and December  31, 2003 totaled  $24,000
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 March 31, 2004 and December 31, 2003, respectively.

     Changes in net unrealized gains and losses on available-for-sale securities
included in other comprehensive  income for the period ended March 31, 2004 were
as follows:

                                       14
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>
                                                                                      Net Unrealized Gains (Losses)
                                                                                   ----------------------------------
                                                                                     Fixed
                                                                                    Maturity     Equity
                                                                                   Securities  Securities    Total
                                                                                   ----------  ----------  ----------
                                                                                             (In thousands)

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

Changes during the three month period ended March 31, 2004:
   Unrealized holding gains and losses on available-for-sale securities......              (8)          -          (8)
   Reclassification adjustment for gains and losses included in net
      income (loss)..........................................................              (6)          -          (6)
                                                                                   ----------  ----------  ----------
Net unrealized losses on available-for-sale securities as of
   March 31, 2004............................................................       $     (24)  $       -   $     (24)
                                                                                   ----------  ----------  ----------
                                                                                   ----------  ----------  ----------
</TABLE>

Realized Gains and Losses

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

                                                                                         Three Months Ended
                                                                                              March 31,
                                                                                    ------------------------------
                                                                                        2004             2003
                                                                                    -------------    -------------
                                                                                             (In thousands)
Realized gains (losses) on securities transactions:
Fixed maturities, available-for-sale:
<S>                                                                                   <C>             <C>
   Gross losses ..................................................................    $         -     $       (178)
                                                                                    -------------    -------------
Equity securities, trading:
   Gross gains....................................................................          1,231            1,623
   Gross losses...................................................................              -           (6,222)
                                                                                    -------------    -------------
Net realized gains (losses) on equity securities, trading.........................          1,231           (4,599)
                                                                                    -------------    -------------
Equity securities, available-for-sale:
   Gross losses...................................................................         (1,875)          (2,547)
                                                                                    -------------    -------------
Net realized investment losses on securities transactions.........................   $       (644)    $     (7,324)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
</TABLE>

     During the three month period ended March 31, 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
$1.9 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.


                                       15
<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>
                                                                                      March 31,       December 31,
                                                                                        2004             2003
                                                                                    -------------    -------------
                                                                                            (In thousands)

<S>                                                                                  <C>              <C>
Property, equipment and leasehold improvements, net...............................   $         99     $        117
Prepayments.......................................................................            407              499
Receivables:
   Income tax refund receivable...................................................             17               17
   Fee income receivable..........................................................             27                7
   Other receivables .............................................................             35                3
   Due from brokers...............................................................          1,153                -
                                                                                    -------------    -------------
Total other assets................................................................   $      1,738     $        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.  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 has  acknowledged  receipt of this
protest  letter and will be  assigning  a hearing  officer to this  matter.  The
Group's management believes, after consultation with its tax and legal advisors,
that the actual  income  tax  liability  owed will not have a  material  adverse
impact on the Group's financial position, results of operations or cash flows.

Guarantees

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

     Under its Memorandum and Articles of Association, the Company has agreed to
indemnify its officers and directors for certain events or  occurrences  arising
as a result of the officer or  director  serving in such  capacity.  The maximum
potential  amount of future payments the Company could be required to make under
these  indemnification  agreements is unlimited.  However, the Company maintains
directors and officers  liability  insurance that limits the Company's  exposure
and enables it to recover a portion of any future  amounts  paid. As a result of
its insurance  coverage,  the Company believes the estimated fair value of these
indemnification  agreements is minimal and has no liabilities recorded for these
agreements as of March 31, 2004.

                                       16
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     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
March 31, 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 month period ended March 31, 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
                                                                                              March 31,
                                                                                    ------------------------------
                                                                                        2004             2003
                                                                                    -------------    -------------
                                                                                             (In thousands)

<S>                                                                                  <C>              <C>
Jersey............................................................................   $     (4,400)    $       (562)
Guernsey..........................................................................           (731)           2,008
United States.....................................................................            110               78
                                                                                    -------------    --------------
Consolidated revenues and net investment gains and losses
    for continuing operations.....................................................   $     (5,021)    $      1,524
                                                                                    -------------    --------------
                                                                                    -------------    --------------
</TABLE>

                                       17
<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
                                                                                              March 31,
                                                                                    ------------------------------
                                                                                          2004             2003
                                                                                    -------------    -------------
                                                                                            (In thousands)
Revenues and net investment gains and losses:
<S>                                                                                  <C>              <C>
Life insurance and annuities (1)..................................................   $     (4,405)    $       (360)
Venture capital management........................................................           (642)           1,867
                                                                                    -------------    -------------
                                                                                           (5,047)           1,507
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income ....................................................             26               17
                                                                                    -------------    -------------
Consolidated revenues and net investment gains and losses
    for continuing operations.....................................................   $     (5,021)    $      1,524
                                                                                    -------------    -------------
                                                                                    -------------    -------------
Income (loss) from continuing operations before income taxes:
Life insurance and annuities (1)..................................................   $     (5,045)    $     (1,123)
Venture capital management........................................................           (971)           1,669
                                                                                    -------------    -------------
                                                                                           (6,016)             546
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................................             26               17
Corporate expenses................................................................           (693)          (1,292)
Interest expense..................................................................              -             (136)
                                                                                    -------------    -------------
Consolidated loss from continuing operations before income taxes .................   $     (6,683)    $       (865)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
<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 $4,000 in the first quarters of 2004 and 2003, respectively.
</FN>
</TABLE>

     During the first three  months of 2004,  assets in the venture  capital and
consulting  segment  decreased by  $1,335,000  from  $3,442,000  to  $2,107,000,
primarily  due to the sale of $764,000 of trading  securities  and the  $586,000
decrease in unrealized gains on the remaining  listed equity  securities held in
the trading account.

                                       18
<PAGE>




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

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

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated  financial  statements,  and the notes  thereto,  included  in this
quarterly  report,  and the  December 31, 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.

                                       19
<PAGE>



RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Life Insurance and Annuities

     Certain  information  regarding our life insurance and annuities  segment's
results of operations is as follows:
<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                                              March 31,
                                                                                    ------------------------------
                                                                                        2004             2003
                                                                                    -------------    -------------
                                                                                           (In thousands)
Revenues and net investment gains (losses):
<S>                                                                                  <C>              <C>
Investment income.................................................................   $        338     $        514
Insurance policy charges .........................................................              2                4
Net realized investment losses....................................................         (1,256)         (23,405)
Change in net unrealized investment gains and losses on trading securities .......         (3,489)          22,527
                                                                                    -------------    -------------
Total revenues and net investment losses..........................................         (4,405)            (360)

Expenses:
Amounts credited on insurance policyholder accounts ..............................            384              519
General and administrative expenses ..............................................            256              244
                                                                                    -------------    -------------
Total expenses....................................................................            640              763
                                                                                    -------------    -------------
Loss from continuing operations before income taxes...............................   $     (5,045)    $     (1,123)
                                                                                    -------------    -------------
                                                                                    -------------    -------------
</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 82% of
LPAL's $140.2 million in policyholder  liabilities as of June 30, 2002 have been
surrendered or have matured as of March 31, 2004. Policyholder liabilities as of
March 31, 2004 were $25.1 million.

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

First quarter of 2004 compared to first quarter of 2003

     In the first quarter of 2004,  LPAL  contributed a loss before income taxes
of $5.0 million to our overall loss from  continuing  operations  before  income
taxes,  compared  to a loss  before  income  taxes of $1.1  million in the first
quarter of 2003.  Net realized  investment  losses in the first  quarter of 2004
were $1.2 million compared to net realized investment losses of $23.4 million in
the first quarter of 2003. The loss from the change in net unrealized investment
gains and losses was $3.5  million in the first  quarter of 2004,  compared to a
gain of $22.5  million  in the first  quarter of 2003.  In the first  quarter of
2004, the spread between investment income and amounts credited to policyholders
decreased by $41,000;  and general and  administrative  expenses  remained flat,
each as compared to the first quarter of 2003.

                                       20
<PAGE>

     LPAL did not  generate  any  premiums  during the first  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 first
quarter of 2004,  compared with $0.5 million in the first 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 first quarter of 2004.

     During the first  quarter of 2004,  LPAL used $4.0 million of bond proceeds
and  cash  to  meet  its  policy  maturities  and  redemptions.  Following  this
reduction,  and further expected bond  realizations  and maturities  required to
meet  2004  policy  maturities,  interest  income  is  expected  to  decline  to
approximately $1.2 million for the full year 2004,  compared to $1.8 million for
the full year 2003.

     Policyholder  liabilities  as of March 31, 2004 were $25.1 million of which
$4.9 million is scheduled to mature  during the  remaining  nine months of 2004.
LPAL  expects  to meet these  maturities  by a  combination  of cash held at the
beginning  of April  2004 of $3.2  million,  amounts  due from  brokers  of $1.2
million, the proceeds from maturing bonds which are estimated to be $2.0 million
during the  remaining  nine months of 2004,  and  estimated  bond interest to be
received  during  the  remaining  nine  months of 2004 of $1.4  million.  In the
absence of significant redemptions, policyholder liabilities are projected to be
approximately  $20.5 million at the end of 2004.  Assuming the  reinvestment  of
excess cash in bonds,  investment  income should equal  approximately 90% of the
projected  $1.0 million to be credited to policies,  and operating  expenses are
expected to be  approximately  $0.7 million  during the remaining nine months of
2004.  Net  unrealized  investment  gains on  LPAL's  listed  equity  securities
decreased by $0.8 million during the month of April 2004.

     Net  investment  losses  totaled $4.7 million in the first quarter of 2004,
compared to net investment  losses of $0.9 million in the first quarter of 2003.
Net  investment  losses  in the first  quarter  of 2004  were  comprised  of net
realized  investment  losses of $1.2 million and $3.5 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 $9.5  million  as of March 31,  2004.  LPAL sold  certain
trading  positions  during the first  quarter  of 2004,  which  resulted  in net
realized  gains of $0.6  million  based on an  aggregate  original  cost of $0.5
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 an  other-than-temporary  impairment charge on one private equity
security holding of $1.8 million.

     Total  invested  assets  decreased  to $39.9  million as of March 31, 2004,
compared to $47.9 million as of December 31, 2003 primarily due to  policyholder
benefits paid of $4.1 million and net  investment  losses of $4.7 million during
the first quarter of 2004. On total average invested assets in the first quarter
of 2004,  the  average  annualized  net  return,  including  both  realized  and
unrealized  investment gains and losses, was -40.1%,  compared with -2.9% in the
first quarter of 2003.

     Interest credited on policyholder accounts decreased by $0.1 million in the
first quarter of 2004 to $0.4  million,  compared with $0.5 million in the first
quarter of 2003.  The  decrease  was due  primarily  to policy  maturities.  The
average rate  credited to  policyholders  was 5.5% in the first quarter of 2004,
compared with 5.8% in the first quarter of 2003.

                                       21
<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
                                                                                               March 31,
                                                                                    ------------------------------
                                                                                        2004              2003
                                                                                    -------------    -------------
                                                                                             (In thousands)
Revenues and net investment gains (losses):
<S>                                                                                  <C>              <C>
Consulting fees...................................................................   $         90     $          -
Net realized investment gains (losses)............................................            441           (5,249)
Change in net unrealized investment gains and losses on trading securities........         (1,173)           7,116
                                                                                    -------------    -------------
Total revenues and net investment gains (losses)..................................           (642)           1,867

Operating expenses................................................................            329              198
                                                                                    -------------    -------------
Income (loss) from continuing operations before income taxes......................   $       (971)    $      1,669
                                                                                    -------------    -------------
                                                                                    -------------    -------------
</TABLE>
First quarter of 2004 compared to first quarter of 2003

     In the first quarter of 2004, the venture  capital and  consulting  segment
contributed  a loss before income taxes of $1.0 million to our overall loss from
continuing  operations  before  income  taxes,  compared to income before income
taxes of $1.7 million in the first 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 first quarter of 2004 was a loss of $1.2 million, which was
partially  offset by net realized gains of $0.4 million.  The trading  portfolio
decreased  from $3.4 million as of December 31, 2003 to $2.0 million as of March
31, 2004. We sold certain  trading  positions in the first quarter of 2004 which
resulted in net realized  gains of $0.4 million  based on an aggregate  original
cost of $0.2 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 during the
first quarter of 2004. The segment earned consulting fees of $90,000 by advising
a small number of North American  technology  companies.  This is the first step
towards taking principal positions selectively in 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 first quarter of 2004 were $0.3 million, compared
to $0.2  million in the first  quarter 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.

     BICC has extensive  business  relationships  among Silicon Valley companies
seeking later stage capital and in the investor community globally.  The venture
capital  industry  continues to face a difficult  environment in early 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.

                                       22
<PAGE>

Corporate and Other

First quarter of 2004 compared to first quarter of 2003

     Corporate  expenses  decreased by $0.6 million to $0.7 million in the first
quarter of 2004, as compared to $1.3 million in the first quarter of 2003.  This
decrease primarily was due to lower staff costs and professional  services fees.
In addition,  we did not incur bank  facility  expenses in the first  quarter of
2004, compared to $0.2 million in the first quarter of 2003.

     Since we fully repaid and terminated our bank facility during June 2003, we
did not incur any  interest  expense in the first  quarter of 2004,  compared to
$0.1 million in the first quarter of 2003.

Consolidated Loss from Continuing Operations Before Income Taxes

First quarter of 2004 compared to first quarter of 2003

     The consolidated  loss from continuing  operations  before income taxes was
$6.7 million in the first quarter of 2004, compared to a loss of $0.9 million in
the first  quarter of 2003.  This larger loss  primarily was due to net realized
and unrealized  investment  losses of $5.5 million in the first quarter of 2004,
compared to net realized and unrealized  investment gains of $1.0 million in the
first 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 market value
recognized  in  the  income  statement  for  each  period.  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.

     See  the  discussion  of  events  relating  to  LPAL,  BCM  and  LPA in the
"Liquidity and Capital Resources" section below.

     Subsequent  to the  completion of the sales of BCM and LPA, we now focus on
our technology  venture capital  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.

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.

First quarter of 2004 (continuing operations)

     Although the loss from continuing  operations  before income taxes was $6.7
million for the first quarter of 2004, an income tax expense of $7,000  resulted
for the period,  primarily due to minimum California taxes.  During this period,
$6.4 million of 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.  Although  $0.3  million  of  losses  were
contributed by our U.S. subsidiaries during the period, we did not recognize any
U.S. tax benefits due to the 100% valuation allowances that we have provided for
all deferred tax assets.

                                       23
<PAGE>


Discontinued Operations

     There were no results to report for  discontinued  operations  in the first
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.

     The $1.0 million loss from discontinued  operations net of income taxes for
the first quarter of 2003 resulted from LPA's after-tax loss of $1.0 million and
BCM's after-tax income of $19,000.


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 and the  first  quarter  of 2004,  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  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

                                       24
<PAGE>

the  security's  liquidation  preferences  will  ensure  full  recovery  of  our
investment  in  a  likely  acquisition   outcome.  In  its  valuation  analysis,
management also considers the most recent transaction in a company's shares.

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

Other-than-temporary Impairments

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

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

     In  relation  to  our  equity   securities  that  do  not  have  a  readily
determinable  fair value and are  classified as  available-for-sale,  factors we
consider in  impairment  reviews  include:  (i) the length of time and extent to
which  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 it's
quoted market value,  if such a value is  available.  If a readily  determinable
fair value does not exist,  then the fixed maturity  security is written down to
management's  estimate  of its fair  value,  which  is  based  on the  valuation
methodologies  described above.  Write-downs are recorded as realized losses and
included in earnings.

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

Life Insurance Policy Liabilities

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

                                       25
<PAGE>




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 decreased during the first quarter of 2004 by
$0.9 million to $13.5 million, WHICH INCLUDES $3.2 MILLION HELD BY LPAL WHICH IS
NOT AVAILABLE TO FUND THE  OPERATIONS OR COMMITMENTS OF THE COMPANY OR ITS OTHER
SUBSIDIARIES.  (LPAL is a regulated insurance company, and as such, it must meet
stringent capital adequacy requirements and no distributions may be made from it
without the consent of LPAL's  independent  actuary.)  This decrease in cash and
cash  equivalents   resulted  from  $4.1  million  of  cash  used  in  financing
activities,  partially  offset by $3.1 million and $0.1 million of cash provided
by investing  activities and operating  activities,  respectively.  Cash used in
financing  activities related to insurance  policyholder  benefits paid by LPAL.
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. As of March 31, 2004, our cash and
cash equivalents,  excluding the amount held by LPAL, amounted to $10.3 million,
a decrease of $0.3 million from December 31, 2003. Excluding LPAL's investments,
we also held $2.0 million of listed equity securities which could be sold within
a short  period of time as of March 31,  2004,  compared  to $3.4  million as of
December 31, 2003.

     Shareholders'  equity  decreased  during the first  quarter of 2004 by $6.7
million from $34.9  million at December  31, 2003 to $28.2  million at March 31,
2004,  due to the net loss for the period of $6.7 million.  As of March 31, 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.

     We are not aware of any  obligations  of the Group to cover any  current or
future losses of LPLA.  However,  in the course of the administration of LPLA in
rehabilitation, during November 2002, the NCDOI requested information concerning
the  history of a limited  number of  investments  in  securities  of  portfolio
companies.  These portfolio  investments have been associated with LPLA for more
than seven  years,  and  involve  intercompany  transfers.  The history of their
investment  performance  and  ownership is complex.  We have complied with these
requests.  We are not able at this time to predict  what  conclusions  the NCDOI
will reach after evaluating this information.

                                       26
<PAGE>

     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 82% of
LPAL's $140.2  million  policyholder  liabilities  as of June 30, 2002 have been
surrendered  or have matured as of March 31, 2004.  During the first  quarter of
2004, policy surrenders  totaled $0.2 million and policy maturities totaled $4.0
million.  Policy liabilities as of March 31, 2004 were $25.1 million.  We do not
expect significant  surrender activity during the remaining nine months of 2004;
however, approximately $4.9 million of policyholder liabilities are scheduled to
mature during the remaining nine months of 2004.  These  maturities are expected
to be met by a  combination  of cash held as of March 31, 2004 of $3.2  million,
amounts due from brokers of $1.2 million, the proceeds from maturing bonds which
are estimated to be $2.0 million  during the remaining  nine months of 2004, and
estimated bond interest to be received  during the remaining nine months of 2004
of $1.4 million.  Assuming no significant  surrenders,  investment income should
equal approximately 90% of the projected $1.0 million to be credited to policies
during the remaining nine months of 2004.

     During  the  first  quarter  of  2004,   LPAL   continued  to  service  its
policyholders. Policyholder liabilities for LPAL fell by $3.0 million during the
first  quarter  of 2004 from  $28.1  million as of  December  31,  2003 to $25.1
million as of March 31, 2004. As of March 31, 2004, LPAL's corporate bonds, cash
and accrued interest  totaled $26.9 million,  amounts due from brokers were $1.2
million,  listed  equity  securities  were $9.5  million  and the book  value of
private  equity  securities  was  $2.3  million.  Due to the  weakened  economic
environment,  in February 2003, the Jersey Financial Services Commission amended
LPAL's  insurance  permit such that  private  equity  investments  are no longer
approved assets. Therefore, declines in the market value of LPAL's listed equity
securities,  which  totaled  $9.5  million  as of March 31,  2004,  could have a
significant impact on LPAL's statutory capital level.

     As of March 31, 2004,  we had no bank  borrowings,  guarantee  obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

     As of March 31, 2004,  we had $10.3  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 no interest rate risk.  Interest  income earned on
excess  cash is expected  to yield less than $0.1  million  during the full year
2004.  Movements in market  interest rates will not have any material  impact on
this amount.

                                       27
<PAGE>



Equity Price Risk

     We are  exposed  to equity  price  risk on our  holdings  of listed  equity
securities. Changes in the level or volatility of equity prices affect the value
of our listed  equity  securities.  These  changes in turn  directly  affect our
consolidated  net income  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.

     If the fair value of our listed equities, as of March 31, 2004 and December
31, 2003,  which  totaled  $11.5 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 $5.8 million and $8.5  million,
respectively. The largest of these listed equities represented $10.9 million and
$16.3  million  of the  total  as of  March  31,  2004 and  December  31,  2003,
respectively.  If the fair  value of the  largest  listed  equity  had  abruptly
increased or decreased by 50%, its fair value would have  increased or decreased
by $5.5 million and $8.2 million, respectively.

     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 daily and seek to sell them over a
period of time.

     As of March 31,  2004,  we held $2.4  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.

                                       28
<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 first quarter of 2004
as follows:

     (1)  The Form  8-K  filed  on March  10, 2004  announcing  our  preliminary
          financial results for the year ended December 31, 2003.


                                       29
<PAGE>



                                    SIGNATURE


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



                                  BERKELEY TECHNOLOGY LIMITED
                                  (Registrant)

Date:  May 14, 2004               By:    /s/  Ian K. Whitehead

                                         Ian K. Whitehead
                                         Chief Financial Officer

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



                                       30
<PAGE>





                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

               EXHIBIT INDEX FOR THE QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 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.


                                       31