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

                                    FORM 10-Q

(Mark One)

/X/             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2009

                                       OR

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


                         Commission file number 0-21874

                           Berkeley Technology Limited

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


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

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

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


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

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


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

    As  of August 14, 2009, the registrant had outstanding  64,439,073  Ordinary
Shares, par value $0.05 per share.
<PAGE>

                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION
<TABLE>
<CAPTION>

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

           Unaudited Condensed Consolidated Balance Sheets as of June 30, 2009 and
               December 31, 2008............................................................................    3

           Unaudited Condensed Consolidated Statements of Operations for the three and six months
               ended June 30, 2009 and 2008.................................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the six months
               ended June 30, 2009 and 2008.................................................................    5

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the six months
               ended June 30, 2009..........................................................................    6

           Unaudited Consolidated Statements of Comprehensive Loss for the three and six months
               ended June 30, 2009 and 2008.................................................................    7

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

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   20

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

Item 4.    Controls and Procedures..........................................................................   27


                                     PART II

                                                  OTHER INFORMATION

Item 1A.   Risk Factors.....................................................................................   28

Item 5.    Other Information................................................................................   28

Item 6.    Exhibits.........................................................................................   28

Signature  .................................................................................................   29



</TABLE>


                                       2
<PAGE>








                         PART I - FINANCIAL INFORMATION



Item 1.   FINANCIAL STATEMENTS



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                      June 30,        December 31,
                                                                                        2009              2008
                                                                                   --------------    --------------
                                            ASSETS
<S>                                                                                <C>               <C>
Current assets:
   Cash and cash equivalents...................................................... $       12,213    $       13,681
   Accounts receivable, less allowances of $0 as of June 30, 2009
       and December 31, 2008......................................................            157               222
   Interest receivable............................................................              -                 1
   Prepaid expenses and deposits..................................................             73               147
                                                                                   --------------    --------------
Total current assets..............................................................         12,443            14,051

Private equity investments (at lower of cost or estimated fair value).............          1,341             1,484
Property and equipment, net of accumulated depreciation of $180 and $177
   as of June 30, 2009 and December 31, 2008, respectively........................              7                 9
                                                                                   --------------    --------------
Total assets...................................................................... $       13,791    $       15,544
                                                                                   --------------    --------------
                                                                                   --------------    --------------

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses.......................................... $          455    $          459
   Policyholder liabilities (due in less than one year)...........................             40               106
                                                                                   --------------    --------------
Total current liabilities.........................................................            495               565
                                                                                   --------------    --------------


Commitments and contingencies (Note 7)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of June 30, 2009
   and December 31, 2008..........................................................          3,222             3,222
Additional paid-in capital........................................................         67,892            67,860
Retained earnings.................................................................          5,179             6,894
Employee benefit trusts, at cost (13,522,381 shares as of
   June 30, 2009 and December 31, 2008)...........................................        (62,598)          (62,598)
Accumulated other comprehensive loss..............................................           (399)             (399)
                                                                                   --------------    --------------
Total shareholders' equity........................................................         13,296            14,979
                                                                                   --------------    --------------
Total liabilities and shareholders' equity........................................ $       13,791    $       15,544
                                                                                   --------------    --------------
                                                                                   --------------    --------------
</TABLE>

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

                                       3
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                                        Three Months Ended             Six Months Ended
                                                                             June 30,                      June 30,
                                                                   ---------------------------   --------------------------
                                                                       2009           2008          2009           2008
                                                                   ------------   ------------   -----------   ------------
<S>                                                                <C>            <C>            <C>           <C>
Revenues:
Consulting fee income............................................. $        150   $        150   $       247   $        264
Interest income...................................................            7             78            14            199
Realized investment gains (losses)................................            -              -          (200)           270
                                                                   ------------   ------------   -----------   ------------
                                                                            157            228            61            733
Expenses:
Operating expenses................................................          906            859         1,773          1,809
Amounts credited on insurance policyholder accounts...............            -              2             1              3
                                                                   ------------   ------------   -----------   ------------
                                                                            906            861         1,774          1,812
                                                                   ------------   ------------   -----------   ------------
Loss before income tax expense....................................         (749)          (633)       (1,713)        (1,079)

Income tax expense................................................            -              -             2              2
                                                                   ------------   ------------   -----------   ------------
Net loss.......................................................... $       (749)  $       (633)  $    (1,715)  $     (1,081)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------




Basic and diluted loss per share.................................. $      (0.01)  $      (0.01)  $     (0.03)  $      (0.02)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------


Basic and diluted loss per ADS.................................... $      (0.15)  $      (0.12)  $     (0.34)  $      (0.21)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------



</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>
                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                    --------------------------------
                                                                                        2009               2008
                                                                                    -------------      -------------

<S>                                                                                 <C>                <C>
Net cash used in operating activities.............................................  $      (1,406)     $     (1,057)


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

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................            (74)                 -
                                                                                    -------------      -------------
Net cash used in financing activities.............................................            (74)                -
                                                                                    -------------      -------------

Effect of exchange rate changes on cash...........................................             12                  -
                                                                                    -------------      -------------

Net decrease in cash and cash equivalents.........................................         (1,468)              (789)
Cash and cash equivalents at beginning of period..................................         13,681             14,568
                                                                                    -------------      -------------
Cash and cash equivalents at end of period .......................................  $      12,213      $      13,779
                                                                                    -------------      -------------
                                                                                    -------------      -------------




Supplemental disclosure of non-cash investing activities:
Exchange of receivable from consulting client for additional private
   equity investment in consulting client.........................................  $          57      $           -


</TABLE>




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


                                       5
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                                                                Other
                                   Ordinary Shares     Additional                Employee      Compre-        Total
                                --------------------    Paid-in     Retained      Benefit      hensive     Shareholders'
                                   Number    Amount     Capital     Earnings      Trusts        Loss          Equity
                                --------------------   ----------  ----------   ----------   -----------   -----------

Balance as of
<S>                              <C>      <C>          <C>         <C>          <C>          <C>           <C>
   December 31, 2008............   64,439   $  3,222   $   67,860  $    6,894   $  (62,598)  $      (399)  $    14,979

Net loss........................        -          -            -      (1,715)           -             -        (1,715)
Share based compensation,
   including income tax
   effect of $0.................        -          -           32           -            -             -            32

                                ---------   --------   ----------  ----------   ----------   -----------   -----------
Balance as of
   June 30, 2009................   64,439   $  3,222   $   67,892  $    5,179   $  (62,598)  $      (399)  $    13,296
                                ---------   --------   ----------  ----------   ----------   -----------   -----------
                                ---------   --------   ----------  ----------   ----------   -----------   -----------

</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 LOSS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                       Three Months Ended            Six Months Ended
                                                                              June 30,                   June 30,
                                                                   ---------------------------   --------------------------
                                                                       2009           2008          2009          2008
                                                                   ------------   ------------   -----------   ------------

<S>                                                                <C>            <C>            <C>           <C>
Net loss.......................................................... $       (749)  $       (633)  $    (1,715)  $     (1,081)


Other comprehensive income........................................            -              -             -              -
                                                                   ------------   ------------   -----------   ------------
Comprehensive loss................................................ $       (749)  $       (633)  $    (1,715)  $     (1,081)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------

</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
                                  JUNE 30, 2009

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


Note 1.   Basis of Presentation and Principles of Consolidation

       The  accompanying   condensed   consolidated   financial  statements  are
unaudited and have been prepared by the Company in conformity with United States
generally  accepted  accounting   principles  ("U.S.   GAAP").  These  unaudited
condensed consolidated financial statements include the accounts of the Company,
its subsidiaries, the Employee Share Option Trust ("ESOT") and the Agent Loyalty
Opportunity Trust ("ALOT").  Significant subsidiaries included in the operations
of the Group and  discussed  in this  document  include  Berkeley  International
Capital Corporation ("BICC") and London Pacific Assurance Limited ("LPAL").  All
intercompany transactions and balances have been eliminated in consolidation.

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

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

       As the level of  consulting  fees earned by the Company is expected to be
volatile  depending on the nature and extent of consulting  work at any point in
time,  the  results  for the six month  period  ended  June 30,  2009 may not be
indicative of the results to be expected for the full fiscal year.

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

       The majority of the Group's  assets at December 31, 2008 were held by its
life insurance and annuities  business.  After policy  maturities in LPAL during
the  first  six  months  of  2009  totaling  $74,000,  there  were  no  policies
outstanding  at June 30,  2009.  However,  as of that  date,  two  death  claims
(approximately $40,000 in aggregate) were still pending distribution.  The Group
expects these  distributions to be made in the third quarter of 2009. During the
second quarter of 2009, as approved by the Jersey Financial Services  Commission
("JFSC"),  LPAL distributed a total of $9.0 million in cash to the Company. Also
during the second  quarter of 2009,  the directors of LPAL submitted a Cessation
of  Business  Plan  ("COBP")  to the  JFSC  and,  subject  to  the  satisfactory
completion  of the COBP,  the JFSC  should be able to  cancel  LPAL's  insurance
permit.  At that  point,  LPAL will no longer be  regulated  by the JFSC and the
Company will move toward the dissolution of LPAL as soon as practicable.



                                       8
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The Company is incorporated  under the laws of Jersey,  Channel  Islands.
Its Ordinary  Shares are traded on the London Stock  Exchange and in the U.S. on
the  Over-the-Counter  Bulletin Board in the form of American  Depositary Shares
("ADSs"), which are evidenced by American Depositary Receipts ("ADRs"). Pursuant
to 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.  The Group's  management's  estimates are based on historical
experience,  input from sources outside of the Company, and other relevant facts
and circumstances.  Actual results could differ materially from those estimates.
Accounting policies that include particularly  significant estimates include the
assessment  of  recoverability  and  measuring   impairment  of  private  equity
investments,  investment and impairment valuations,  measurement of deferred tax
assets and the corresponding valuation allowances,  fair value estimates for the
expense of  employee  share  options,  valuation  of  accounts  receivable,  and
estimates related to commitments and contingencies.

Recently Issued Accounting Pronouncements

       In February  2008,  the Financial  Accounting  Standards  Board  ("FASB")
issued FASB Staff Position No. FAS 157-2 ("FSP FAS 157-2"),  "Effective  Date of
FASB  Statement  No.  157," which  delayed the  effective  date of  Statement of
Financial  Accounting Standards No. 157 ("SFAS 157"), "Fair Value Measurements,"
to fiscal  years ending after  November  15, 2008 for  non-financial  assets and
liabilities,  except those that are recognized or disclosed at fair value in the
financial  statements on a recurring  basis. The adoption of FSP FAS 157-2 as of
January 1, 2009 did not have an impact on the  Company's  financial  position or
results of operations.

       In April 2009, the FASB issued three FASB Staff  Positions  ("FSPs") that
were  intended  to  provide   additional   application   guidance  and  enhanced
disclosures regarding fair value measurements and impairments of securities. FSP
No. 157-4, "Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have  Significantly  Decreased and  Identifying  Transactions
That Are Not Orderly," provides additional  guidelines for estimating fair value
in accordance  with SFAS 157. FSP No. 115-2,  "Recognition  and  Presentation of
Other-Than-Temporary  Impairments," changes existing accounting requirements for
other-than-temporary  impairment  ("OTTI") for debt  securities by replacing the
current  requirement  that a holder have the positive intent and ability to hold
an  impaired  security  to  recovery  in order to  conclude  an  impairment  was
temporary with a requirement  that an entity conclude it does not intend to sell
an impaired security and it will not be required to sell the security before the
recovery of its amortized cost basis.  FSP No. 107-1 and  Accounting  Principles
Board  ("APB")  Opinion  No.  28-1,  "Interim  Disclosures  about  Fair Value of
Financial Instruments," increases the frequency of fair value disclosures. These
FSPs are  effective for fiscal years and interim  periods  ending after June 15,
2009.  The  adoption  of  these  FSPs did not have an  impact  on the  Company's
consolidated financial statements.

       In December  2007,  the FASB issued  Statement  of  Financial  Accounting
Standards  No. 160  ("SFAS  160"),  "Noncontrolling  Interests  in  Consolidated
Financial  Statements,  an  amendment  of ARB No. 51." SFAS 160 amends ARB 51 to
establish accounting and reporting standards for the noncontrolling  interest in
a subsidiary and for the  deconsolidation  of a subsidiary.  It clarifies that a
noncontrolling  interest in a  subsidiary,  which is sometimes  referred to as a
minority  interest,  is an ownership  interest in the  consolidated  entity that
should be  reported  in the equity  section of the  balance  sheet.  Among other
requirements,   the  statement   requires  that  the   consolidated  net  income
attributable to the parent and the noncontrolling interest be clearly identified
and  presented on the face of the  consolidated  income  statement.  SFAS 160 is
effective for fiscal


                                       9
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

years  beginning  on or  after  December  15,  2008.  The  adoption  of SFAS 160
effective  January 1, 2009 did not have an impact on the Company's  consolidated
financial statements.

       In  April  2009,  the  FASB  issued  Statement  of  Financial  Accounting
Standards  No. 165  ("SFAS  165"),  "Subsequent  Events."  SFAS 165  establishes
general  standards of accounting  for and  disclosure of events that occur after
the balance sheet date but before  financial  statements are issued or available
to be issued.  The Company adopted SFAS 165 for the quarter ended June 30, 2009.
The  adoption of SFAS 165 did not have an impact on the  Company's  consolidated
financial  statements.  See Note 10 to the accompanying  condensed  consolidated
financial statements for the related disclosure.

       In June 2009, the FASB issued Statement of Financial Accounting Standards
No.  168 ("SFAS  168"),  "The FASB  Accounting  Standards  Codification  and the
Hierarchy of Generally Accepted Accounting  Principles." SFAS 168 identifies the
FASB Accounting Standards  Codification as the authoritative source of generally
accepted  accounting  principles in the United  States.  Rules and  interpretive
releases  of  the  SEC  under  federal  securities  laws  are  also  sources  of
authoritative  GAAP for SEC  registrants.  SFAS 168 is effective  for  financial
statements  issued for interim and annual  periods  ending after  September  15,
2009.  The Company  does not expect the  adoption of SFAS 168 to have a material
impact on its consolidated financial statements.


Note 2.   Earnings Per Share and ADS

       The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"),  "Earnings per Share." This
statement  requires the  presentation  of basic and diluted  earnings per share.
Basic  earnings  per share is  calculated  by dividing net income or loss by the
weighted-average  number of Ordinary  Shares  outstanding  during the applicable
period,  excluding  shares  held by the ESOT and the ALOT which are  regarded as
treasury  stock for the  purposes  of this  calculation.  The Company has issued
employee share options,  which are considered  potential common stock under SFAS
128. The Company has also issued  Ordinary Share warrants to Bank of Scotland in
connection  with the Company's  bank facility (now  terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the  weighted-average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury Stock Method."

       For the three and six month periods  ended June 30, 2009 and 2008,  there
were no  "in-the-money"  options  or  warrants,  and  therefore  no  potentially
dilutive  securities.  As a result,  if the Company had  reported net income for
these periods, diluted loss per share would be the same as basic loss per share.

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



                                       10
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       A  reconciliation  of the numerators and  denominators  for the basic and
diluted earnings (loss) per share calculations is as follows:
<TABLE>
<CAPTION>
                                                                        Three Months Ended            Six Months Ended
                                                                            June 30,                     June 30,
                                                                   ---------------------------   --------------------------
                                                                       2009           2008          2009          2008
                                                                   ------------   ------------   -----------   ------------
                                                                                  (In thousands, except per
                                                                                    share and ADS amounts)

<S>                                                                <C>            <C>            <C>           <C>
Net loss.......................................................... $       (749)  $       (633)  $    (1,715)  $     (1,081)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------
Basic and diluted loss per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........       50,917         50,917        50,917         50,917
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------

Basic and diluted  loss per share................................. $      (0.01)  $      (0.01)  $     (0.03)  $      (0.02)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------


Basic and diluted loss per ADS.................................... $      (0.15)  $      (0.12)  $     (0.34)  $      (0.21)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------

</TABLE>

 Note 3.   Investments

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

       As of June 30, 2009 and December 31, 2008,  the Group's only  investments
were private equity securities.

       For 2008 and the first six  months of 2009,  because  all of the  Group's
private equity investments are less than 20% in the investee companies,  and the
Group does not have any  significant  influence on the investee  companies,  all
such  investments  are  accounted  for in  accordance  with the cost method.  In
accordance  with FASB Staff Position Nos. FAS 115-1 and FAS 124-1,  "The Meaning
of Other-Than-Temporary  Impairment and Its Application to Certain Investments,"
the  Group's  management  evaluates  the Group's  investments  for any events or
changes in  circumstances  ("impairment  indicators")  that may have significant
adverse effects on the Group's investments. If impairment indicators exist, then
the carrying amount of the investment is compared to its estimated fair value as
determined  in accordance  with SFAS 157. If any  impairment is determined to be
other-than-temporary, then a realized investment loss would be recognized during
the period in which such determination is made by the Group's management.



                                       11
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       SFAS 157  defines  fair value as the price that would be received to sell
an asset or paid to  transfer  a  liability  in an orderly  transaction  between
market  participants at the measurement date (an exit price).  SFAS 157 has also
established  a fair value  hierarchy  that  prioritizes  the inputs to valuation
techniques used to measure fair value into three broad levels.  See Note 4 "Fair
Value of  Financial  Instruments"  below  for the  three  levels of the SFAS 157
hierarchy.  Level 3 inputs  apply to the  determination  of fair  value  for the
Group's  private equity  investments.  These are  unobservable  inputs where the
determination  of  fair  values  of  investments  requires  the  application  of
significant   judgment.   As  discussed  above,   from  January  1,  2008,  only
other-than-temporary  impairments will be recognized and the carrying value of a
private equity investment cannot be increased above its cost unless the investee
company  completes an initial public  offering or is acquired.  During the first
quarter of 2009, the Group determined that impairment indicators existed for one
of its private equity  investments,  and then determined that the impairment was
other-than-temporary.  The Group  recognized a realized  investment  loss in its
consolidated  statement of operations  of $200,000 on this  investment as of the
end of March 2009.  During the second quarter of 2009, the Group determined that
no  impairment  indicators  existed for its private  equity  investments.  It is
possible that the factors evaluated by management and fair values will change in
subsequent periods, resulting in material impairment charges in future periods.

Investment Concentration and Risk

       As of June 30, 2009, the Group's  investments  consisted of three private
corporate equity securities with individual  carrying values of less then 10% of
the Group's  shareholders'  equity.  One of these  investments,  with a carrying
value of  $357,000,  is in preferred  stock of a  technology  company that was a
consulting  client of BICC  until  February  2009.  Another  investment,  with a
carrying value of $140,000,  is in preferred stock of another technology company
that was a consulting  client of BICC in prior years. The third investment has a
carrying value of $844,000 and is in preferred stock of a technology company.

       As  of  June  30,  2009,  the  Company's   Jersey  based  life  insurance
subsidiary,  LPAL,  owned 90% of the  Group's  $1.3  million in  private  equity
securities.  LPAL is a  regulated  insurance  company,  and as such it must meet
stringent capital adequacy requirements and no transfers, except in satisfaction
of long-term business  liabilities,  are permitted from its long-term  insurance
fund without the consent of LPAL's directors and actuary. LPAL's investments are
not currently  available to fund the operations or commitments of the Company or
its other subsidiaries. However, as discussed above in Note 1, during the second
quarter of 2009,  the  directors of LPAL  submitted a Cessation of Business Plan
("COBP") to the JFSC and,  subject to the  satisfactory  completion of the COBP,
the JFSC should be able to cancel LPAL's insurance  permit.  At that point, LPAL
will no longer be  regulated  by the JFSC and the  Company  will move toward the
dissolution of LPAL as soon as practicable.

Realized Investment Gains and Losses

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

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


                                       12
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       As  disclosed  above,  during  the  first  quarter  of  2009,  the  Group
determined that impairment  indicators  existed for one of LPAL's private equity
investments,  and then determined that the impairment was  other-than-temporary.
The Group recognized a realized investment loss in its consolidated statement of
operations of $200,000 on this  investment  during the first quarter of 2009. In
both  the   third   quarter   of  2008   and  the   fourth   quarter   of  2008,
other-than-temporary   impairment  losses  of  $250,000  in  each  quarter  were
recognized  in the Group's  consolidated  statement of  operations  on this same
private  equity  investment.  During  the  second  quarter  of 2009,  the  Group
determined  that  no  impairment  indicators  existed  for  its  private  equity
investments.


Note 4.    Fair Value of Financial Instruments

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

       Level 1 - Inputs  are  unadjusted  quoted  prices in active  markets  for
identical assets or liabilities  that are accessible by the Company.  During the
six months ended June 30, 2009,  the  Company's  Level 1 assets  included  money
market  mutual  funds  which are  included in cash and cash  equivalents  in the
condensed  consolidated  balance  sheets.  As of June 30, 2009,  the Company had
$8,101,000  in U.S.  money  market  mutual  funds,  compared  to  $328,000 as of
December 31, 2008.

       Level 2 - Inputs  include quoted prices in markets that are not active or
financial  instruments for which all significant  inputs are observable,  either
directly or  indirectly.  During the six months ended June 30, 2009, the Company
held no Level 2 assets.

       Level 3 -  Unobservable  inputs  for the  asset  or  liability  including
significant assumptions of the Company and other market participants. As of June
30, 2009 and  December  31,  2008,  the Group held  $1,341,000  and  $1,484,000,
respectively,  of private  equity  investments  which are  carried  at cost,  as
adjusted for  other-than-  temporary  impairments.  In order to determine if any
other-than-temporary  impairments exist, the Group must first determine the fair
values of its private  equity  investments  using Level 3  unobservable  inputs,
including the analysis of various  financial,  performance  and market  factors.
During  the  six  months  ended  June  30,  2009,   the  Group   recognized   an
other-than-temporary  impairment  loss of $200,000 on one of its private  equity
investments.  In  determining  the fair value estimate of this  investment,  the
Group's management  considered the investee company's liquidity issues, the less
favorable business  environment,  and the dilution in liquidity  preferences for
the preferred stock that the Group holds  subsequent to a bridge  financing that
closed in May 2009.


                                       13
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       The change in carrying value of the Group's  private equity  investments,
all of which have Level 3 inputs in the SFAS 157  hierarchy,  for the six months
ended June 30, 2009 was as follows:
<TABLE>
<CAPTION>
                                                                                                     (In thousands)

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

Realized investment loss included in earnings in the first quarter of 2009 determined by considering
   fair value measurements using significant unobservable inputs (Level 3).........................           (200)

 Additional investment in one the Group's private equity holdings..................................             57
                                                                                                       -----------
Balance at June 30, 2009...........................................................................    $     1,341
                                                                                                       -----------
                                                                                                       -----------
</TABLE>

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


Note 5.   Share Based Compensation

Equity Compensation Plan

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

Share Based Compensation Expense

       Effective  January 1, 2006,  the Company  adopted  Statement of Financial
Accounting  Standards  No.  123  (revised  2004)  ("SFAS  123R"),   "Share-Based
Payment,"  which  establishes  standards for the accounting of  transactions  in
which an  entity  exchanges  its  equity  instruments  for  goods  or  services,
primarily  focusing  on  accounting  for  transactions  where an entity  obtains
employee  services in share based  payment  transactions.  SFAS 123R  requires a
public entity to measure the cost of employee  services received in exchange for
an award of equity instruments, including share options, based on the fair value
of the award on the grant date, and to recognize it as compensation expense over
the period the  employee  is required  to provide  service in  exchange  for the
award,  usually the vesting period.  SFAS 123R supersedes the Company's previous
accounting  under  Accounting  Principles  Board  Opinion  No.  25  ("APB  25"),
"Accounting  for Stock Issued to Employees,"  and related  interpretations,  for
periods beginning in fiscal 2006. In March 2005, the SEC issued Staff Accounting
Bulletin  No. 107 ("SAB  107")  relating to SFAS 123R.  The Company  applied the
provisions of SAB 107 in its adoption of SFAS 123R.



                                       14
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

       Share based compensation expense recognized in the Company's consolidated
statement  of  operations  for the three and six months  ended June 30, 2009 and
2008 includes  compensation  expense for share options granted prior to, but not
yet  vested  as of  December  31,  2005,  as well as  compensation  expense  for
4,500,000  share  options  granted to employees and directors on March 27, 2007,
and  3,450,000  share  options  granted to employees and directors on August 20,
2008.  No share  options  have been granted  since  August 20,  2008.  SFAS 123R
requires  forfeitures  to be  estimated  at the time of grant  and  revised,  if
necessary,  in  subsequent  periods  if actual  forfeitures  differ  from  those
estimates.  Share based compensation  expense calculated in accordance with SFAS
123R is to be based on awards  ultimately  expected to vest,  and  therefore the
expense  should be reduced for estimated  forfeitures.  The Company's  estimated
forfeiture  rate of zero  percent  for the first six months of 2009 and 2008 was
based upon the fact that all unvested options related to longstanding  employees
and  directors.  However,  in  September  2008,  an employee  gave notice of his
resignation  effective at the end of October 2008. As such,  2,900,000  unvested
options were forfeited on October 31, 2008. As these  forfeitures  were expected
as of September 30, 2008,  share based  compensation  expense was reduced in the
third quarter of 2008 by $18,000.  This  represents  the reversal of share based
compensation  expense  amortization through the third quarter of 2008 related to
the 2,900,000 unvested and forfeited  options.  In August 2008, the Company gave
notice to its Chief  Financial  Officer  that his current  employment  agreement
would end on June 30, 2009. As a result, this employee forfeited 500,000 options
that  were  unvested  as of  June  30,  2009.  The  Company's  net  share  based
compensation expense for 2008 and for the first quarter of 2009 was not impacted
by the  expected  forfeiture  of these  500,000  options;  however,  share based
compensation  expense for the second quarter of 2009 was reduced by $4,056,  and
share based  compensation  expense for future quarters through the first quarter
of 2011 will be reduced  by this  amount.  Despite  the  departure  of these two
employees,  the Group's  management  continues  to believe  that a zero  percent
forfeiture rate for future periods is appropriate.

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


                                       15
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Valuation and Expense Information Under SFAS 123R

       The estimated fair value of share option compensation awards to employees
and directors,  as calculated using the Black-Scholes option pricing model as of
the date of grant, is amortized using the straight-line  method over the vesting
period  of the  options.  For the three  months  ended  June 30,  2009 and 2008,
compensation  expense  related to share options under SFAS 123R totaled  $13,000
and  $22,000,  respectively,  and  is  included  in  operating  expenses  in the
accompanying statement of operations. For the six months ended June 30, 2009 and
2008,  compensation  expense  related to share  options  under SFAS 123R totaled
$32,000 and $44,000, respectively.

       On March  27 2007,  4,500,000  options  were  granted  to  employees  and
directors at an exercise  price equal to the fair market value of the underlying
shares on the grant date which was $0.10.  These  options  were valued using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 66%,  risk-free  interest  rate of 4.52%,  weighted
average expected life of 6.25 years and expected dividend yield of zero percent.
The fair value of the  4,500,000  options was $292,000.  During 2007,  50,000 of
these  options were  forfeited.  As  discussed  above,  on August 19, 2008,  the
exercise  price of the  remaining  4,450,000  options was modified from $0.10 to
$0.31,  the net book value per share as of December 31, 2006.  The fair value of
the  modified  options  was  determined  to be  $160,000,  calculated  using the
Black-Scholes  option  pricing model using the following  assumptions:  expected
share  price  volatility  of 99%,  risk-free  interest  rate of 3.04%,  weighted
average expected life of 4.85 years and expected dividend yield of zero percent.
Using these same assumptions,  the fair value of the original  4,450,000 options
immediately  prior to the  exercise  price  modification  was  calculated  to be
$216,000.  As the fair value of the modified options is less than the fair value
of the original  options  immediately  before the exercise  price  modification,
under SFAS123R, there is no incremental cost resulting from the modification and
therefore the original  grant date fair value will continue to be amortized over
the remaining  vesting  schedule to March 27, 2011, less the value of any actual
or expected forfeitures of unvested options.

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

       During 2008,  1,362,500  options  became vested,  3,450,000  options were
granted,  3,400,000  were  forfeited and no options were  exercised.  During the
first  quarter of 2009,  612,500  options  became  vested,  and no options  were
granted,  forfeited or  exercised.  During the second  quarter of 2009,  250,000
options became vested,  500,000 unvested options were forfeited,  and no options
were  granted or  exercised.  At June 30,  2009,  there were  9,175,000  options
outstanding  with a  weighted-average  exercise  price of $1.61.  There  were no
in-the-money  options  outstanding  at that date.  Of the  outstanding  options,
6,400,000 were  exercisable at June 30, 2009, and these have a  weighted-average
exercise price of $2.18. The remaining 2,775,000 options were


                                       16
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

unvested  at June 30,  2009.  These  unvested  options  have a  weighted-average
exercise price of $0.30. As of June 30, 2009,  total  unrecognized  compensation
expense related to unvested share options was $111,000,  which is expected to be
recognized as follows:  $23,000 in the last six months of 2009, $46,000 in 2010,
$28,000 in 2011 and $14,000 in 2012. On July 31, 2009,  2,700,000 vested options
with a weighted-average  exercise price of $0.45 were forfeited by the Company's
Chief  Financial  Officer whose  employment  ended on June 30, 2009 as discussed
above.

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


Note 6.   Income Taxes

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

       The Company's  management believes that its income tax positions would be
sustained  upon  examination  by  appropriate  taxing  authorities  based on the
technical  merits of such positions,  and therefore the Company has not provided
for any  unrecognized  tax benefits at the adoption  date, and there has been no
change to the $0 unrecognized tax benefits from January 1, 2007 through June 30,
2009. In general,  the Company's tax returns  remain  subject to  examination by
taxing  authorities  for the tax years 2004 through 2007,  and for 2008 once the
returns are filed.

       During the third quarter of 2008, the Internal  Revenue  Service issued a
private  letter ruling that the Group's U.S.  holding  company,  Berkeley  (USA)
Holdings Limited ("BUSA"),  should include London Pacific Life & Annuity Company
in  Liquidation  ("LCL") in its federal  consolidated  tax returns for tax years
commencing  with 2005. LCL is not considered a variable  interest  entity within
the scope of FASB  Interpretation  No. 46 (Revised),  "Consolidation of Variable
Interest  Entities,"  which  interprets  Accounting  Research  Bulletin  No. 51,
"Consolidated Financial Statements." BUSA holds the common stock of LCL but BUSA
does  not have  any  voting  or  management  control  over  LCL.  The  financial
statements of LCL have not been included in the Company's consolidated financial
statements and they will not be included in the future. The Group will be filing
amended federal  consolidated tax returns for 2005 through 2007 during 2009, and
the  Group's  management  believes  that  the  inclusion  of LCL in the  federal
consolidated  tax  returns  of  BUSA  for  2005  through  2008  will  result  in
insignificant  tax  liabilities  for the Group.  As of the end of 2007,  LCL has
approximately $59 million of net operating loss  carryforwards and approximately
$74 milllion of capital loss carryforwards. The Group's management believes that
these loss  carryforwards  should be sufficient to offset any taxable  income of
LCL in the  foreseeable  future and that any  resulting tax  liabilities  (e.g.,
alternative  minimum tax) will not be  material.  In  addition,  future  taxable
income  generated  by LCL also  could be offset  with  BUSA's  carryforward  net
operating or capital  losses,  if any, and with BUSA's  current net operating or
capital  losses,  if any.  Alternatively,  BUSA's future taxable income could be
offset with LCL's  carryforward or current net operating or capital  losses,  if
any. BUSA and LCL have signed a tax allocation and sharing agreement dated March
18, 2009. Under this agreement,  any benefit to BUSA of utilizing the tax losses
of LCL to offset BUSA's separate  taxable income in BUSA's federal  consolidated
tax returns should BUSA not have any of its own carryforward losses will be paid
by BUSA to LCL, and any benefit to LCL of utilizing the tax


                                       17
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

losses of BUSA to  offset  LCL's  separate  taxable  income  in  BUSA's  federal
consolidated tax returns should LCL not have any of it own  carryforward  losses
will be paid by LCL to BUSA. Any tax liabilities,  including alternative minimum
taxes,  created by the inclusion of LCL in the federal  consolidated tax returns
of BUSA will be paid by LCL either directly to the U.S. Internal Revenue Service
("IRS") or reimbursed to BUSA by LCL if payment is made to the IRS by BUSA.  For
purposes of computing allocable federal income tax liability, BUSA will allocate
taxable income brackets and exemptions on a pro-rated basis among members of the
affiliated tax group.


Note 7.   Commitments and Contingencies

Guarantees

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

       Under its Memorandum and Articles of Association,  the Company has agreed
to indemnify  its  officers  and  directors  for certain  events or  occurrences
arising as a result of the officer or  director  serving in such  capacity.  The
maximum  potential  amount of future  payments the Company  could be required to
make under these indemnification  agreements is unlimited.  However, the Company
maintains  directors and officers' liability insurance that limits the Company's
exposure and enables it to recover a portion of any future  amounts  paid.  As a
result of its insurance coverage,  the Company believes the estimated fair value
of these  indemnification  agreements is minimal and has no liabilities recorded
for these agreements as of June 30, 2009.

       The Company enters into  indemnification  provisions under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients and landlords.  Under these provisions, the Company generally
indemnifies  and holds  harmless the  indemnified  party for losses  suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification   provisions  sometime  include  indemnifications   relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes the  estimated  fair value of these  agreements  is minimal as
historically,   no  payments   have  been  made  by  the  Company   under  these
indemnification  obligations.   Accordingly,  the  Company  has  no  liabilities
recorded for these agreements as of June 30, 2009.


Note 8.   Business Segment and Geographical Information

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

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



                                       18
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

       Summary  revenue and  investment  gain (loss)  information  by geographic
segment,  based on the domicile of the Group company  generating those revenues,
is as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended            Six Months Ended
                                                                            June 30,                     June 30,
                                                                   ---------------------------   --------------------------
                                                                       2009           2008           2009         2008
                                                                   ------------   ------------   -----------   ------------
                                                                                        (In thousands)

<S>                                                                <C>            <C>            <C>           <C>
Jersey............................................................ $          5   $         69   $      (190)  $        440
United States.....................................................          152            159           251            293
                                                                   ------------   ------------   -----------   ------------
Consolidated revenues and net investment
   gains.......................................................... $        157   $        228   $        61   $        733
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------
</TABLE>



       Revenues and loss before income tax expense for the Company's  reportable
operating segments, based on management's internal reporting structure,  were as
follows:
<TABLE>
<CAPTION>
                                                                        Three Months Ended            Six Months Ended
                                                                            June 30,                     June 30,
                                                                   ---------------------------   --------------------------
                                                                       2009           2008           2009          2008
                                                                   ------------   ------------   -----------   ------------
                                                                                        (In thousands)

<S>                                                                <C>            <C>            <C>           <C>
Revenues and net investment gains (losses):
Consulting in venture capital .................................... $        150   $        150   $       247   $        264
Life insurance and annuities .....................................            4             60          (191)           417
                                                                   ------------   ------------   -----------   ------------
                                                                            154            210            56            681
Reconciliation of segment amounts to consolidated amounts:
Interest income...................................................            3             18             5             52
                                                                   ------------   ------------   -----------   ------------
Consolidated revenues and net investment
   gains.......................................................... $        157   $        228   $        61   $        733
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------

Income (loss) before income taxes:
Consulting in venture capital..................................... $       (156)  $       (199)  $      (376)  $       (453)
Life insurance and annuities .....................................          (76)           (36)         (346)           226
                                                                   ------------   ------------   -----------   ------------
                                                                           (232)          (235)         (722)          (227)
Reconciliation of segment amounts to consolidated amounts:
Interest income ..................................................            3             18             5             52
Corporate expenses ...............................................         (520)          (416)         (996)          (904)
                                                                   ------------   ------------   -----------   ------------
Consolidated loss before income tax expense....................... $       (749)  $       (633)  $    (1,713)  $     (1,079)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------
</TABLE>

Note 9.   Client Concentration

       The Group's  revenues are from a limited number of clients.  In the first
six months of 2009, the Group's largest  consulting  client accounted for 67% of
its consulting revenues,  and another client accounted for 26% of its consulting
revenues.

                                       19
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10.   Subsequent Events

           Subsequent  events have been  evaluated to August 14, 2009,  the date
the condensed  consolidated  financial  statements  were issued.  No events have
occurred since June 30, 2009 that would require adjustment to, or disclosure in,
the condensed consolidated financial statements.



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

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

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

Forward-Looking Statements and Factors That May Affect Future Results

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

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



                                       20
<PAGE>

RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Consulting in Venture Capital

       Certain  information   regarding  our  consulting  segment's  results  of
operations is as follows:
<TABLE>
<CAPTION>
                                                                        Three Months Ended            Six Months Ended
                                                                            June 30,                     June 30,
                                                                   ---------------------------   --------------------------
                                                                       2009           2008           2009          2008
                                                                   ------------   ------------   -----------   ------------
                                                                                        (In thousands)

<S>                                                                <C>            <C>            <C>           <C>
Revenues:
Consulting fees................................................... $        150   $        150   $       247   $        264
                                                                   ------------   ------------   -----------   ------------
Total revenues ...................................................          150            150           247            264

Operating expenses................................................          306            349           623            717
                                                                   ------------   ------------   -----------   ------------
Loss before income tax expense.................................... $       (156)  $       (199)  $      (376)  $       (453)
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------    ----------   ------------
</TABLE>


Second quarter of 2009 compared to second quarter of 2008

       In the second quarter of 2009, the consulting segment  contributed a loss
before  income  taxes of  $156,000  to our overall  loss  before  income  taxes,
compared to a loss  before  income  taxes of  $199,000 in the second  quarter of
2008.  The  losses  for both  periods  were  attributable  to an excess of fixed
operating  expenses over consulting fee revenues.  Consulting fees remained flat
in the second quarter of 2009, compared to the second quarter of 2008. The lower
operating expenses for the current quarter reflect the departure of one employee
during  the fourth  quarter  of 2008,  partially  offset by higher  office  rent
beginning in November 2008.

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

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

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

First six months of 2009 compared to first six months of 2008

       In the first six months of 2009,  the  consulting  segment  contributed a
loss before  income taxes of $376,000 to our overall loss before  income  taxes,
compared  to a loss before  income  taxes of $453,000 in the first six months of
2008.  The  losses  for both  periods  were  attributable  to an excess of fixed
operating  expenses  over  consulting  fee  revenues.  Consulting  fees remained
essentially  flat in the first six  months  of 2009,  compared  to the first six
months of 2008.  The lower  operating  expenses for the first six months of 2009
reflect  the  departure  of one  employee  during  the  fourth  quarter of 2008,
partially offset by higher office rent beginning in November 2008.


                                       21
<PAGE>



Life Insurance and Annuities

       Certain information  regarding our life insurance and annuities segment's
results of operations is as follows:
<TABLE>
<CAPTION>
                                                                        Three Months Ended            Six Months Ended
                                                                            June 30,                     June 30,
                                                                   ---------------------------   --------------------------
                                                                       2009           2008           2009          2008
                                                                   ------------   ------------   -----------   ------------
                                                                                        (In thousands)

<S>                                                                <C>            <C>            <C>           <C>
Revenues and net investment gains (losses):
Investment income................................................. $          4   $         60   $         9   $        147
Net realized investment gains (losses)............................            -              -          (200)           270
                                                                  -------------   ------------   -----------   ------------
Total revenues and net investment gains (losses)..................            4             60          (191)           417

Expenses:
Amounts credited on insurance policyholder accounts...............            -              2             1              3
General and administrative expenses...............................           80             94           154            188
                                                                   ------------   ------------   -----------   ------------
Total expenses....................................................           80             96           155            191
                                                                   ------------   ------------   -----------   ------------
Income (loss) before income tax expense........................... $        (76)  $        (36)  $      (346)  $        226
                                                                   ------------   ------------   -----------   ------------
                                                                   ------------   ------------   -----------   ------------


</TABLE>

       LPAL's  policyholder  liabilities  fell from $144,000 at June 30, 2008 to
$40,000  at June 30,  2009 due to  exchange  rate  changes  and to three  policy
maturities  totaling  $74,000 in the first six  months of 2009.  LPAL now has no
policies  outstanding  but has two pending death claim  payments  (approximately
$40,000 in aggregate) as of June 30, 2009. We expect these two  distributions to
be made in the third quarter of 2009. LPAL has submitted a Cessation of Business
Plan  ("COBP") to the JFSC and,  subject to the  satisfactory  completion of the
COBP, the JFSC should be able to cancel LPAL's insurance  permit. At that point,
LPAL  will no  longer  be  regulated  by the JFSC and we will  move  toward  the
dissolution of LPAL as soon as practicable.

Second quarter of 2009 compared to second quarter of 2008

       In the second  quarter of 2009,  LPAL  contributed  a loss before  income
taxes of $76,000 to our overall  loss before  income  taxes,  compared to a loss
before  income  taxes of  $36,000 in the second  quarter of 2008.  This  $40,000
higher loss before  income  taxes is  attributable  to the  decrease in interest
income on bank deposits caused by significantly lower interest rates, as well as
to lower cash balances  subsequent to LPAL  returning $5.0 million of capital to
the Company in April 2009, as pre-approved by the JFSC.

       LPAL's  total  assets  decreased  to $3.8  million  as of June 30,  2009,
compared to $12.9 million as of March 31, 2009,  due to the $5.0 million  return
of capital to the Company in April 2009,  the $4.0 million  return of capital to
the Company on June 30, 2009,  both as  pre-approved  by the JFSC,  and the $0.1
million of operating  expenses for the quarter.  Investment  income will decline
even further in future periods due to this reduction of cash in LPAL.

       We expect operating expenses in LPAL for the remainder of 2009 to decline
as we move toward dissolution of the company as discussed above.

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



                                       22
<PAGE>

First six months of 2009 compared to first six months of 2008

       In the first six months of 2009,  LPAL  contributed  a loss before income
taxes of $346,000 to our overall loss before  income  taxes,  compared to income
before  income taxes of $226,000 in the first six months of 2008.  This $572,000
swing in results is attributable to the $138,000  decrease in interest income on
bank deposits caused by significantly  lower interest rates, as well as to lower
cash  balances  subsequent  to LPAL  returning  $5.0  million  of capital to the
Company  in April 2009 (as  pre-approved  by the  JFSC),  and to a $0.2  million
other-than-temporary  impairment  write-down  on one of  LPAL's  private  equity
investments  during  the first six months of 2009,  versus a  $270,000  realized
investment  gain in the first six months of 2008 due to the receipt of the final
distribution from the WorldCom,  Inc. securities  litigation.  LPAL held certain
WorldCom,  Inc.  publicly  traded  bonds  which it sold at a loss in 2002.  This
payment, as well as the initial distribution of $1.2 million received in January
2007, reverses part of the realized losses recorded on WorldCom in 2002.

Corporate and Other

Second quarter of 2009 compared to second quarter of 2008

       Corporate  expenses  increased by $0.1  million in the second  quarter of
2009 to $0.5  million,  compared to $0.4 million in the second  quarter of 2008.
The second  quarter of 2009  includes  increased  corporate  staff costs of $0.1
million paid to our Chief  Financial  Officer,  Mr. Ian K.  Whitehead,  under an
agreement dated August 12, 2008.  Under that agreement,  the Company gave notice
to Mr.  Whitehead  that his  employment  agreement  would end on June 30,  2009.
Reference  is made to  Exhibit  10.3.1 to the  Company's  Form 10-K for the year
ended December 31, 2000 for a copy of Mr. Whitehead's  employment  agreement and
to the Company's  Proxy  Statement dated April 29, 2008 for a description of his
salary waiver of May 2003. The Company's consolidated operating expenses for the
12-month period ended June 30, 2009 increased by approximately  $0.6 million due
to Mr. Whitehead's agreement.

First six months of 2009 compared to first six months of 2008

       Corporate  expenses  for the first six months of 2009  increased  by $0.1
million to $1.0  million,  compared to $0.9  million for the first six months of
2008.  However,  the first six months of 2008  includes  the  write-off  of $0.1
million in web development  costs paid to a third party vendor subsequent to our
decision  not to go  forward  with a web based  project.  The first half of 2009
includes  increased  corporate  staff  costs of $0.3  million  paid to our Chief
Financial Officer, Mr. Ian K. Whitehead,  as discussed above. Corporate expenses
for future  quarters will be reduced by  approximately  $0.2 million per quarter
due to the departure of Mr. Whitehead from the Company on June 30, 2009.

Consolidated Loss Before Income Tax Expense

Second quarter of 2009 compared to second quarter of 2008

       Our  consolidated  loss before  income tax  expense  was  $749,000 in the
second quarter of 2009, compared to $633,000 in the second quarter of 2008. This
higher  loss of $116,000  was due to lower  interest  income of $71,000,  and an
increase of $47,000 in operating  expenses.  As discussed  above,  significantly
lower  interest  rates  caused the decline in interest  income.  The increase in
operating  expenses was  attributable  to the severance  costs paid to our Chief
Financial Officer as discussed above, partially offset by the staff cost savings
related to an employee that left the Company in the fourth quarter of 2008.

First six months of 2009 compared to first six months of 2008

       Our consolidated  loss before income tax expense was $1.7 million for the
first six months of 2009,  compared to $1.1  million for the first six months of
2008.  This higher loss of $634,000 was primarily  due to the $470,000  swing in
realized  investment  losses  versus  gains,  as explained  above.  In addition,
interest income decreased by $185,000 due to significantly  lower interest rates
in the first six months of 2009, compared to the first six months of 2008.

                                       23
<PAGE>

Income Taxes

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

Second quarter of 2009 compared to second quarter of 2008

       We had no tax expense and we did not recognize  any tax benefits  related
to operating loss  carryforwards  in the second quarter of 2009, as was the case
in the second quarter of 2008.

First six months of 2009 compared to first six months of 2008

       The $2,000  tax  expense  for the first six  months of 2009,  and for the
first six months of 2008, is comprised of our minimum  California  taxes.  Other
than these taxes,  no other tax expense or benefits were applicable to our Group
for these periods. Our U.S. subsidiaries  contributed a loss before income taxes
of $0.2  million  during  the first  six  months  of 2009;  however,  we did not
recognize  any U.S. tax benefits due to the 100%  valuation  allowances  that we
have provided for all deferred tax assets.


CRITICAL ACCOUNTING POLICIES

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

Accounting for Investments

       From  January 1, 2008,  our  primary  business  for  financial  reporting
purposes is  considered to be  consulting  in venture  capital  rather than life
insurance and annuities. As such, our private equity investments are now carried
at cost less any other-than-temporary  impairments.  Previously,  we carried our
private  equity  investments  at fair  value in  accordance  with  Statement  of
Financial  Accounting  Standards No. 115 ("SFAS 115"),  "Accounting  for Certain
Investments in Debt and Equity  Securities." Under paragraph 127(b) of SFAS 115,
insurance  companies are required to report equity securities at fair value even
if they do not meet the scope  criteria in paragraph 3 of SFAS 115. With respect
to our private equity  investments  held at December 31, 2007, our best estimate
of their  fair  value  was their  cost  basis.  Therefore,  the  change  from an
insurance company for financial reporting purposes to a consulting company as of
January  1, 2008 did not have an impact on the  carrying  values of our  private
equity investments.

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



                                       24
<PAGE>




Determination of Fair Values of Investments

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

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

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

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

Other-than-temporary Impairments of Investments

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

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


                                       25
<PAGE>

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

Revenue Recognition

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

Valuation of Share Options Granted

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


Liquidity and Capital Resources

       Our cash and cash  equivalents  decreased  during the first six months of
2009 by $1.5 million from $13.7 million as of December 31, 2008 to $12.2 million
as of June 30, 2009.  This decrease in cash and cash  equivalents  resulted from
$1.4 million of cash used in operating  activities and $0.1 million of cash used
in financing  activities.  Cash used in operating  activities  resulted from the
excess of  operating  expenses  over  revenues for the first six months of 2009.
Cash used in financing  activities  resulted  from the payout of three  policies
that had  matured  during the first six  months of 2009 in LPAL.  As of June 30,
2009, our cash and cash equivalents, excluding the amount held by LPAL, amounted
to $9.6  million,  an increase of $7.7  million from  December  31,  2008.  This
increase  resulted from the $9.0 million of capital released back to the Company
from LPAL, offset by the use of cash in operating activities.

       Shareholders'  equity  decreased  during  the first six months of 2009 by
$1.7  million from $15.0  million at December 31, 2008 to $13.3  million at June
30, 2009,  due to the $1.7 million net loss for the period.  As of June 30, 2009
and December 31, 2008,  $62.6 million of our Ordinary  Shares,  at cost, held by
the employee benefit trusts have been netted against shareholders' equity.

       LPAL held $2.6 million of the Group's  $12.2  million of cash at June 30,
2009.  After  policy  maturities  in LPAL  during  the first six  months of 2009
totaling $74,000,  there were no policies outstanding at June 30, 2009. However,
as of that date,  two death claims  (approximately  $40,000 in  aggregate)  were
still  pending  distribution.  We expect these  distributions  to be made in the
third  quarter of 2009.  During the second  quarter of 2009,  as approved by the
JFSC,  LPAL  distributed  a total of $9.0 million in cash to the  Company.  Also
during the second  quarter of 2009,  the directors of LPAL submitted a Cessation
of Business Plan ("COBP") to the JFSC and,

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<PAGE>

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

       As of June 30, 2009, we had no bank  borrowings,  guarantee  obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

       As of June 30, 2009,  we had $9.6  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  (consulting  in venture
capital and corporate activities) over at least the next 12 months.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Not required.


Item 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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


Changes in Internal Control Over Financial Reporting

       There were no changes in our internal  controls over financial  reporting
that  occurred  during  the  quarter  ended June 30,  2009 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

       On August  12,  2008,  the  Company  gave  notice to our Chief  Financial
Officer,  Mr. Ian K. Whitehead,  that his employment agreement would end on June
30, 2009. Subsequent to Mr. Whitehead's departure on June 30, 2009, the internal
control procedures previously performed by Mr. Whitehead were transferred to our
Executive Chairman and to our Company Secretary.  On August 12, 2009, Mr. Arthur
I. Trueger,  our  Executive  Chairman,  was appointed by the Company's  board of
directors as the Company's Principal Financial Officer.


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<PAGE>




                           PART II - OTHER INFORMATION

Item 1A.   RISK FACTORS

       Not required.


Item 5.   OTHER INFORMATION

       As  disclosed  in Item 5 "Other  Information"  in our  Form  10-Q for the
quarter  ended June 30, 2008 filed with the SEC on August 14, 2008,  the Company
gave notice on August 12, 2008 to Mr. Ian K. Whitehead, Chief Financial Officer,
that his employment agreement would end on June 30, 2009.

       Subsequent to Mr.  Whitehead's  departure on June 30, 2009, the Company's
board of directors on August 12, 2009,  appointed  Mr.  Arthur I. Trueger as the
Company's Principal Financial Officer. Background information on Mr. Trueger may
be found in the Company's Proxy Statement filed with the SEC on April 29, 2009.


Item 6.    EXHIBITS

       The following exhibits are filed herewith:

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

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

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



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<PAGE>


















                                    SIGNATURE


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



                                      BERKELEY TECHNOLOGY LIMITED
                                      (Registrant)

Date:  August 14, 2009                By:    /s/  Arthur I. Trueger

                                                  Arthur I. Trueger
                                                  Executive Chairman and
                                                  Principal Financial Officer






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