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

                                    FORM 10-Q

(Mark One)

/X/             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2007

                                       OR

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


                         Commission file number 0-21874

                           Berkeley Technology Limited

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


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

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

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


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

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

     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 May 15, 2007,  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 March 31, 2007 and
               December 31, 2006............................................................................    3

           Unaudited Condensed Consolidated Statements of Operations for the three months
               ended March 31, 2007 and 2006................................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the three months
               ended March 31, 2007 and 2006................................................................    5

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the three months
               ended March 31, 2007.........................................................................    6

           Unaudited Consolidated Statements of Comprehensive Income for the three months
               ended March 31, 2007 and 2006................................................................    7

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

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   17

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

Item 4.    Controls and Procedures..........................................................................   24


                                     PART II

                                OTHER INFORMATION

Item 1A.   Risk Factors.....................................................................................   25

Item 6.    Exhibits.........................................................................................   25

Signature  .................................................................................................   26

Exhibit Index...............................................................................................   27

</TABLE>

                                       2

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                       March 31,        December 31,
                                                                                         2007              2006
                                                                                    ---------------   ---------------
                                            ASSETS

Investments (principally of life insurance subsidiary):
   Fixed maturities:
<S>                                                                                     <C>               <C>
     Available-for-sale, at fair value (amortized cost: $6,005 and $9,021
       as of March 31, 2007 and December 31, 2006, respectively)..................       $    6,000        $    9,007
     Held-to-maturity, at amortized cost (fair value: $2,000 and $3,004
       as of March 31, 2007 and December 31, 2006, respectively)..................            2,002             3,009
   Equity securities:
     Available-for-sale, at estimated fair value (cost: $844 as of
       March 31, 2007 and December 31, 2006)......................................              844               844
                                                                                    ---------------   ---------------
Total investments.................................................................            8,846(1)         12,860

Cash and cash equivalents.........................................................            9,670(1)          6,707
Accrued investment income.........................................................              329               304
Other assets......................................................................              359               366
                                                                                    ---------------   ---------------
Total assets......................................................................       $   19,204        $   20,237
                                                                                    ---------------   ---------------
                                                                                    ---------------   ---------------

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Life insurance policy liabilities.................................................       $    1,967        $    3,640
Accounts payable and accruals.....................................................              623               674
                                                                                    ---------------   ---------------
Total liabilities.................................................................            2,590             4,314
                                                                                    ---------------   ---------------
Commitments and contingencies (see 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 March 31, 2007 and
   December 31, 2006..............................................................            3,222             3,222
Additional paid-in capital........................................................           67,723            67,718
Retained earnings.................................................................            8,677             7,999
Employee benefit trusts, at cost (13,522,381 shares
   as of March 31, 2007 and December 31, 2006)....................................          (62,598)          (62,598)
Accumulated other comprehensive loss..............................................             (410)             (418)
                                                                                    ---------------   ---------------
Total shareholders' equity........................................................           16,614            15,923
                                                                                    ---------------   ---------------
Total liabilities and shareholders' equity........................................       $   19,204        $   20,237
                                                                                    ---------------   ---------------
                                                                                    ---------------   ---------------

<FN>
(1) Includes $6,844 of investments and $6,856 of cash and cash equivalents in the Company's insurance subsidiary
    (London Pacific Assurance Limited ("LPAL")) which are not currently available to fund the operations or
    commitments of the Company or its other subsidiaries.
</FN>
</TABLE>
           See accompanying Notes which are an integral part of these
             Unaudited Condensed Consolidated Financial Statements.

                                       3
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except per share and ADS amounts)
<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                               March 31,
                                                                                    -------------------------------
                                                                                        2007               2006
                                                                                    -------------     -------------


Revenues:
<S>                                                                                      <C>               <C>
Investment income.................................................................       $    231          $    354
Insurance policy charges..........................................................              -                 -
Consulting and other fee income...................................................            205               154
Net realized investment gains.....................................................          1,198                 -
Change in net unrealized investment gains and losses on trading securities........              -                57
                                                                                    -------------     -------------
                                                                                            1,634               565
Expenses:
Amounts credited on insurance policyholder accounts...............................             30               170
Operating expenses................................................................            924             1,116
                                                                                    -------------     -------------
                                                                                              954             1,286
                                                                                    -------------     -------------
Income (loss) before income tax expense...........................................            680              (721)

Income tax expense................................................................              2                 5
                                                                                    -------------     -------------
Net income (loss).................................................................        $   678          $   (726)
                                                                                    -------------     -------------
                                                                                    -------------     -------------




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

Basic and diluted earnings (loss) per ADS.........................................        $  0.13          $  (0.14)
                                                                                    -------------     -------------
                                                                                    -------------     -------------

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


                                       4
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

                                                                                           Three Months Ended
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                         2007             2006
                                                                                     ------------      ------------

<S>                                                                                     <C>               <C>
Net cash used in operating activities.............................................      $    (532)        $    (592)


Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities...........................              -            (3,035)
Purchases of available-for-sale fixed maturity securities.........................              -            (9,082)
Proceeds from maturity of held-to-maturity fixed maturity securities..............          1,000             7,000
Proceeds from sale and maturity of available-for-sale fixed maturity securities...          3,000             6,575
Partial proceeds from WorldCom, Inc. securities litigation settlement.............          1,198                 -
                                                                                     ------------      ------------
Net cash provided by investing activities.........................................          5,198             1,458
                                                                                     ------------      ------------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................         (1,703)           (2,710)
                                                                                     ------------      ------------
Net cash used in financing activities.............................................         (1,703)           (2,710)
                                                                                     ------------      ------------

Net increase (decrease) in cash and cash equivalents..............................          2,963            (1,844)
Cash and cash equivalents at beginning of period..................................          6,707            10,039
Foreign currency translation adjustment...........................................              -                21
                                                                                     ------------      ------------
Cash and cash equivalents at end of period (1), (2)...............................     $    9,670        $    8,216
                                                                                     ------------      ------------
                                                                                     ------------      ------------

<FN>
(1) Does not include $1,036 of cash held in escrow as of March 31, 2006.

(2) The amount for March 31, 2007 includes $6,856 in the Company's insurance subsidiary (LPAL) which is not currently
    available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>

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


                                       5
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                            Accumulated
                                                                                               Other
                                    Ordinary Shares      Additional               Employee    Compre-      Total
                                 ----------------------   Paid-in     Retained     Benefit    hensive   Shareholders'
                                   Number      Amount     Capital     Earnings     Trusts       Loss       Equity
                                 -----------------------------------------------------------------------------------
Balance as of
<S>                              <C>         <C>         <C>         <C>         <C>         <C>         <C>
   December 31, 2006............     64,439  $    3,222  $   67,718  $    7,999  $  (62,598) $     (418) $   15,923

Net income......................          -           -           -         678           -           -         678
Share based compensation,
   including income tax
   effect of $0.................          -           -           5           -           -           -           5
Change in net unrealized
   gains and losses on
   available-for-sale securities          -           -           -           -           -           9           9
Foreign currency translation
   adjustment...................          -           -           -           -           -          (1)         (1)

                                 ----------  ----------  ----------  ----------  ----------  ----------  ----------
Balance as of
   March 31, 2007...............     64,439  $    3,222  $   67,723  $    8,677  $  (62,598) $     (410) $   16,614
                                 ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                 ----------  ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>


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




                                       6
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                March 31,
                                                                                    -------------------------------
                                                                                         2007             2006
                                                                                    -------------     -------------
<S>                                                                                     <C>               <C>
Net income (loss).................................................................      $     678         $    (726)

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

Foreign currency translation adjustments, net of income taxes of $0...............             (1)                2

Change in net unrealized gains and losses:
   Unrealized holding gains and losses on available-for-sale securities...........              9               (38)
   Reclassification adjustment for gains and losses included in net loss..........              -                14
   Deferred income taxes..........................................................              -                 -
                                                                                    -------------     -------------
Other comprehensive income (loss).................................................              8               (22)
                                                                                    -------------     -------------
Comprehensive income (loss).......................................................      $     686         $    (748)
                                                                                    -------------     -------------
                                                                                    -------------     -------------

</TABLE>



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



                                       7
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2007

     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  London  Pacific  Assurance
Limited ("LPAL") and Berkeley  International Capital Corporation  ("BICC").  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.

     While the Company's management believes that the disclosures  presented are
adequate to make the  information  not  misleading,  these  unaudited  condensed
consolidated financial statements should be read in conjunction with the audited
financial  statements  and related  notes for the year ended  December 31, 2006,
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 23, 2007. The December
31,  2006  condensed  balance  sheet data was  derived  from  audited  financial
statements but does not include all disclosures required by U.S. GAAP.

     The  results  for the three  month  period  ended  March  31,  2007 are not
indicative of the results to be expected for the full fiscal year.

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

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

Use of Estimates

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


                                       8
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recently Issued Accounting Pronouncements

     In February 2007, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards  No. 159 ("SFAS  159"),  "The Fair
Value  Option for  Financial  Assets and  Financial  Liabilities  - Including an
amendment  of FASB  Statement  No 115." SFAS 159  permits  entities to choose to
measure many financial  instruments and certain other items at fair value.  SFAS
159 is  effective  for fiscal years  beginning  after  November 15, 2007.  Early
adoption is permitted,  provided the company also elects to apply the provisions
of SFAS 157. The Company's management is currently evaluating the impact of SFAS
159, but does not expect the  adoption of SFAS 159 to have a material  impact on
its consolidated financial position, results of operations or cash flows.

     In  September  2006,  the FASB issued  Statement  of  Financial  Accounting
Standards No. 157 ("SFAS 157"),  "Fair Value  Measurements,"  which defines fair
value,  establishes  guidelines for measuring fair value and expands disclosures
regarding fair value measurements.  SFAS 157 does not require any new fair value
measurements but rather eliminates  inconsistencies in guidance found in various
prior  accounting  pronouncements.  SFAS  157  is  effective  for  fiscal  years
beginning after November 15, 2007.  Earlier adoption is permitted,  provided the
company has not yet issued financial statements,  including for interim periods,
for that fiscal year.  The  Company's  management  is currently  evaluating  the
impact of SFAS  157,  but does not  expect  the  adoption  of SFAS 157 to have a
material impact on its consolidated financial position, results of operations or
cash flows.

     In September 2006, the SEC issued Staff  Accounting  Bulletin No. 108 ("SAB
108"),  "Considering  the Effects of Prior Year  Misstatements  when Quantifying
Misstatements in Current Year Financial  Statements." SAB 108 provides  guidance
on  how  prior  year   misstatements   should  be  considered  when  quantifying
misstatements  in the  current  year  financial  statements.  SAB  108  requires
registrants to quantify  misstatements  using both a balance sheet and an income
statement approach and evaluate whether either approach results in quantifying a
misstatement  that, when all relevant  quantitative and qualitative  factors are
considered,  is  material.  SAB 108  does not  change  the  guidance  in SAB 99,
"Materiality,"  when  evaluating the  materiality of  misstatements.  SAB 108 is
effective  for fiscal  years  ending  after  November  15,  2006.  Upon  initial
application,  SAB  108  permits  a  one-time  cumulative  effect  adjustment  to
beginning retained earnings.  The adoption of SAB 108 did not have any impact on
the Company's consolidated financial statements.

     In September 2005, the American  Institute of Certified Public  Accountants
issued  Statement  of  Position  05-1 ("SOP  05-1"),  "Accounting  by  Insurance
Enterprises for Deferred  Acquisition Costs in Connection with  Modifications or
Exchanges of Insurance  Contracts." SOP 05-1 provides  guidance on accounting by
insurance enterprises for deferred acquisition costs on internal replacements of
insurance and investment  contracts other than those  specifically  described in
Statement of Financial Accounting Standards No. 97, "Accounting and Reporting by
Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains
and  Losses  from  the  Sale of  Investments."  SOP  05-1  defines  an  internal
replacement  as  a  modification  in  product  benefits,  features,  rights,  or
coverages  that occurs by the exchange of a contract for a new  contract,  or by
amendment,  endorsement, or rider to a contract, or by the election of a feature
or coverage within a contract.  Under SOP 05-1,  modifications  that result in a
substantially  unchanged contract will be accounted for as a continuation of the
replaced contract. A replacement contract that is substantially  changed will be
accounted  for as an  extinguishment  of the  replaced  contract  resulting in a
release of unamortized deferred acquisition costs, unearned revenue and deferred
sales  inducements  associated with the replaced  contract.  The guidance in SOP
05-1 will be applied  prospectively  and is effective for internal  replacements
occurring in fiscal years beginning after December 15, 2006. Because the Company
is not  replacing  insurance  policies,  there was no  impact  on the  Company's
consolidated financial statements upon adoption of SOP 05-1.


                                       9
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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
Ordinary 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  month  period   ended  March  31,  2007,   there  were  no
"in-the-money"  options or  warrants,  and  therefore  no  potentially  dilutive
securities.  As  a  result,  diluted  earnings  per  share is the same  as basic
earnings per share.  As the Company recorded a  net  loss  for  the  three month
period ended March 31, 2006, the  calculation of diluted loss per share for this
period does not include potentially dilutive employee share options and warrants
issued  to  the  Bank  of  Scotland  as  they  could  be  anti-dilutive  and, if
included,  may have  resulted  in a  reduction  of the net loss  per  share.  If
the  Company had reported net income for the three month period ended  March 31,
2006, there would have been no additional shares  included in the calculation of
diluted earnings per share for that period due to an absense  of  "in-the-money"
options and warrants.

     A  reconciliation  of the  numerators  and  denominators  for the basic and
diluted earnings (loss) per share calculations is as follows:
<TABLE>
<CAPTION>

                                                                                           Three Months Ended
                                                                                                March 31,
                                                                                    -------------------------------
                                                                                         2007             2006
                                                                                    -------------     -------------
                                                                                        (In thousands, except per
                                                                                          share and ADS amounts)

<S>                                                                                     <C>               <C>
Net income (loss).................................................................      $     678         $    (726)
                                                                                    -------------     -------------
                                                                                    -------------     -------------
Basic and diluted earnings (loss) per share and ADS:
Weighted average number of Ordinary Shares outstanding,
  excluding shares held by the employee benefit trusts............................         50,917            50,917
                                                                                    -------------     -------------

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

Basic and diluted earnings (loss) per ADS.........................................      $    0.13         $   (0.14)
                                                                                    -------------     -------------
                                                                                    -------------     -------------
</TABLE>

                                       10
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3.   Investments

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

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

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

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

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

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

Fixed Maturity Securities

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

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


                                                March 31, 2007                                  December 31, 2006
                                 ----------------------------------------------   ----------------------------------------------
                                                Gross       Gross    Estimated                   Gross       Gross    Estimated
                                 Amortized   Unrealized  Unrealized     Fair      Amortized   Unrealized  Unrealized     Fair
                                    Cost        Gains      Losses       Value        Cost        Gains      Losses      Value
                                 ----------  ----------  ----------  ----------   ----------  ----------  ----------  ----------
                                                                          (In thousands)
Available-for-Sale:
Non-U.S. corporate
<S>                              <C>         <C>         <C>         <C>          <C>         <C>         <C>         <C>
   debt securities.........      $    3,005  $        -  $       (3) $    3,002   $    4,017  $        -  $       (6) $    4,011
Corporate debt securities..           3,000           -          (2)      2,998        5,004           -          (8)      4,996
                                 ----------  ----------  ----------  ----------   ----------  ----------  ----------  ----------
                                      6,005           -          (5)      6,000        9,021           -         (14)      9,007
                                 ----------  ----------  ----------  ----------   ----------  ----------  ----------  ----------
Held-to-Maturity:
Corporate debt securities..           2,002           -          (2)      2,000        3,009           -          (5)      3,004
                                 ----------  ----------  ----------  ----------   ----------  ----------  ----------  ----------
                                      2,002           -          (2)      2,000        3,009           -          (5)      3,004
                                 ----------  ----------  ----------  ----------   ----------  ----------  ----------  ----------
Total fixed maturity
   securities..............      $    8,007  $        -  $       (7) $    8,000   $   12,030  $        -  $      (19) $   12,011
                                 ----------  ----------  ----------  ----------   ----------  ----------  ----------  ----------
                                 ----------  ----------  ----------  ----------   ----------  ----------  ----------  ----------

</TABLE>

                                       11
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investment Concentration and Risk

     As of March 31, 2007, fixed maturity  securities held by the Group included
investments in British Telecom of $3,006,000,  AOL Time Warner of $2,001,000 and
Cadbury Schweppes of $1,998,000.  These three corporate issuers each represented
more than 10% of  shareholders'  equity as of March 31,  2007.  However,  all of
these bonds mature on or before July 16, 2007.

     As of March 31, 2007, the Company's Jersey based life insurance subsidiary,
LPAL,  owned 75% of the Group's $8.0 million in fixed  maturity  securities  and
100%  of  the  Group's  $0.8  million  in   available-for-sale   private  equity
securities.  LPAL is a  regulated  insurance  company,  and as such it must meet
stringent  capital adequacy  requirements and it may not make any  distributions
without  the  consent of LPAL's  independent  actuary  and the Jersey  Financial
Services  Commission  ("JFSC").  LPAL's  investments are therefore not currently
available  to fund the  operations  or  commitments  of the Company or its other
subsidiaries.

     As of March 31, 2007, the Group held no fixed maturity securities that were
considered less than investment grade.

Realized Gains and Losses

     In the first  quarter of 2007,  the Company  reported  realized  investment
gains of  $1,198,000,  representing  a partial  distribution  resulting from the
settlements  achieved in the WorldCom,  Inc.  securities  litigation.  LPAL held
certain  WorldCom,  Inc.  publicly traded bonds which it sold at a loss in 2002.
This payment  reverses part of the realized  loss recorded in 2002.  The Company
expects to receive an additional $0.4 million as a final  distribution  later in
2007. However, such an amount and receipt is uncertain at this time. Since these
payments are for LPAL's  account,  they are not available to fund the operations
or commitment of the Company or its other subsidiaries.


Note 4.   Other Assets

     An analysis of other assets is as follows:
<TABLE>
<CAPTION>
                                                                                       March 31,       December 31,
                                                                                         2007              2006
                                                                                     ------------      ------------
                                                                                              (In thousands)

<S>                                                                                     <C>               <C>
Property, equipment and leasehold improvements, net...............................      $      16         $      17
Prepayments.......................................................................            147               195
Receivables:
   Due from broker................................................................              1                 1
   Fee income receivable..........................................................            185               169
   Other receivables .............................................................             44                18
   Allowance for doubtful accounts................................................            (34)              (34)
                                                                                     ------------      ------------
Total other assets................................................................      $     359         $     366
                                                                                     ------------      ------------
                                                                                     ------------      ------------

</TABLE>

                                       12
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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. Options are generally granted with an exercise price
equal to the fair market  value of the  underlying  shares at the date of grant.
Such  grants  to  employees  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.

Share based compensation expense

     On 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 has applied the provisions of SAB
107 in its  adoption  of SFAS  123R.  The  Company  adopted  SFAS 123R using the
modified prospective transition method.

     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 first  quarter of 2006  includes  compensation
expense for share  options  granted  prior to, but not yet vested as of December
31,  2005,  based  on the  fair  value  estimated  as of the  date of  grant  in
accordance  with the  provisions  of SFAS 123R.  No share  options  were granted
during all of 2006.  Share based  compensation  expense for the first quarter of
2007 includes  compensation  expense for share options granted prior to, but not
yet vested as of December  31,  2006,  as well as  compensation  expense for 4.5
million share options granted on March 27, 2007. 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 both the three month  periods ended March 31, 2007 and 2006 is based
upon the fact that all unvested  options  relate to  longstanding  employees and
directors.

     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.  Due to the  Company's  loss
position,  and as the  Company  had no tax  deductions  related to share  option
exercises,  there were no such tax benefits  during the first quarter of 2007 or
2006.


                                       13
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


     The fair value of share option grants to employees 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  March 31,  2007 and 2006,
compensation expense related to share options under SFAS 123R totaled $5,000 and
$32,000, respectively, and is included in operating expenses in the accompanying
statement of operations.

     During the first  quarter of 2007, as noted above,  4,500,000  options were
granted with an exercise  price equal to the fair market value of the underlying
shares on the grant  date  which  was  $0.10.  At March  31,  2007,  there  were
9,725,000  options  outstanding with a weighted average exercise price of $1.44.
Of these options, 4,475,000 were exercisable at March 31, 2007, and these have a
weighted average exercise price of $3.00. The remaining  5,250,000  options were
unvested at March 31,  2007.  These  unvested  options  have a weighted  average
exercise price of $0.11. As of March 31, 2007, total  unrecognized  compensation
expense  related to unvested  share  options was  $323,000,  of which $66,000 is
expected  to be  recognized  during  the  remainder  of 2007 and the  balance of
$257,000 is expected to be recognized over 2008 through 2011.

     The weighted-average fair value of share based payments was estimated using
a Black-Scholes option pricing model with the following assumptions:
<TABLE>
<CAPTION>

                                                                                           Three Months Ended
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                           2007             2006
                                                                                     ------------      ------------
<S>                                                                                           <C>         <C>
Expected share price volatility ..................................................            66%                 -
Risk-free interest rate ..........................................................          4.52%                 -
Expected term (in years) .........................................................           6.25                 -
Dividend yield ...................................................................              -                 -
</TABLE>



     For additional information relating to our employee share options, see Note
13 to the Company's  consolidated financial statements included in our Form 10-K
for the year ended December 31, 2006.




                                       14
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.  In  general,  the
Company's tax returns remain subject to  examination by taxing  authorities  for
the tax years 2002 through 2006.


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 March 31, 2007.

     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.
Accordingly,  the Company has no liabilities recorded for these agreements as of
March 31, 2007.



                                       15
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8.   Business Segment and Geographical Information

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

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

     Summary  revenue and  investment  gain  (loss)  information  by  geographic
segment,  based on the domicile of the Group company  generating those revenues,
is as follows:
<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                         2007              2006
                                                                                     ------------      ------------
                                                                                             (In thousands)

<S>                                                                                     <C>               <C>
Jersey............................................................................      $   1,371         $     272
Guernsey..........................................................................             29                29
United States.....................................................................            234               264
                                                                                     ------------      ------------
Consolidated revenues and net investment gains and losses.........................      $   1,634         $     565
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

     Revenues  and income  (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
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                         2007              2006
                                                                                     ------------      ------------
                                                                                             (In thousands)
Revenues and net investment gains and losses:
<S>                                                                                      <C>               <C>
Venture capital and consulting....................................................       $    205          $    207
Life insurance and annuities .....................................................          1,364               271
                                                                                     ------------      ------------
                                                                                            1,569               478
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income ....................................................             65                87
                                                                                     ------------      ------------
Consolidated revenues and net investment gains and losses.........................       $  1,634          $    565
                                                                                     ------------      ------------
                                                                                     ------------      ------------
Income (loss) before income taxes:
Venture capital and consulting....................................................       $   (157)         $    (46)
Life insurance and annuities .....................................................          1,151               (81)
                                                                                     ------------      ------------
                                                                                              994              (127)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................................             65                87
Corporate expenses................................................................           (379)             (681)
                                                                                     ------------      -----------
Consolidated income (loss) before income tax expense .............................       $    680          $   (721)
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

                                       16
<PAGE>


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

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

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated  financial  statements,  and the notes  thereto,  included  in this
quarterly  report,  and the  December 31, 2006  audited  consolidated  financial
statements,  and the notes  thereto,  included in our Annual Report on Form 10-K
filed  with the SEC on March 23,  2007.  The  unaudited  condensed  consolidated
financial statements are prepared in accordance with U.S. GAAP. This item should
also be read in  conjunction  with the  "Forward-Looking  Statements and Factors
That May  Affect  Future  Results"  which are set  forth  below and in our other
filings with the SEC.

Forward-Looking Statements and Factors That May Affect Future Results

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

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


                                       17
<PAGE>

RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Venture Capital and Consulting

       Certain information regarding our venture capital and consulting
segment's results of operations is as follows:
<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                         2007              2006
                                                                                     ------------      ------------
                                                                                              (In thousands)
Revenues and net investment gains:
<S>                                                                                      <C>               <C>
Consulting fees...................................................................       $    205          $    150
Change in net unrealized investment gains and losses on trading securities........              -                57
                                                                                     ------------      ------------
Total revenues and net investment gains...........................................            205               207

Operating expenses................................................................            362               253
                                                                                     ------------      ------------
Loss before income tax expense....................................................        $  (157)           $  (46)
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>
First quarter of 2007 compared to first quarter of 2006

     In the first quarter of 2007, the venture  capital and  consulting  segment
contributed  a loss  before  income  taxes of $157,000 to our overall net income
before  income  taxes,  compared to a loss before income taxes of $46,000 in the
first  quarter of 2006.  The losses for both  periods  were  attributable  to an
excess of fixed  operating  expenses over  consulting  fee income and investment
gains.

     Consulting  fees of $205,000  were earned  during the first quarter of 2007
compared to $150,000 in the first  quarter of 2006,  due to the  increase in the
number  of  consulting   clients.   BICC  advises   Silicon   Valley  and  other
telecommunications  equipment companies in dealing with large incumbent European
and Japanese telecommunications companies.

     Operating  expenses in this segment  increased by $0.1 million in the first
quarter of 2007  compared to the first  quarter of 2006  primarily due to higher
staff costs  allocated to  this  segment.  During 2006,  some  employees who are
normally  dedicated to the venture capital and consulting  segment spent part of
their time on certain corporate matters. During the first quarter of 2007, these
employees  were able to focus  more  fully on  venture  capital  and  consulting
activities.

     In prior  years,  this  segment's  results were  significantly  impacted by
fluctuations  in the market value of its portfolio of listed equity  securities.
As of the end of the third quarter of 2006,  all listed equity  investments  had
been sold, and our results will no longer be impact by equity market volatility.

                                       18
<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
                                                                                                March 31,
                                                                                     ------------------------------
                                                                                         2007              2006
                                                                                     ------------      ------------
                                                                                             (In thousands)
Revenues and net investment gains:
<S>                                                                                     <C>               <C>
Investment income.................................................................      $     166         $     271
Net realized investment gains.....................................................          1,198                 -
                                                                                     ------------      ------------
Total revenues and net investment gains...........................................          1,364               271

Expenses:
Amounts credited on insurance policyholder accounts ..............................             30               170
General and administrative expenses ..............................................            183               182
                                                                                     ------------      ------------
Total expenses....................................................................            213               352
                                                                                     ------------      ------------
Income (loss) before income tax expense...........................................      $   1,151         $     (81)
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>

     As  previously  disclosed in our 2002  through 2006 Annual  Reports on Form
10-K,  on July 2, 2002,  we announced  that LPAL would  discontinue  writing new
policies effective immediately.  The decision to discontinue the issuance of new
policies  was  made to avoid  the  increased  capital  requirements  created  by
additional  policyholder  liabilities.  Subsequent  to this  announcement,  LPAL
policy surrenders  increased  substantially.  Approximately 99% of LPAL's $140.2
million  in  policyholder  liabilities  as  of  June  30,  2002  have  now  been
surrendered or have matured as of March 31, 2007. Policyholder liabilities as of
March 31, 2007 were $2.0 million.  Almost all of the  surrenders  since June 30,
2002 occurred in the second half of 2002;  most of the decrease in  policyholder
liabilities since the end of 2002 is attributable to policy maturities.

     LPAL  now  focuses  on  managing  the  remaining   block  of   policyholder
liabilities. There are no plans currently to write new policies.

First quarter of 2007 compared to first quarter of 2006

     In the first quarter of 2007, LPAL  contributed  income before income taxes
of $1.2 million to our overall income before income taxes, compared to a loss of
$81,000 in the first quarter of 2006.

     The spread between  investment income and amounts credited to policyholders
improved during the first quarter of 2007 compared to the first quarter of 2006,
from $101,000 to $136,000, primarily due to increased returns on invested assets
resulting  from more  investments in corporate  bonds instead of  lower-yielding
cash equivalents,  and an increasing interest rate environment.  Interest income
on  investments  declined by $105,000 to $166,000 in the first  quarter of 2007,
primarily due to the decline in the level of LPAL's corporate bond  investments,
which was  consistent  with the decline in  policyholder  liabilities  since the
first quarter of 2006. The level of corporate  bonds held by LPAL decreased from
$16.3  million at March 31,  2006 to $6.0  million at March 31,  2007.  Interest
credited on policyholder  accounts decreased by $140,000 to $30,000 in the first
quarter of 2007,  compared  with the first  quarter of 2006.  This  decrease was
primarily due to policy  maturities since the first quarter of 2006. The average
rate  credited  to  policyholders  was 4.5%  during  the first  quarter of 2007,
compared with 5.2% in the first quarter of 2006.

     Total  invested  assets  decreased  to $13.9  million as of March 31, 2007,
compared  with  $14.5  million  as  of  December  31,  2006,  primarily  due  to
policyholder  benefits paid of $1.7 million during the first quarter of 2007. On
total  average  invested  assets  in the  first  quarter  of 2007,  the  average
annualized net return,


                                       19
<PAGE>

including realized investment gains, was 38.8%,  compared with 4.2% in the first
quarter of 2006.  Realized  investment  gains for the first quarter of 2007 were
$1,2 million. This amount was received in January 2007 and represented a partial
distribution  resulting  from the  settlements  achieved in the  WorldCom,  Inc.
securities  litigation.  LPAL held certain WorldCom,  Inc. publicly traded bonds
which it sold at a loss in 2002. This payment reverses part of the realized loss
recorded in 2002.  LPAL expects to receive an additional $0.4 million as a final
distribution later in 2007. However,  such an amount and receipt is uncertain at
this time.

     Policyholder  liabilities  as of March 31, 2007 were $2.0  million of which
$1.9 million is scheduled  to mature  during the next three months of 2007.  The
maturity profile of LPAL's corporate bond portfolio has been structured to match
approximately  the  maturity  profile  of LPAL's  policies.  In the  absence  of
redemptions,  policyholder  liabilities are projected to be  approximately  $0.1
million at the end of 2007.

     Included in general and  administrative  expenses for the first  quarter of
2007 are $44,000 of employee severance costs.  Excluding the $44,000 of employee
severance costs,  general and  administrative  expenses for the first quarter of
2007 were  $139,000,  compared to $182,000 for the first  quarter of 2006.  This
$43,000 decrease was due primarily to reduced staff and facilities costs.

Corporate and Other

First quarter of 2007 compared to first quarter of 2006

     Corporate  expenses  decreased by $0.3 million to $0.4 million in the first
quarter  of 2007,  compared  to the first  quarter  of 2006.  This  decrease  is
primarily  explained by the settlement of the SunGard  litigation  matter during
2006.

Consolidated Income (Loss) Before Income Tax Expense

First quarter of 2007 compared to first quarter of 2006

     Our  consolidated  income before income tax expense was $0.7 million in the
first  quarter of 2007,  compared  to a loss  before  income tax expense of $0.7
million in the first quarter of 2006.  This loss reversal was due primarily to a
$1.2  million  realized  gain  from the  partial  settlement  proceeds  from the
WorldCom, Inc. securities litigation and a decline in operating expenses of $0.2
million  (primarily  lower  legal  expenses  related  to the  SunGard  matter as
discussed above).

     As we no longer hold listed  equity  securities,  our results are no longer
impacted by equity market volatility.

     We continue  to pursue  opportunities  to grow the  business in the future,
however,  there is no guarantee that we will be successful in  redeveloping  our
venture capital and consulting operations.

Income Taxes

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

First quarter of 2007 compared to first quarter of 2006

     We  recorded  only  $2,000 of tax  expense  in the first  quarter  of 2007,
related to minimum  California taxes.  Gains of $0.5 million were contributed by
our Jersey and Guernsey operations during the period,  which primarily consisted
of untaxed investment gains. Losses of $0.2 million were contributed by our U.S.
subsidiaries  during the period;  however,  we did not  recognize  any U.S.  tax
benefits  due to the 100%  valuation  allowances  that we have  provided for all
deferred tax assets.

                                       20
<PAGE>


CRITICAL ACCOUNTING POLICIES

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

Determination of Fair Values of Investments

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

     We  hold  investments  in  privately  held  equity  securities,   primarily
convertible  preferred  stock in venture  capital  companies  doing  business in
various segments of technology  industries.  Venture capital  investing  entails
making  investments in companies  that are  developing  products or services for
large  emerging  markets  with the  belief  that  these  investments  will yield
superior  returns if these  companies  are  successful.  These  investments  are
normally held for a number of years. When we make these investments, most of the
companies  are still  developing  the products they intend to bring to market or
are in the early stages of product  sales.  Venture  capital  companies  are net
consumers of cash and often dependent upon additional financing to execute their
business plans.  These  investments  involve  substantial risk and the companies
generally  lack  meaningful  historical  financial  results used in  traditional
valuation  models.  The process of pricing  these  securities  range from fierce
competitive  bidding  between  financial   institutions  to  existing  investors
negotiating  prices  with  the  company  without  outside  investor  validation.
Investments  in  convertible   preferred   stock  come  with  rights  that  vary
dramatically both from company to company and between rounds of financing within
the same company. These rights, such as anti-dilution,  redemption,  liquidation
preferences and participation, bear directly on the price an investor is willing
to pay for a security.  The returns on these investments are generally  realized
through an initial  public  offering of the company's  shares or, more commonly,
through the company's acquisition by a public company.

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

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

Other-than-temporary Impairments

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

                                       21
<PAGE>

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

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

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

Life Insurance Policy Liabilities

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


LIQUIDITY AND CAPITAL RESOURCES

     Our cash and cash equivalents increased during the first quarter of 2007 by
$3.0  million  to $9.7  million.  This  increase  in cash and  cash  equivalents
primarily resulted from $5.2 million provided by investing  activities partially
offset by $0.5 million and $1.7 million of cash used in operating activities and
financing  activities,  respectively.  Cash  provided  by  investing  activities
primarily related to the maturity of fixed maturity  securities held by the LPAL
and the Group,  and the $1.2 million of  WorldCom,  Inc.  securities  litigation
proceeds  received  by  LPAL.  Cash  used in  financing  activities  related  to
insurance  policyholder benefits paid by LPAL. Cash used in operating activities
primarily  resulted  from  the  excess  of  expenses  over  revenues  (excluding
investment  gains and  losses)  for the first  quarter of 2007.  As of March 31,
2007, our cash and cash equivalents, excluding the amount held by LPAL, amounted
to $2.8 million, an increase of $0.5 million from December 31, 2006. We received
$1.0 million in proceeds  from a corporate  bond that  matured  during the first
quarter of 2007.


                                       22
<PAGE>

     Shareholders'  equity  increased  during the first  quarter of 2007 by $0.7
million from $15.9  million at December  31, 2006 to $16.6  million at March 31,
2007,  primarily due to the net income for the period.  As of March 31, 2007 and
December 31, 2006,  $62.6 million of our Ordinary  Shares,  at cost, held by the
employee benefit trusts have been netted against shareholders' equity.

     As discussed  above in "Results of  Operations  by Business  Segment - Life
Insurance and Annuities," LPAL  discontinued  issuing new policies in July 2002.
During the first  quarter  of 2007,  LPAL  continued  to  service  its  existing
policyholders.  During this period, policy surrenders totaled $27,000 and policy
maturities totaled $1.7 million.  Policyholder  liabilities were $2.0 million as
of March 31, 2007,  compared to $3.6 million as of December 31, 2006.  We do not
expect significant  surrender activity during the remaining nine months of 2007;
however, all but the remaining  seven-year policies,  approximately $1.9 million
of policyholder  liabilities,  are scheduled to mature during this period.  LPAL
has sufficient liquid resources to fund these maturities.  As of March 31, 2007,
LPAL had cash of $6.9 million,  accrued interest  receivable of $0.2 million and
corporate  bonds of $6.0  million.  In  addition,  LPAL  expects  to  receive an
additional  $0.4  million  as a  final  distribution  later  in  2007  from  the
settlements achieved in the WorldCom, Inc. securities litigation.  However, such
an amount and receipt is uncertain at this time.

     In prior  years,  LPAL held listed  equity  securities  at levels such that
fluctuations  in the market value of these listed equity  securities  could have
had a significant  impact on LPAL's statutory capital level.  Following the sale
of LPAL's remaining listed equity holdings in January 2005,  fluctuations in the
market  value of LPAL's  listed  equity  securities  no longer have an impact on
LPAL's required statutory capital level.

     As of March 31, 2007,  we had no bank  borrowings,  guarantee  obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

     As of March 31, 2007, we had $2.8 million of cash and cash  equivalents and
$2.0  million in  short-term  bonds,  excluding  cash and bonds held by our life
insurance and annuities segment.  We believe that this cash balance and the bond
maturity  proceeds are  sufficient to fund our operations  (venture  capital and
corporate activities) over at least the next 12 months.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

     For LPAL's business,  the amount of policyholder  liabilities is unaffected
by  changes in  interest  rates.  Given the  existing  policy and bond  maturity
profiles,  and that bonds will  generally  be held to maturity  and early policy
redemptions  are protected by a market value  adjustment and surrender  penalty,
the bonds and policies carry minimal interest rate risk.

     Interest  income earned on excess cash and cash  equivalents in LPAL and in
the remainder of the Group is expected to be  approximately  $0.5 million during
the remainder of 2007,  therefore  movements in market interest rates should not
have a material impact on our consolidated results.


                                       23
<PAGE>
Equity Price Risk

     In prior years, we held levels of listed equity securities which exposed us
to  significant  equity  price risk and  resulting  volatility  in our  reported
earnings.  By the end of  September  2006,  we  sold  all of our  listed  equity
holdings and thus we are no longer exposed to equity price risk on listed equity
securities.

     As of March 31,  2007,  we held $0.8  million in private  corporate  equity
securities  of  technology  companies  for which  liquid  markets  do not exist.
Private equity prices do not fluctuate directly with public equity markets,  but
significant  market  movements  may  trigger a review  for  other-than-temporary
adjustment of the carrying  values of our private equity  securities.  The risks
inherent in these private equity  investments  relate primarily to the viability
of the  investee  companies.  We try to mitigate  these  risks in various  ways,
including performing extensive due diligence prior to making an investment,  and
regularly reviewing the progress of the investee companies.


Item 4.   CONTROLS AND PROCEDURES

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

     As of the end of the period covered by this quarterly  report on Form 10-Q,
we carried out an evaluation,  under the supervision and with the  participation
of our  management,  including our chief  executive  officer and chief financial
officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures.  Based on such evaluation,  our chief executive officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  were effective as of the end of the period covered by this quarterly
report on Form 10-Q.

     There were no changes in our internal  controls  over  financial  reporting
during the quarter ended March 31, 2007 that materially affected,  or that could
reasonably  likely  materially  affect,  our internal  controls  over  financial
reporting.



                                       24
<PAGE>

                           PART II - OTHER INFORMATION


Item 1A.   RISK FACTORS

     There are no material changes from the risk factors as previously disclosed
in our Form 10-K for the year ended  December 31, 2006 in response to Item 1A to
Part I of Form 10-K.


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 Chief Financial  Officer pursuant to 18
          U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  302 of the
          Sarbanes-Oxley Act of 2002.

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

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



                                       25
<PAGE>



                                    SIGNATURE


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



                                            BERKELEY TECHNOLOGY LIMITED
                                            (Registrant)

Date:  May  15, 2007            By:    /s/  Ian K. Whitehead

                                            Ian K. Whitehead
                                            Chief Financial Officer

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




                                       26
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

               EXHIBIT INDEX FOR THE QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2007

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

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

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

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

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




                                       27