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

                                   FORM 10-K/A
                                (Amendment No. 1)
(Mark One)

/X/           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2009

                                       OR

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

                         Commission file number 0-21874

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


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

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

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


        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                               Title of each class
                  American Depositary Shares, each representing
                ten Ordinary Shares of $0.05 par value per share
                 Ordinary Shares of $0.05 par value per share *

*Not for  trading,  but only in  connection  with the  registration  of American
Depositary  Shares,  pursuant to the requirements of the Securities and Exchange
Commission.

    Indicate by  check  mark if the  registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

    If  this  report is  an  annual  report or  transition  report,  indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes [ ] No [X]

    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  has submitted  electronically
and  posted on its  corporate  Web site,  if any,  every  Interactive  Data File
required to be submitted and posted  pursuant to Rule 405 of Regulation S-T (ss.
232.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files).  Yes [ ]
No [X]

    Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,  and
will not be contained,  to the best of the registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

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


<PAGE>

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

    The aggregate market value of the voting stock held by non-affiliates of the
registrant,  based on the closing sale price of the Ordinary  Shares on June 30,
2009 as  reported  on the  London  Stock  Exchange  (using an  exchange  rate of
(pound)1.00  = $1.65)  was  $2,086,326.  Ordinary  Shares  held by each  current
executive officer and director and by each person who is known by the registrant
to own 10% or more of the  outstanding  Ordinary  Shares have been excluded from
this  computation  in that such  persons may be deemed to be  affiliates  of the
registrant.  This determination is not necessarily conclusive that these persons
are affiliates of the registrant.

    As of March 31, 2010,  the registrant had  outstanding  64,439,073  Ordinary
Shares, $0.05 par value per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

    None.

<PAGE>


                                EXPLANATORY NOTE

         The purpose of this Annual  Report on Form 10-K/A is to amend Part III,
Items 10 through 14 of our annual  Report on Form 10-K for the fiscal year ended
December 31, 2009,  which was filed with the Securities and Exchange  Commission
(the  "SEC") on March  31,  2010  (the  "2009  10-K"),  to  include  information
previously  omitted from the 2009 10-K in reliance on General  Instruction  G to
Form 10-K, which provides that registrants may incorporate by reference  certain
information from a definitive proxy statement filed with the SEC within 120 days
after the end of the fiscal  year.  The  Company's  definitive  proxy  statement
therefore  will not be filed before April 30, 2010 (i.e.,  within 120 days after
the end of the  Company's  2009 fiscal  year)  pursuant to  Regulation  14A. The
reference on the cover of the Annual Report on Form 10-K to the incorporation by
reference of the  registrant's  definitive  proxy statement into Part III of the
Annual Report is hereby deleted. These amendments do not affect consolidated net
income, total assets, liabilities or stockholder's equity.

         In addition,  as required by Rule 12b-15 under the Securities  Exchange
Act of  1934,  as  amended  (the  "Exchange  Act"),  new  certifications  by our
principal  executive  officer  and  principal  financial  officer  are  filed as
exhibits to this Annual Report on Form 10-K/A under Item 15 of Part IV hereof.

         Except as stated  herein,  this Form  10-K/A  does not  reflect  events
occurring after the filing of the Form 10-K on March 31, 2010 and no attempt has
been  made in this  Annual  Report on Form  10-K/A  to  modify  or update  other
disclosures as presented in the 2009 10-K. Accordingly,  this Form 10-K/A should
be read in conjunction with our filings with the SEC subsequent to the filing of
the Form 10-K.



<TABLE>
<CAPTION>


                                TABLE OF CONTENTS




                                    PART III

<S>                                                                                                           <C>
Item 10.      Directors and Executive Officers of the Registrant............................................    1
Item 11.      Executive Compensation........................................................................    4
Item 12.      Security Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.........................................................................    7
Item 13.      Certain Relationships and Related Transactions................................................    9
Item 14.      Principal Accountant Fees and Services........................................................    9


                                     PART IV

Item 15.      Exhibits and Financial Statement Schedules ...................................................   10


Signatures ................................................................................................    14


</TABLE>
<PAGE>


                                    PART III


Item 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       Our executive officers are as follows:

     Arthur I. Trueger,  Executive Chairman and Principal Financial Officer: Mr.
Trueger,  age  61,  is the  founder  and a  principal  shareholder  of  Berkeley
Technology  Limited. He has worked for us for more than 30 years and holds A.B.,
M.A. and J.D. degrees from the University of California.


                        BOARD OF DIRECTORS AND COMMITTEES

         Biographical  information  about each director  continuing in office is
provided below:

Arthur I. Trueger   Mr.  Trueger,  age  61,  is  the  founder  and  a  principal
Executive Chairman  shareholder of Berkeley  Technology  Limited.  He has worked
                    for us for more than 30 years and holds A.B.,  M.A. and J.D.
                    degrees from the University of California.

The Viscount        Lord Trenchard,  age 59, has been a  non-executive  director
 Trenchard          since August 1999.  Lord  Trenchard was appointed a Managing
                    Director,  Mizuho  International  plc in 2007,  and became a
                    Director of Bache  Global  Series also in 2007.  Previously,
                    Lord Trenchard was a Senior Adviser to Prudential Financial,
                    Inc.,  a provider of  international  private  client  wealth
                    management services, from 2002 to 2008. He was a director of
                    Robert  Fleming  and Co.  Limited,  or one of its  principal
                    subsidiaries,  from 1996 to 2000,  where he was also head of
                    Japanese  Investment Banking. He was a director of Kleinwort
                    Benson  Limited  from 1986 to 1996,  whose  Tokyo  office he
                    managed for many years.  Lord  Trenchard  is a member of the
                    Audit  and  Business  Development  Committees.   Subject  to
                    re-election,  Lord  Trenchard  will be required to retire by
                    rotation  again  at the  Annual  General  Meeting  in  2010,
                    provided that no  additional  directors  are  appointed,  or
                    existing directors resign, before that time.

Victor A. Hebert    Mr. Hebert, age 72, has been a non-executive  director since
                    the  Company's  incorporation  in  January  1985 and  Deputy
                    Chairman  since  February  1996. In October 2008, Mr. Hebert
                    joined  Burrill  &  Company  as  Managing  Director,   Chief
                    Administrative  Officer and Chief Legal  Officer.  Burrill &
                    Company, based in San Francisco,  is a global leader in life
                    sciences  with  principal  activities  in  venture  capital,
                    private equity, merchant banking and media. Previously,  Mr.
                    Hebert  practiced law with Heller Ehrman LLP since 1962. Mr.
                    Hebert is a member of the Compensation Committee. Subject to
                    re-election,  Mr.  Hebert  will be  required  to  retire  by
                    rotation  again  at the  Annual  General  Meeting  in  2011,
                    provided that no  additional  directors  are  appointed,  or
                    existing directors resign, before that time.

Harold E. Hughes    Mr. Hughes, age 64, has been a non-executive  director since
                    January 1987. He has been Chief Executive Officer of Rambus,
                    Inc., a chip-semiconductor interface supplier, since January
                    2005, and a director of Rambus since June 2003.  Previously,
                    he was  Chairman of  Pandesic  LLC,  an  eCommerce  software
                    supplier  owned jointly by Intel  Corporation  and SAP, from
                    1997 to 2000. Prior to Pandesic,  Mr. Hughes was employed by
                    Intel Corporation for 23 years,  during which time he held a
                    number of positions in financial and operational management.
                    He  previously  served on the  boards of  Xilinx,  Inc.  and
                    REMEC,  Inc.,  having resigned those board seats in 2006 and
                    2005,

                                       1
<PAGE>

                    respectively.  Mr.   Hughes  is  a  member  of  the   Audit,
                    Business Development and Compensation Committees. Subject to
                    re-election,  Mr.  Hughes  will be  required  to  retire  by
                    rotation  again  at the  Annual  General  Meeting  in  2012,
                    provided that no  additional  directors  are  appointed,  or
                    existing directors resign, before that time.

         The above  retirement  dates assume that no  additional  directors  are
appointed,  or existing directors resign, during the period.  Retiring directors
are  eligible  for  re-election.  We believe  that each  Director's  experience,
qualifications, attributes and skills, together with his long service, makes him
uniquely qualified to serve as a director of the Company.

Meetings of the Board

         Our Board of Directors  held four meetings  during 2009.  The Board has
three  committees:  Audit,  Compensation  and  Business  Development.  The Audit
Committee held four meetings during 2009, and there were no meetings held by the
Compensation  Committee  and  the  Business  Development  Committee.  Our  Board
administers  its  oversight  function,   both  through  the  entire  Board,  and
separately  through its Committees,  in particular  through the Audit Committee.
Both the board as a whole and the  Audit  Committee  may  examine  credit  risk,
liquidity risk and  operational  risk,  among other risks, as these apply to our
Company. Director attendance at all Board and committee meetings was 100% during
2009.

Committees of the Board

Audit Committee

Members:  Harold E. Hughes (Chairman), The Viscount Trenchard

         Our Board of  Directors  has  adopted a written  charter  for the Audit
Committee,  which is attached to this Proxy  Statement as Appendix A (as amended
and restated on May 8, 2008).  The primary  functions of the Audit Committee are
to assist the Board of Directors in fulfilling its oversight responsibilities by
reviewing  the  adequacy  of (i)  the  financial  reporting  process  (including
reviewing the  selection,  application  and  disclosure  of critical  accounting
policies),  (ii) financial information that will be provided to shareholders and
others, (iii) the systems of internal financial controls that management and the
Board have established, and (iv) our audit process and to consider issues raised
by our independent auditors in the U.K. and by our independent registered public
accounting firm in the U.S. In addition,  the Audit Committee is responsible for
considering and  recommending the appointment of, and reviewing fee arrangements
with, our independent auditors in the U.K. and our independent registered public
accounting firm in the U.S. During 2009, the Audit Committee met four times. The
functions  of our Audit  Committee  and its  activities  during 2009 are further
described  in the  "Report  of the Audit  Committee  of the Board of  Directors"
below.

Compensation Committee

Members:  Victor A. Hebert (Chairman), Harold E. Hughes

         The  Compensation  Committee  approves all elements of compensation for
the Executive Chairman,  including bonuses,  other than grants of share options.
The  Compensation  Committee  recommends  all  grants of share  options  for the
Executive  Chairman,  executive  officers  and  employees to the Trustees of The
London Pacific Group 1990 Employee Share Option Trust. Our compensation policies
or practices for all employees are reviewed by our compensation  committee or by
the board as a whole. We believe that our compensation  policies,  our system of
incentives,  and our  internal  controls  are not likely to lead to excessive or
inappropriate  risk taking by employees.  We did not pay any fees to consultants
related  to  Director  or  Executive  compensation  in 2009.  During  2009,  the
Compensation Committee did not hold any meetings.

                                       2
<PAGE>

Business Development Committee

Members:  Harold E. Hughes, The Viscount Trenchard

         The Business  Development  Committee was  established on March 31, 2001
for the purpose of dealing  generally  with all aspects of new  business  areas,
including expanding existing business internationally. Formal committee meetings
are not generally  held,  as individual  committee  members  undertake  specific
responsibilities  for  areas  of new  business  development.  During  2009,  the
Business Development Committee did not hold any meetings.

Nomination Committee

         Due to the small size of the Board,  it is considered  unnecessary  for
there to be a specific  Nomination  Committee  and the whole  Board acts in this
capacity as and when  required.  The Board of  Directors  is  comprised  of four
members (three of whom are non-executive directors).

         The Board of Directors  meets  quarterly  and any  nominations  arising
would normally be considered at those  quarterly  meetings.  There is no written
charter  for the Board in  relation  to  nominations  and one is not  considered
necessary due to the  infrequency of new Board  appointments.  If and when Board
vacancies  arise,  the Board  would  consider  applicants  from a wide  range of
sources including  recommendations  from any existing  director or officer.  The
Company may also use a third-party  search firm depending upon the circumstances
at the time of the vacancy.  While there are no minimum  qualifications  as such
for  nominees,  the Board  would look for  candidates  with  extensive  business
experience, outstanding qualifications and useful attributes and skills relative
to the requirements of the Company at the time of the nomination.  Diversity may
be  considered in nominating  directors.  The Board does not accept  unsolicited
shareholder  recommendations  due to the  small  size  of the  Board,  which  is
considered  appropriate  for the  Company,  and  the  infrequency  of new  Board
appointments.

         No nominations for director were received for consideration during 2009
or 2010 to date.


            OTHER INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS

Related Person Transactions

         There were no related person transactions in 2009.

         The Board of  Directors  reviews all related  person  transactions,  or
potential   related  person   transactions,   for   ratification,   revision  or
termination.

Combined Positions

         Our CEO and Board Chair  positions  are combined and have  historically
been so, as Mr.  Trueger was the founding  Director and Chairman of the Company.
We do not have a lead independent director.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a)  of the  Securities  Exchange  Act of 1934  and  related
regulations require our directors,  executive officers,  and anyone holding more
than 10% of the Company's  Ordinary Shares to report their initial  ownership of
the  Company's  Ordinary  Shares  and  any  changes  in  that  ownership  to the
Securities and Exchange  Commission ("SEC"). We are required to disclose in this
Proxy  Statement the failure of any reporting  person to file these reports when
due.  To our  knowledge,  based  solely on our review of copies of such  reports
received  by us, we believe  that  during  2009,  all  reporting  persons of the
Company satisfied these filing requirements.


                                       3
<PAGE>

                                 CODE OF ETHICS

         On November 12, 2003,  the Board of Directors  adopted a Code of Ethics
(the  "Code")  applicable  to  the  Company's  Chief  Executive  Officer,  Chief
Financial Officer,  Controller,  all other officers of the Company, or any other
person serving in an equivalent  position.  This Code embodies our commitment to
conduct business in accordance with the highest ethical standards and applicable
laws, rules and regulations.  Our Code was amended and restated in December 2007
and this  amended and  restated  Code was filed as Exhibit 14.1 to our Form 10-K
for the year ended December 31, 2007, filed with the SEC on March 31, 2008.


Item 11.     EXECUTIVE COMPENSATION


                             Directors' Compensation

Annual Compensation

         Each  director  receives a base  annual  fee of $3,750,  except for the
Executive  Chairman who,  effective June 30, 2001, no longer  receives this fee.
The Deputy Chairman receives an additional  annual fee of $5,000.  Each director
on the Audit Committee and Compensation  Committee receives an additional annual
fee of $3,750, and each director on the Business Development  Committee receives
an additional annual fee of $5,000. Lord Trenchard receives an additional annual
fee of $10,000 for administrative duties performed for the Company in Jersey.

Share Option Plan

         Under The London  Pacific  Group 1990 Employee  Share Option  Trust,  a
non-executive  director may be granted options to purchase our Ordinary  Shares,
generally exercisable in four equal annual installments  beginning one year from
the date of grant.  Options  expire  seven or ten years  from the date of grant.
Until further notice, new option grants will have an exercise price equal to the
net book value of the shares as of the end of the  previous  quarter.  On August
20,  2008,  each  non-executive  director  was granted  50,000  options  with an
exercise  price of $0.30,  the net book value of the shares as of June 30, 2008,
and vesting over four years. No new options were granted in 2009.

         The Executive  Chairman  makes  recommendations  to the Trustees of The
London Pacific Group 1990 Employee Share Option Trust in relation to such grants
to the non-executive directors.

                  Director Summary Compensation Table for 2009
<TABLE>
<CAPTION>

                                                              Non-Equity  Nonqualified
                             Fees                             Incentive     Deferred
                          Earned or                              Plan       Compen-      All Other
                           Paid in      Stock        Option     Compen-     sation        Compen-
          Name              Cash        Awards       Awards     sation      Earnings      sation(1)      Total
                              $            $            $          #            $             $            $
----------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>         <C>         <C>          <C>           <C>      <C>
Harold E. Hughes              16,250         0           0           0            0             0        16,250
----------------------------------------------------------------------------------------------------------------
Victor A. Hebert              12,500         0           0           0            0             0        12,500
----------------------------------------------------------------------------------------------------------------
Viscount Trenchard            12,500         0           0           0            0        10,000        22,500
----------------------------------------------------------------------------------------------------------------
<FN>
(1) Amount  reflects  an  additional  annual fee of $10,000  for  administrative
duties performed for the Company in Jersey.
</FN>
</TABLE>

                                       4
<PAGE>




                             EXECUTIVE COMPENSATION

Executive Compensation Components

Base Salary and Annual Incentive Compensation

         For 2009,  our executive  officers  received an annual  salary,  but no
bonuses  related  to the  prior  year were  paid,  and no  bonuses  will be paid
relating  to 2009,  due to the  Company's  net  operating  losses  for 2009.  In
addition,  the Company is continuing to conserve cash in light of its efforts to
develop its venture capital consulting  business.  Our compensation  policies or
practices for all employees are reviewed by our compensation committee or by the
board as a whole. We believe that our system of incentives and internal controls
are not likely to lead to excessive or inappropriate risk taking by employees.

         For the last seven (7) years, since 2003, Mr. Trueger has not  received
any directors' fees, salary increases, bonuses, or stock options, only an annual
salary  of $300,000. For  2010, due  to  several  factors  including Mr. Trueger
assuming responsibility as Principal  Financial  Officer, his annual  salary was
increased to $350,000, and he  was  awarded  a  one-time  incentive  payment  of
$50,000.  On August 12, 2008, the  Company  gave notice to  Mr.  Whitehead,  the
Company's former Chief Financial  Officer, that  his employment  agreement would
end  on June 30, 2009. Reference  is made to  Exhibit  10.3.1 to  the  Company's
Form 10-K for  the  year ended  December  31, 2000 for a copy of Mr. Whitehead's
employment agreement and to Mr.  Whitehead's  salary waiver  described  below in
"Potential Payments upon Termination or Change in Control."  In connection  with
the notice to end his employment agreement referenced above, Mr. Whitehead  gave
notice to the Company that he had rescinded  his salary  waiver. Therefore,  Mr.
Whitehead's annual  salary  increased  from (pound)150,000 to (pound)500,000 for
the period from July 1, 2008 through June 30, 2009.

Long-term Incentive Plan

         Share options may be granted to the Executive Chairman under The London
Pacific Group 1990 Employee Share Option Trust.  The  Compensation  Committee of
the Board of Directors  considers the  responsibilities  and  performance of the
Executive  Chairman and the performance of the Group when determining the number
of options to be  recommended  to the Trustees of The London  Pacific Group 1990
Employee Share Option Trust. The Trust may grant share options to other officers
and  employees,  following  recommendations  from the Executive  Chairman to the
Compensation  Committee,  which,  if concurring,  makes  recommendations  to the
trustees of the Trust.  The  objectives of this plan include  retaining the best
personnel and providing for additional performance incentives.

         Generally,  option grants are  exercisable  in four equal  installments
beginning  one  year  from  the  date  of  the  grant,   subject  to  employment
continuation, and expire seven or ten years from the date of the grant.

         There were no option  exercises  during  2009 under The London  Pacific
Group 1990  Employee  Share Option Trust by the named  executive  officers.  The
value of the share  options  held by them as of December 31, 2009 was nil as all
vested and unvested share options were not in-the-money at that date.

Pension Plan

         The Group  provided a defined  contribution  plan for its former  Chief
Financial Officer.  This plan was established in 2000, with $27,000  contributed
during the year ended December 31, 2009.

Deferred Compensation Plan

         The Company  currently does not offer a deferred  compensation plan for
executive officers or employees.



                                       5
<PAGE>

Perquisites and Other Executive Benefits

         The Company currently does not offer any perquisites or other executive
benefits to its executive officers.

Employment Contracts

         Mr. Whitehead  joined us in September 1990 as Chief Financial  Officer.
The Company extended an employment  letter to Mr.  Whitehead.  His employment is
terminable  either by the Company on twelve (12) months written notice or by Mr.
Whitehead on six (6) months written  notice.  As discussed  above, on August 12,
2008, the Company gave notice to Mr.  Whitehead  that his  employment  agreement
would end on June 30, 2009.

         The  Executive  Chairman  does not have a contract of service  with the
Company.

                           SUMMARY COMPENSATION TABLE

         The following table sets forth the cash and non-cash  compensation paid
to our Executive  Chairman and former Chief  Financial  Officer for the last two
fiscal years:

<TABLE>
<CAPTION>
                                                                     Non-
                                                                    Equity    Nonqualified
                                                                   incentive   Deferred
                                                                     Plan       Compen-     All Other
Name and                                         Stock    Option    Compen-     sation       Compen-
Principal           Year     Salary    Bonus    Awards    Awards    sation     Earnings      sation(1)    Total
Position                        $         $        $         $          #          $            $           $
------------------------------------------------------------------------------------------------------------------
<S>               <C>      <C>            <C>      <C>        <C>       <C>          <C>         <C>    <C>
Arthur I.           2009     300,000        0        0          0         0            0           0      300,000
Trueger,            2008     300,000        0        0          0         0            0           0      300,000
Executive Chairman
------------------------------------------------------------------------------------------------------------------
Ian K.              2009     372,917        0        0          0         0            0      34,117      407,034
Whitehead,          2008     581,083        0        0          0         0            0      64,781      645,864
Former CFO
------------------------------------------------------------------------------------------------------------------
<FN>
(1)   Amounts represent pension plan contributions for 2008 and 2009, as well as
      $6,798 and $7,267 for life insurance and additional  long-term  disability
      insurance benefits in 2008 and 2009, respectively, for Mr. Whitehead.
</FN>
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

                OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2009

                                    Option Awards                                          Stock Awards

             ------------------------------------------------------------  ----------------------------------------------
                                                                                                              Equity
                                                                                                              Incentive
                                                                                                    Equity      Plan
                                                                                                   Incentive   Awards:
                                       Equity                                                        Plan     Market or
                                      Incentive                                                     Awards:    Payout
               Number     Number of     Plan                                                       Number of  Value of
                 of      Securities    Awards:                                          Market     Unearned   Unearned
             Securities  Underlying   Number of                            Number of   Value of     Shares,    Shares,
             Underlying    Unexer-    Securities                           Shares or   Shares or   Units or   Units or
               Unexer-     cised      Underlying                           Units of    Units of      Other     Other
                cised      Options:   Unexercised   Option     Option        Stock    Stock That    Rights     Rights
               Options:    Unexer-     Unearned    Exercise   Expiration   That Have   Have Not    That Have  That Have
   Name      Exercisable   cisable     Options      Price       Date       Not Vested   Vested    Not Vested  Not Vested
                  #           #           #           $                         #           $           #          $
-------------------------------------------------------------------------------------------------------------------------
Arthur I.
<S>            <C>             <C>         <C>    <C>       <C>                <C>         <C>         <C>        <C>
Trueger        2,000,000         0           0      $5.40    May 17, 2011         0           0           0          0
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


            POTENTIAL PAYMENTS UPON TERMINATION OR change in CONTROL

         As of  December  31,  2009,  there is no  payment  due as there  are no
employment contracts with the Company.

         Mr. Trueger does not have a contract of service with the Company.

         Under a December 31, 2009 termination scenario, all vested and unvested
share options held by Mr. Trueger were  out-of-the-money  on that date, and thus
no share options would have been exercised and no value would have been received
by him.


Item 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED STOCKHOLDER MATTERS

       The information regarding security ownership of certain beneficial owners
and management is incorporated by reference to the section entitled "Information
Regarding  Beneficial  Ownership  of  Principal   Shareholders,   Directors  and
Executive Officers" in our Proxy Statement.

The  following  table  is a  summary  of  selected  information  for our  equity
compensation plans as of December 31, 2009.
<TABLE>
<CAPTION>
                                                                                                   Number of Shares
                                            Number of Shares to        Weighted-Average     Remaining Available for
                                        be Issued Upon Exercise       Exercise Price of       Future Issuance Under
                                        of Outstanding Options,    Outstanding Options,         Equity Compensation
                                            Warrants and Rights     Warrants and Rights                       Plans
                              --------------------------------------------------------------------------------------------

Equity compensation plans
<S>                                                   <C>                        <C>                           <C>
   approved by shareholders.............              6,475,000 (1)               $2.09                         (1)

Equity compensation plans not
   approved by shareholders.............                     -                        -
                                                ---------------                --------
Total...................................              6,475,000                   $2.09
                                                ---------------                --------
                                                ---------------                --------

                                       7
<PAGE>
<FN>
(1) Our  equity  compensation  plans do not  contain  a limit on the  number  of
    options that may be granted to  employees.  However,  the plans do not allow
    for the issuance of previously  authorized  and unissued  shares to meet the
    obligations of the plans upon an employee option exercise. When an option is
    granted,  the trust that administers the plan borrows funds from the Company
    or one of its  subsidiaries  and uses those funds to purchase  the number of
    shares  underlying  the option grant.  The maximum loan allowed in any given
    year is equal to 5% of consolidated net assets as of the end of the previous
    fiscal year.
</FN>
</TABLE>

       Information  regarding the features of the equity  compensation  plan not
approved  by  shareholders  is  incorporated  by  reference  to  Note  10 to the
Consolidated Financial Statements in Item 8 of this Form 10-K.


             INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL
                 SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS

         The  following  table sets forth  certain  information  with respect to
beneficial ownership of Ordinary Shares as of March 31, 2010 for each person who
is  known  by us to  own  beneficially  more  than  5% of  the  Ordinary  Shares
(including  Ordinary  Shares  underlying  ADRs),  for  directors  and  executive
officers  named  in the  Summary  Compensation  Table  on page 9 of  this  Proxy
Statement,  and for all directors and executive officers as a group:



<TABLE>
<CAPTION>
                                                         Amount and Nature of Ownership (1)
                                     -----------------------------------------------------------------------------
                                                      Options Exercisable
                                        Number of      Within 60 Days of      Total Shares         Percent of
                                         Ordinary      March 31, 2010 (2)     Beneficially        Outstanding
                Name                   Shares Owned                               Owned         Ordinary Shares
                                                                                                      (2)
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                <C>                      <C>
Arthur I. Trueger                       19,260,693          2,000,000          21,260,693               29.9%
650 California Street, Suite 2600
San Francisco, California 94108
------------------------------------------------------------------------------------------------------------------
The London Pacific Group                13,084,681                  -          13,084,681               20.3%
1990 Employee Share
Option Trust (2) (3)
Whiteley Chambers, Don Street
St. Helier, Jersey JE4 9WG
Channel Islands
------------------------------------------------------------------------------------------------------------------
Victor A. Hebert (4)                        45,000             70,000             115,000                   *
------------------------------------------------------------------------------------------------------------------
Harold E. Hughes                                 -             90,000              90,000                   *
------------------------------------------------------------------------------------------------------------------
The Viscount Trenchard                           -             70,000              70,000                   *
All directors and executive             19,305,693          2,230,000          21,535,693               30.0%
  officers as a group (2)
------------------------------------------------------------------------------------------------------------------
Peter Gyllenhammar (5)                   5,175,000                  -           5,175,000                8.0%
Grev Turegatan 27
11438 Stockholm, Sweden
------------------------------------------------------------------------------------------------------------------
SC Fundamental LLC (6)                   9,964,210                  -           9,964,210               15.5%
747 Third Avenue, 27th Floor
New York, New York  10017
------------------------------------------------------------------------------------------------------------------

* Amount represents less than one percent.
<FN>
(1)  Except as  described  in footnote (4) below,  each  director and  executive
     officer has sole voting and investment power with respect to his shares.

                                        8
<PAGE>

(2)  The shares underlying the 2,230,000  options  exercisable are also included
     in the  13,084,681  shares held by The London  Pacific  Group 1990 Employee
     Share Option Trust. The Percentages of Outstanding  Ordinary Shares reflect
     ownership of shares owned and options vested or exercisable by May 30, 2010
     which are  in-the-money.  If all options  held by  directors  or  executive
     officers were to become  in-the-money  by May 30, 2010,  Mr.  Trueger would
     hold 33.0%, and all directors and executive  officers as a group would hold
     33.4%.

(3)  The Trustees of The London  Pacific Group 1990 Employee  Share Option Trust
     are  entitled  to notice  of, and to vote at the  Meeting,  with each share
     entitling  them to one vote.  The  Trust  has  waived  its  entitlement  to
     dividends on any shares held.

(4)  The number of Ordinary  Shares owned by Mr. Hebert  includes  40,000 shares
     held in a pension and profit  sharing  trust for the benefit of Mr.  Hebert
     over which he has shared voting and investment power.

(5)  We were notified on January 7, 2008 that  Bronsstadet AB and Union Discount
     Company of London plc,  companies  wholly-owned by Mr. Peter  Gyllenhammar,
     had  increased  their  combined  holdings to 4,545,000  Ordinary  Shares on
     January 4, 2008. We were notified further on January 29, 2008 that the same
     two companies  wholly-owned by Mr. Peter Gyllenhammar,  had increased their
     combined holdings to 5,175,000 on January 25, 2008.

(6)  We were notified on April 13, 2010 that SC Fundamental  LLC holds a portion
     as Ordinary Shares and a portion in ADR form.
</FN>
</TABLE>


Item 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required by this Item is incorporated by reference to
the section entitled "Other Information About Directors and Executive  Officers"
in our Proxy Statement.


Item 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

             Report of the Audit Committee of the Board of Directors

         Management is  responsible  for the financial  reporting  process,  the
preparation  of  consolidated  financial  statements  in  accordance  with  U.S.
generally accepted accounting  principles,  the system of internal controls, and
procedures   designed  to  insure  compliance  with  accounting   standards  and
applicable laws and regulations.  The Company's independent auditors, BDO LLP in
the U.K., are  responsible  for auditing the financial  statements in accordance
with  International  Standards on Auditing (UK and  Ireland),  and the Company's
independent registered public accounting firm, BDO Seidman, LLP in the U.S., are
responsible  for  auditing  the  financial  statements  in  accordance  with the
standards  established  by the PCAOB  (United  States).  The  Audit  Committee's
responsibility  is to monitor and review these  processes  and  procedures.  The
members  of the  Audit  Committee  are  neither  professionally  engaged  in the
practice  of  accounting  or  auditing.  The  Audit  Committee  relies,  without
independent  verification,  on  the  information  provided  to  them  and on the
representations  made by  management  that the  financial  statements  have been
prepared  with  integrity  and  objectivity,   and  on  the  representations  of
management and the opinions of BDO LLP and BDO Seidman,  LLP that such financial
statements  have  been  prepared  in  conformity  with U.S.  generally  accepted
accounting principles.

         The Audit  Committee  reviewed  and  discussed  the  Company's  audited
financial  statements  for the year ended  December 31, 2009 with the  Company's
management and with the Company's independent registered public accounting firm,
BDO  Seidman,  LLP. The Audit  Committee  discussed  with BDO  Seidman,  LLP the
matters  required to be discussed under generally  accepted  auditing  standards
(including  Statements on Auditing  Standards ("SAS") No. 61). In addition,  the
Audit  Committee has discussed with the  independent  auditors,  BDO LLP and BDO
Seidman,  LLP,  the  auditors'  independence  from  management  and the  Company
(including the matters in the written  disclosure  required by PCAOB Rule 3526),
and  considered  the  compatibility  of non-audit  services  with the  auditors'
independence.  The Audit Committee  considered and


                                        9
<PAGE>


believes that the performance of services  related to  "Audit-Related  Fees" and
"Tax Fees" is compatible with  maintaining the  independence of BDO LLP and  BDO
Seidman, LLP.

         For the  years  ended  December  31,  2009  and  2008,  BDO LLP and BDO
Seidman, LLP billed or will bill the Company for the following fees:
<TABLE>
<CAPTION>

                                                                   2009                      2008
         <S>                                                  <C>                       <C>
         Audit Fees                                            $155,640                  $156,967
         Audit-Related Fees (1)                                 $12,499                   $12,078
         Tax Fees (2)                                            $8,004                    $2,070
         All Other Fees                                              $0                        $0

<FN>
(1) Related to the audits of our insurance  regulatory  reports.  (2) Related to
tax compliance services.
</FN>
</TABLE>


         Based on the Audit Committee's  review and discussions above, the Audit
Committee  recommended  to the Board of  Directors  that the  Company's  audited
financial  statements be included in its Annual Report on Form 10-K for the year
ended December 31, 2009, for filing with the Securities and Exchange Commission,
and in its 2009 Annual Report to Shareholders.

         The Audit  Committee  pre-approved  all fees for audit and  permissible
non-audit services performed by BDO LLP and BDO Seidman, LLP.


         The Audit  Committee has considered and concluded that the provision of
the non-audit  services in the table above is compatible  with  maintaining  the
independence  of BDO LLP and BDO  Seidman,  LLP, and has  pre-approved  all such
fees.

                                 AUDIT COMMITTEE
                           Harold E. Hughes (Chairman)
                             The Viscount Trenchard




                                     PART IV

Item 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this Form 10-K:

1. Exhibits:

         The following exhibits of Berkeley  Technology Limited and subsidiaries
         are filed herewith or incorporated by reference as indicated below:

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

3.(I).1     Memorandum  and  Articles  of  Association  of  Berkeley  Technology
            Limited, as amended and restated on April 18, 2000 (filed previously
            as  Exhibit  3.(I) to our Form 10-Q for the  quarter  ended June 30,
            2000).

3.(I).2     Certificate of  Incorporation  on Change of Name dated June 12, 2003
            (filed  previously as Exhibit  3.(I).2 to our Form 10-K for the year
            ended December 31, 2003).


                                       10
<Page>

4.1         Specimen Ordinary Share certificate (filed previously as Exhibit 4.1
            to our Form 10-K for the year ended December 31, 2000).

4.2         Form of Deposit  Agreement  dated September 25, 1992, as amended and
            restated as of November 24, 1993, as further amended and restated as
            of March 14, 2000, among us, The Bank of New York as Depositary, and
            all  Owners and  Holders  from time to time of  American  Depositary
            Receipts  issued  thereunder  (filed  previously as Exhibit A to our
            Registration  Statement  on Form F-6  (Registration  No.  333-11658)
            dated March 14, 2000).

4.3         Letter  Agreement dated August 25, 1992 between The Bank of New York
            and us  covering  the Basic  Administration  Charge  relating to the
            Deposit  Agreement (shown above as Exhibit 4.2) (filed previously as
            Exhibit  3.8  to  our   Post-Effective   Amendment   No.  2  to  our
            Registration Statement on Form 20-F/A dated August 31, 1993).

4.4         Form of Deposit  Agreement  as amended  and  restated as of June 24,
            2002,  among us, The Bank of New York as Depositary,  and all Owners
            and Holders from time to time of American Depositary Receipts issued
            thereunder (filed previously as Exhibit 4.4 to our Form 10-Q for the
            quarter ended June 30, 2002).

4.4.1       Form of  Amendment  Agreement  to  Deposit  Agreement  entered  into
            January 20, 2010 and effective February 19, 2010.

4.5         Warrant  Agreement  dated  February  14,  2003  between  us and  the
            Governor  and Company of the Bank of  Scotland  relating to the Term
            Loan  and  Guarantee   Facility   dated  December  20,  2002  (filed
            previously  as Exhibit  4.5 to our Form 10-Q for the  quarter  ended
            March 31, 2003).

4.6         Specimen  Ordinary  Share  certificate,  as amended on June 12, 2003
            (filed previously as Exhibit 4.6 to our Form 10-K for the year ended
            December 31, 2003).

10.1.1      Settlement  dated  February  16,  1990 among (1) us, (2) John Gerald
            Patrick Wheeler and (3) Ian Walter Strang,  constituting  The London
            Pacific Group 1990 Employee Share Option Trust (filed  previously as
            Exhibit 3.2 to our  Post-Effective  Amendment No. 2 to  Registration
            Statement on Form 20-F/A dated August 31, 1993).

10.1.2      Executed  Instrument  dated  March 18,  1994  among (1) John  Gerald
            Patrick Wheeler, (2) Ian Walter Strang and (3) Richard John Pirouet,
            relating to The London  Pacific  Group 1990  Employee  Share  Option
            Trust (filed  previously  as Exhibit  3.2.1 to our Annual  Report on
            Form 20-F dated June 10, 1994).

10.1.3      Executed  Instrument  dated  September 27, 1994 among (1) Ian Walter
            Strang,  (2)  Richard  John  Pirouet  and (3) Clive  Aubrey  Charles
            Chaplin,  relating to The London  Pacific Group 1990 Employee  Share
            Option Trust (filed previously as Exhibit 3.2.2 to our Annual Report
            on Form 20-F dated June 29, 1995).

10.1.4      Executed Instrument dated March 3, 1995 among (1) Ian Walter Strang,
            (2) Richard  John  Pirouet  and (3) Clive  Aubrey  Charles  Chaplin,
            relating to The London  Pacific  Group 1990  Employee  Share  Option
            Trust (filed  previously  as Exhibit  3.2.3 to our Annual  Report on
            Form 20-F dated June 29, 1995).

10.1.5      Executed  Instrument  dated  August 22, 1996 among (1) Richard  John
            Pirouet,  (2) Clive Aubrey  Charles  Chaplin and (3) Ronald  William
            Green,  relating to The London  Pacific  Group 1990  Employee  Share
            Option Trust (filed previously as Exhibit 3.2.4 to our Annual Report
            on Form 20-F dated June 30, 1997).

                                       11
<PAGE>

10.1.6      Executed  Instrument  dated  August 29, 1998 among (1) Richard  John
            Pirouet,  (2) Clive Aubrey Charles Chaplin, (3) Ronald William Green
            and (4) Victor Aloysius Hebert, relating to The London Pacific Group
            1990 Employee Share Option Trust (filed  previously as Exhibit 3.2.5
            to our Annual Report on Form 20-F dated June 30, 1999).

10.1.7      Executed  Instrument  dated  May 31,  2000  among (1)  Richard  John
            Pirouet,  (2) Clive Aubrey Charles Chaplin, (3) Ronald William Green
            and (4) Victor Aloysius Hebert, relating to The London Pacific Group
            1990 Employee Share Option Trust (filed previously as Exhibit 10.2.1
            to our Form 10-Q for the quarter ended September 30, 2000).

10.1.8      Executed  Instrument  dated  May 31,  2000  among (1)  Richard  John
            Pirouet, (2) Clive Aubrey Charles Chaplin, (3) Ronald William Green,
            (4) Victor Aloysius Hebert and (5)  Christopher  Byrne,  relating to
            The London  Pacific  Group 1990  Employee  Share Option Trust (filed
            previously as Exhibit  10.2.2 to our Form 10-Q for the quarter ended
            September 30, 2000).

10.2.1(1)   Agreement   dated  July   1,  1990   between  us  and  Ian   Kenneth
            Whitehead  (filed  previously as Exhibit 10.3.1 to our Form 10-K for
            the year ended December 31, 2000).

10.2.2(1)   London  Pacific  Advisers  Limited  Retirement  Scheme  confirmation
            dated December 5, 2000 for Ian Kenneth  Whitehead (filed  previously
            as Exhibit  10.3.3 to our Form 10-K for the year ended  December 31,
            2001).

10.3.1      Settlement dated May 23, 1997 among BG Services Limited and A.L.O.T.
            Trustee Limited  establishing Agent Loyalty Opportunity Trust (filed
            previously  as  Exhibit  10.4.1 to our Form 10-K for the year  ended
            December 31, 2001).

10.3.2      Executed  Deed  dated  July 16,  1997 by  A.L.O.T.  Trustee  Limited
            relating to Agent  Loyalty  Opportunity  Trust (filed  previously as
            Exhibit  10.4.2 to our Form  10-K for the year  ended  December  31,
            2001).

10.3.3      Executed  Deed dated  August 13,  1997 by A.L.O.T.  Trustee  Limited
            relating to Agent  Loyalty  Opportunity  Trust (filed  previously as
            Exhibit  10.4.3 to our Form  10-K for the year  ended  December  31,
            2001).

10.3.4      Executed  Deed dated  August 20,  1998 by A.L.O.T.  Trustee  Limited
            relating to Agent  Loyalty  Opportunity  Trust (filed  previously as
            Exhibit  10.4.4 to our Form  10-K for the year  ended  December  31,
            2001).

10.3.5      Executed Deed of Amendment and  Appointment  dated December 11, 2001
            among Berkeley  International  Capital Limited and A.L.O.T.  Trustee
            Limited   relating  to  Agent  Loyalty   Opportunity   Trust  (filed
            previously  as  Exhibit  10.4.5 to our Form 10-K for the year  ended
            December 31, 2001).

10.4        Asset  Purchase  Agreement  dated  March 7,  2003  between  Berkeley
            Capital  Management  ("BCM"),  Berkeley (USA)  Holdings  Limited and
            Berkeley   Capital   Management   LLC   relating   to  the  sale  of
            substantially  all of  the  assets  and  operations  of  BCM  (filed
            previously  as Exhibit  10.5 to our Form 10-Q for the quarter  ended
            March 31, 2003).

10.5        Purchase Agreement, dated May 9, 2003, for the acquisition of London
            Pacific Advisory Services, Inc. and London Pacific Securities,  Inc.
            by SunGard Business  Systems Inc. (filed  previously as Exhibit 10.6
            to our Form 10-Q for the quarter ended June 30, 2003).

14.1        Code of Ethics as amended and restated as of December 2007.

21          Subsidiaries of the Company as of March 31, 2009.

                                       12
<PAGE>

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.

__________

(1)      Management  contract  or  compensatory arrangement filed in response to
         Item 15(a)(3) of the instructions to Form 10-K.


                                      13
<PAGE>


                                   SIGNATURES


       Pursuant  to the  requirements  of Section 13 or 15(d) 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)

                                                 By     /s/  Arthur I. Trueger

Date:  April 30, 2010                                   Arthur I. Trueger
                                                        Executive Chairman


       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


                                    /s/  Arthur I. Trueger
Date:  April 30, 2010               Arthur I. Trueger
                                    Executive Chairman
                                    (Principal Executive Officer)


                                    /s/  Arthur I. Trueger
Date:  April 30, 2010               Arthur I. Trueger
                                    Principal Financial Officer
                                    (Principal Financial and Accounting Officer)




                                      14