<PAGE>
                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                         EXCHANGE ACT OF 1934

                 For The Year Ended December 31, 1998

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

            For the transition period from N/A to N/A
                                           ---    ---

                      Commission File No. 814-82

TECHNOLOGY FUNDING VENTURE PARTNERS V, AN AGGRESSIVE GROWTH FUND, L.P.
----------------------------------------------------------------------
         (Exact name of Registrant as specified in its charter)

          DELAWARE                             94-3094910
-------------------------------    ----------------------------------
(State or other jurisdiction of    (I.R.S. Employer Identification 
incorporation or organization)      No.)

2000 Alameda de las Pulgas, Suite 250
San Mateo, California                                          94403
---------------------------------------                     --------
(Address of principal executive offices)                   (Zip Code)

                              (650) 345-2200
             --------------------------------------------------
            (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:  Limited   
  Partnership Units

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 if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of 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.               [   ]
No active market for the units of limited partnership interests 
("Units") exist, and therefore the market value of such Units cannot 
be determined.
Documents incorporated by reference:  Portions of the Prospectus dated 
January 22, 1992, forming a part of Registration Statement No. 33-
31237 filed pursuant to Rule 424(c) of the General Rules and 
Regulations under the Securities Act of 1933, as modified by Post-
Effective Amendment No. 1 dated April 23, 1990, are incorporated by 
reference in Parts I and III hereof.  Portions (pages 23 to 25) of the 
Prospectus of Technology Funding Venture Capital Fund VI, LLC as 
revised June 4, 1998 (accession number 0000950133-98-002220), forming 
a part of the December 5, 1997, Pre-Effective Amendment No. 1 to the 
Form N-2 Registration Statement No. 333-23913 dated July 11, 1997, are 
incorporated by reference in Part III hereof.


<PAGE>

                                   PART I

Item 1.  BUSINESS
------   --------

Technology Funding Venture Partners V, An Aggressive Growth 
Fund, L.P. (the "Partnership") is a limited partnership 
organized under the laws of the State of Delaware on June 26, 
1989 and was inactive until it commenced the sale of Units in 
May of 1990.  The purpose of the Partnership is to make 
venture capital investments in emerging growth companies as 
described in the "Introductory Statement" and "Business of 
the Partnership" sections of the Prospectus dated January 22, 
1992.  The Partnership has elected to be a business 
development company under the Investment Company Act of 1940, 
as amended (the "Act"), and operates as a nondiversified 
investment company as that term is defined in the Act.  
Additional characteristics of the Partnership's business are 
discussed in the "Risk Factors" and "Conflicts of Interest" 
sections of the Prospectus, which sections are also 
incorporated herein by reference.  The Partnership's term was 
extended for a two-year period to December 31, 2000 pursuant 
to unanimous approval by the Independent General Partners in 
1998.  The Partnership's Amended and Restated Limited 
Partnership Agreement ("Partnership Agreement") provides that 
the Partnership may be further continued, subject to the 
right of the Individual General Partners, for an additional 
two-year period.

Item 2.  PROPERTIES
------   ----------

The Registrant has no material physical properties.

Item 3.  LEGAL PROCEEDINGS
------   -----------------

There are no material pending legal proceedings to which the 
Registrant is party or of which any of its property is the 
subject, other than routine litigation incidental to the 
business of the Partnership.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------   ---------------------------------------------------

The matters below were voted upon at the Annual Meeting of 
the Partnership held on September 11, 1998.  At the meeting 
215,569 Limited Partner Units were represented in person or 
by proxy.

   a)  Election of three Individual General Partners.
<TABLE>
<CAPTION>
                                  VOTES     VOTES
      NAME                         FOR     WITHHELD
  -------------                  -------   --------
<S>                             <C>        <C>
Ben H. Crawford, Ph.D.           208,041    7,528
Harry E. Kitch, P.E.             207,658    7,911
Alfred E. Osborne, Jr., Ph.D.    208,434    7,135
</TABLE>

   b)  Election of two Managing General Partners.
<TABLE>
                                VOTES        VOTES
      NAME                       FOR        WITHHELD
  -------------                -------      --------
<S>                           <C>            <C>
Technology Funding Inc.        209,391       6,178
Technology Funding Limited     209,361       6,208
</TABLE>

   c)  Ratification of appointment of KPMG LLP as
independent auditors.
<TABLE>
<S>                          <C>
For:                          206,519
Against:                        1,216
Abstain:                        7,834
</TABLE>

PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
------   -------------------------------------------------------------
         MATTERS
         -------

        (a) There is no established public trading market for the 
            Units.
        (b) At December 31, 1998, there were 6,582 record holders of 
            Units.
        (c) The Registrant, being a partnership, does not pay 
            dividends.  Cash distributions, however, may be made to
            the partners pursuant to the Registrant's Partnership
            Agreement.

Item 6.  SELECTED FINANCIAL DATA
------   -----------------------
<TABLE>
<CAPTION>
                                           For the Years Ended and As of December 31, 
                               -----------------------------------------------------------------
                                 1998         1997           1996           1995          1994
                               --------     --------       --------       --------      --------
<S>                          <C>           <C>            <C>          <C>            <C>
Total interest income        $   16,681      109,168        177,557        620,711      943,311
Total dividend income                --      280,010             --             --           --
Net operating loss           (1,792,028)    (678,851)    (1,796,650)    (1,095,815)    (689,890)
Net realized gain from
  sales of equity
  investments                     5,305    3,781,057      2,174,495        935,950    3,209,979
Realized losses from
  investment write-downs     (3,375,003)  (1,059,212)    (4,049,697)    (3,137,377)    (541,125)
Recoveries from investments
  previously written-off             --           --         23,922         45,248           --
Net realized gain from
 venture capital limited
 partnership investments        237,354       38,757         22,997             --           --
Net realized (loss) income   (4,924,372)   2,081,751     (3,624,933)    (3,251,994)   1,978,964
Change in net unrealized 
 fair value:
  Equity investments          2,139,142    8,572,830      2,019,333        765,254     (314,082)
  Secured notes receivable           --           --        955,000       (395,000)    (443,000)
  Other investments             265,720     (265,720)            --             --           --
Net (loss) income            (2,519,510)  10,388,861       (650,600)    (2,881,740)   1,221,882
Net realized (loss)
 income per Unit                    (12)           5             (9)            (8)           5
Total assets                 37,702,090   39,415,870     29,077,479     29,698,636   32,599,849


Refer to the financial statement notes entitled "Summary of Significant Accounting Policies" and 
"Allocation of Profits and Losses" for a description of the method of calculation of net realized 
income (loss) per Unit.
</TABLE>

<PAGE>
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
------   -------------------------------------------------
         CONDITION AND RESULTS OF OPERATIONS
         -----------------------------------

Liquidity and Capital Resources
-------------------------------

During 1998, net cash used by operating activities totaled 
$1,015,985.  The Partnership paid management fees of $375,354 
to the Managing General Partners and reimbursed related 
parties for operating expenses of $432,631.  In addition, 
$36,373 was paid to the Individual General Partners as 
compensation for their services.  Other operating expenses 
and interest expense of $176,951 and $10,199 were paid, 
respectively.  The Partnership received $15,523 in interest 
income.

In 1998, equity investments of $1,406,319 were funded 
primarily to portfolio companies in the biotechnology, 
medical and industrial/business automation industries. 
Repayments of secured and convertible notes receivable during 
1998 provided cash of $92,047.  Proceeds from the sale of 
equity investments were $103,634 and cash distributions of 
$285,504 were received from venture capital limited 
partnership investments.  At December 31, 1998, the 
Partnership had commitments to fund additional investments 
totaling $585,407.

The Partnership has a borrowing account with a financial 
institution.  The borrowing capacity of this account which 
fluctuates based on collateral value was $883,214 at December 
31, 1998.  The outstanding balance was $120,200 at December 
31, 1998.  The Partnership's investments in CV Therapeutics, 
Inc., Megabios Corp., and Axys Pharmaceuticals, Inc. are 
pledged as collateral.  The borrowing capacity of this 
account was $4,992,236 at March 26, 1999.  The Partnership's 
investment in Pilot Network Services, Inc. was pledged as 
collateral in February 1999.

Cash and cash equivalents at December 31, 1998, were $15,850.  
Future proceeds from investment sales and the borrowing 
capacity of the Fund along with Managing General Partners' 
support are expected to be adequate to fund Partnership 
operations through the next twelve months.

Results of Operations
---------------------

1998 compared to 1997
---------------------

Net loss was $2,519,510 in 1998, compared to net income of 
$10,388,861 in 1997.  The increase in net loss was primarily 
due to a decrease of $5,902,248 in the change in net 
unrealized fair value of investments, a $3,775,752 decrease 
in net realized gain from sales of equity investments, a 
$2,315,791 increase in realized losses from investment write-
downs, a $821,675 increase in total operating expenses, and a 
$372,497 decrease in total income.

During 1998, the increase in fair value of investments of 
$2,404,862 was primarily due to portfolio companies in the 
environmental, computer systems and software, and biomedical 
industries, partially offset by decreases in the medical and 
industrial/business automation industries.  During 1997, the 
increase of $8,307,110 was primarily due to portfolio 
companies in the medical, computer system and software, and 
microelectronics industries, partially offset by decreases in 
the communications and industrial/business automation 
industries.

During 1998, the net realized gain from sales of equity 
investments was $5,305. Net realized gain from sales of 
equity investments of $3,781,057 in 1997 resulted primarily 
from the sales of shares in UT Starcom, Inc. and Bolder 
Technologies Corporation.

During 1998, realized losses from investment write-downs of 
$3,375,003 primarily attributable to investments in 
Conversion Technologies International, Inc., ConjuChem, Inc., 
Yes! Entertainment Corporation and Transphase Systems, Inc.  
During 1997, realized losses of $1,059,212 primarily related 
to a portfolio company in the computer systems and software 
industry.

Total operating expenses were $1,461,981 and $640,306 for 
1998 and 1997, respectively.  As disclosed in Note 3 to the 
financial statements, the Partnership may not reimburse the 
General Partners for expenses that aggregate more than one 
percent of total Limited Partner capital contributions.  As a 
result, operating expenses of $731,751 and $404,486 were 
absorbed by the General Partners in 1998 and 1997, 
respectively.  During late 1998, it was determined that 
certain operational costs, primarily rent, paid directly by 
the Partnership were not subject to the limitation.  
Consequently, in 1998, $742,623 of direct Partnership 
expenses absorbed by the General Partners in prior years were 
recognized as additional expenses.  Also disclosed in Note 3, 
the Managing General Partners re-evaluated allocations to the 
Partnership in 1998 and determined that they had not fully 
recovered allocable operating expenses, primarily salary, 
benefits, and professional fees, as permitted by the 
Partnership Agreement.  As a result, the Partnership was 
charged $218,363 of additional operating expenses in 1998, of 
which $28,212 and $190,151 related to 1997 and prior years, 
respectively.  Had the limitation not been in effect and had 
the additional expenses been recorded in prior years, total 
operating expenses would have been $1,232,752 and $1,073,004 
in 1998 and 1997, respectively.  The increase is primarily 
due to a higher level of activity required for portfolio 
management in 1998.

Total income was $16,681 and $389,178 for 1998 and 1997, 
respectively.  The decrease was primarily due to a decrease 
in dividend income and a decrease in interest income due to 
lower cash and cash equivalents balances resulting from new 
and follow-on investments and a reduction in the secured 
notes receivable.

Given the inherent risk associated with the business of the 
Partnership, the future performance of the portfolio company 
investments may significantly impact future operations.

1997 compared to 1996
---------------------

Net income was $10,388,861 in 1997, compared to a net loss of 
$650,600 in 1996.  The increase in net income was primarily 
due to a $5,332,777 increase in the change in net unrealized 
fair value of investments and secured notes receivable, a 
$2,990,485 decrease in realized losses from investment write-
downs, a $1,606,562 increase in net realized gain from sales 
of equity investments, and a $909,575 decrease in operating 
expenses.

The $8,572,830 increase in the fair value of equity 
investments during 1997 was primarily due to portfolio 
companies in the medical, computer systems and software, and 
microelectronics industries, partially offset by decreases in 
the communications and industrial and business automation 
industries.  During 1996, the increase in fair value of 
equity investments of $2,019,333 was primarily due to 
portfolio companies in the medical, computer systems and 
software, and communications industries, partially offset by 
decreases in the biotechnology and environmental industries. 
During 1996, the Partnership also recorded a $955,000 
increase in secured notes receivable value as a result of the 
reclassification of secured notes receivable to equity and 
other investments.  

During 1997, realized losses from investment write-downs of 
$1,059,212 primarily resulted from a portfolio company in the 
computer systems and software industry.  During 1996, 
realized losses from investment write-downs of $4,049,697 
primarily related to portfolio companies in the computer 
systems and software and environmental industries.

Net realized gain from sales of equity investments of 
$3,781,057 in 1997 resulted primarily from the sales of 
shares in UT Starcom, Inc. and Bolder Technologies 
Corporation.  The 1996 net realized gain of $2,174,495 was 
mostly due to sales of common stock of Bolder Technologies 
Corporation and TheraTx, Incorporated.

Total operating expenses were $640,306 and $1,549,881 in 1997 
and 1996, respectively.  Included in 1997 operating expenses 
are the costs of the Partnership's relocation of its 
administrative and investor service operations to Santa Fe, 
New Mexico.  As disclosed in Note 3 to the financial 
statements, the Partnership may not reimburse the General 
Partners for expenses that aggregate more than one percent of 
total Limited Partner capital contributions.  As a result, 
operating expenses of $404,486 and $531,571 were absorbed by 
the General Partners in 1997 and 1996, respectively.  During 
1996, it was determined that certain operational costs paid 
directly by the Partnership were not subject to the 
limitation.  Consequently, in 1996, $853,838 of direct 
Partnership expenses absorbed by the General Partners in 
prior years were recognized as additional expenses.  Had the 
limitation not been in effect and had the additional expenses 
been recorded in prior years, total operating expenses in 
1997 and 1996, would have been $1,044,792 and $1,227,614, 
respectively.  The decrease is primarily due to decreased 
investment operations expenses as the overall level of 
portfolio activity has decreased.

YEAR 2000
---------

Widespread use of computer programs that use two digits 
rather than four to store, calculate, and display year values 
in dates may cause computer systems to malfunction in the 
year 2000, resulting in significant business delays and 
disruptions.

The Partnership's State of Readiness
------------------------------------

Computer services are provided to the Partnership by its 
Managing General Partner, Technology Funding Inc. ("TFI".)  
For several years, TFI has sought to use Year 2000 compliant 
storage formats and algorithms in its internally-developed 
and maintained systems.  TFI has also completed initial 
evaluations of computer systems, software, and embedded 
technologies.  Those evaluations confirmed that certain 
components of its network server hardware and operating 
systems, voice mail system, e-mail system, and accounting 
software may have Year 2000 compliance issues.  These 
resources and several less-critical components of the systems 
environment were all scheduled as part of normal maintenance 
and replacement cycles to be replaced or upgraded as Year 
2000 compatible components became available from vendors 
during 1998 and 1999.  That program remains on schedule to 
provide Year 2000 capable systems timely without significant 
expenditures or disruption of Partnership operations.  
However, the risk remains that TFI may not be able to verify 
whether Year 2000 compatibility claims by vendors are 
accurate, or whether changes undertaken to achieve Year 2000 
compatibility will create other undetected problems in 
associated systems.  Therefore, TFI anticipates that Year 
2000 compliance testing and maintenance of these systems will 
continue as needed into the first quarter of 2000.  

As part of Year 2000 evaluation, TFI has also assembled a 
database listing its significant suppliers to assess the 
extent to which it needs to prepare for any of those parties' 
potential failure to remediate their Year 2000 compliance 
issues.  TFI is reviewing public Year 2000 statements of 
those suppliers and preparing questionnaires to be sent to 
mission-critical vendors whose public statements were not 
adequate for assessment.  TFI will continue to monitor its 
significant suppliers as part of its Year 2000 evaluation.  
However, there can be no guarantee that the systems of other 
companies on which TFI relies will be timely converted, or 
that failure to convert will not have a material adverse 
effect on the Partnership and its operations.  TFI is also 
working with the Partnership's portfolio companies to 
determine the extent to which their operations are vulnerable 
to Year 2000 issues.  There can be no guarantee that the 
systems of portfolio companies in which the Partnership has 
invested will be timely converted, or that their failure to 
convert will not have a material adverse effect on the 
Partnership.  

The Cost to Address Year 2000 Issues
------------------------------------

Expenditures in 1998 related to Year 2000 issues were not 
material to the Partnership's financial statements.  TFI 
expects that additional expenditures for Year 2000 compliance 
will not be material to the Partnership.  

The Risks Associated with Year 2000 Issues
------------------------------------------

Any failure by the portfolio companies in which the 
Partnership has invested, or by those portfolio companies' 
key suppliers or customers, to anticipate and avoid Year 2000 
related problems at reasonable cost could have a material 
adverse effect on the value of and/or the timing of 
realization of value from the Partnership's investments.  If 
Year 2000 compliance issues are not resolved by December 31, 
1999, internal system failures or miscalculations could cause 
a temporary inability to process transactions, loss of 
ability to send or receive e-mail and voice mail messages, or 
disruptions in other normal business activities.  
Additionally, failure of third parties on whom TFI relies to 
remediate their Year 2000 issues timely could result in 
disruptions in the Partnership's relationship with its 
financial institutions, temporary disruptions in processing 
transactions, unanticipated costs, and problems related to 
the Partnership's daily operations.  While TFI continues to 
address its internal Year 2000 issues, until TFI receives and 
evaluates responses from a significant number of its 
suppliers, the overall risks associated with the Year 2000 
issue remain difficult to describe and quantify.  There can 
be no guarantee that the Year 2000 issue will not have a 
material adverse effect on the Partnership and its 
operations.


TFI's Contingency Plan
----------------------

As part of its normal efforts to assure business continuation 
in the event of natural disasters, systems failures, or other 
disruptions, TFI has prepared contingency plans including an 
extensive Year 2000 contingency plan.  Taken together with 
TFI's Year 2000 remediation plan, it identifies potential 
points of failure, approaches to correcting known Year 2000 
problems, dates by which the preferred corrections are 
anticipated to be made and tested, and alternative approaches 
if the corrections are not completed timely or are later 
found to be inadequate.  Although backup systems and 
contingency approaches have been identified for most mission-
critical systems and vendor dependencies, there remain some 
systems for which no good alternative exists, and there may 
be some problems that prove more intractable than currently 
anticipated.  


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------   -------------------------------------------

The financial statements of the Registrant are set forth in 
Item 14.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
------   ------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
         -----------------------------------

None

                            PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------  --------------------------------------------------

As a partnership, the Registrant has no directors or 
executive officers.  The Management Committee is responsible 
for the management and administration of the Partnership.  
The members of the Management Committee consist of the three 
Individual General Partners and a representative from each of 
Technology Funding Ltd., a California limited partnership 
("TFL"), and its wholly-owned subsidiary, Technology Funding 
Inc., a California corporation ("TFI").  TFL and TFI are the 
Managing General Partners.  Information concerning the 
ownership of TFL and the business experience of the key 
officers of TFI and the partners of TFL is incorporated by 
reference from the sections entitled "Management of the 
Partnership - The Managing General Partners" and "Management 
of the Partnership - Key Personnel of the Managing General 
Partners" in the Prospectus, which are incorporated herein by 
reference.  Changes in this information that have occurred 
since the date of the Prospectus are included on pages 23 to 
25 in the Technology Funding Venture Capital Fund VI, LLC 
Prospectus, as revised June 4, 1998 (accession number 
0000950133-98-002220), forming a part of the December 5, 1997 
Pre-Effective Amendment No. 1 to the Form N-2 Registration 
Statement No. 333-23913 dated July 11, 1997, which are 
incorporated herein by reference.

Item 11. EXECUTIVE COMPENSATION
-------  ----------------------

As a partnership, the Registrant has no officers or 
directors.  In 1998, the Partnership incurred $310,355 in 
management fees.  The fees are designed to compensate the 
Managing General Partners for General Partner Overhead 
incurred in performing management duties for the Partnership 
through December 31, 1998.  General Partner Overhead (as 
defined in the Partnership Agreement) includes the General 
Partners' share of rent and utilities, and certain salaries 
and benefits paid by the Managing General Partners in 
performing their obligations to the Partnership.  As 
compensation for their services, the Individual General 
Partners each receive $6,000 annually, plus $1,000 for each 
attended meeting of the Individual General Partners and 
related expenses.  For the year ended December 31, 1998, 
$36,373 of such fees were incurred.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
-------  ---------------------------------------------------
         MANAGEMENT
         ----------

Not applicable.  No Limited Partner beneficially holds more 
than 5% of the aggregate number of Units held by all Limited 
Partners, and neither the Managing General Partners nor any 
of their officers, directors or partners own any Units.  Two 
of the three Individual General Partners each own 20 Units 
and the third owns 70 Units.  The Individual General Partners 
control the affairs of the Partnership pursuant to the 
Partnership Agreement.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------  ----------------------------------------------

The Registrant, or its investee companies, have engaged in no 
transactions with the Managing General Partners or their 
officers and partners other than as described above, in the 
notes to the financial statements, or in the Partnership 
Agreement.

PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
-------  ------------------------------------------------------
         FORM 8-K
         --------

         (a)  List of Documents filed as part of this Annual Report 
on Form 10-K

             (1)  Financial Statements - the following financial  
statements are filed as a part of this Report:

                  Independent Auditors' Report
                  Balance Sheets as of December 31, 1998
                   and 1997
                  Statements of Operations for the years
                   ended December 31, 1998, 1997 and 1996
                  Statements of Partners' Capital for the years
                   ended December 31, 1998, 1997 and 1996
                  Statements of Cash Flows for the years
                   ended December 31, 1998, 1997 and 1996
                  Notes to Financial Statements

             (2)  Financial Statement Schedules

All schedules have been omitted because they are 
not applicable or the required information is 
included in the financial statements or the notes 
thereto.

             (3)  Exhibits

Registrant's Amended and Restated Limited 
Partnership Agreement (incorporated by reference to 
Exhibit A to Registrant's Prospectus dated January 
22, 1992 included in Registration Statement No. 33-
31237 filed pursuant to Rule 424(b) of the General 
Rules and Regulations under the Securities Act of 
1933).

         (b)  Reports on Form 8-K

              No reports on Form 8-K were filed by the Registrant 
during the year ended December 31, 1998.

         (c)  Financial Data Schedule for the year ended and as of 
December 31, 1998 (Exhibit 27).

<PAGE>

                     INDEPENDENT AUDITORS' REPORT
                     ----------------------------

The Partners
Technology Funding Venture Partners V, An Aggressive Growth Fund, 
L.P.:


We have audited the accompanying balance sheets of Technology Funding 
Venture Partners V, An Aggressive Growth Fund, L.P. (a Delaware 
limited partnership) as of December 31, 1998 and 1997, and the related 
statements of operations, partners' capital, and cash flows for each 
of the years in the three-year period ended December 31, 1998.  These 
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  Our procedures included confirmation of certain 
securities and loans owned, by correspondence with the individual 
investee and borrowing companies, and a physical examination of those 
securities held by a safeguarding agent as of December 31, 1998 and 
1997.  An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our 
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Technology 
Funding Venture Partners V, An Aggressive Growth Fund, L.P. as of 
December 31, 1998 and 1997, and the results of its operations and its 
cash flows for each of the years in the three-year period ended 
December 31, 1998, in conformity with generally accepted accounting 
principles.



Albuquerque, New Mexico                                   /S/KPMG LLP
March 26, 1999



<PAGE>
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
                                                   December 31,
                                              ---------------------
                                               1998           1997
                                              ------         ------
<S>                                       <C>          <C>
ASSETS

Investments:
  Equity investments (cost basis of 
    $21,268,672 and $22,803,180 
    for 1998 and 1997, respectively)     $37,682,178     37,077,544
  Secured notes receivable, net 
    (cost basis of $4,479 for 1997)               --          4,479
  Other investments (cost basis of
    $664,299 for 1998 and 1997)                   --        398,579
                                          ----------     ----------
     Total investments                    37,682,178     37,480,602

Cash and cash equivalents                     15,850      1,839,535
Due from related parties                          --         86,078
Other assets                                   4,062          9,655
                                          ----------     ----------
     Total assets                        $37,702,090     39,415,870
                                          ==========     ==========
LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses    $    60,445         45,893
Due to related parties                       670,978             --
Short-term borrowings                        120,200             --
                                          ----------     ----------
     Total liabilities                       851,623         45,893

Commitments, contingencies, and
 subsequent events (Notes 3, 5,
 10, and 11)

Partners' capital:
  Limited Partners
    (Units outstanding of
    400,000 in both 1998 and 1997)        20,483,914     25,359,042
  General Partners                           (46,953)         2,291
  Net unrealized fair value increase
   (decrease) from cost:
    Equity investments                    16,413,506     14,274,364
    Other investments                             --       (265,720)
                                          ----------     ----------
     Total partners' capital              36,850,467     39,369,977
                                          ----------     ----------
     Total liabilities and
      Partners' capital                  $37,702,090     39,415,870
                                          ==========     ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
                                  For the Years Ended December 31,
                               ------------------------------------
                                1998            1997          1996
                               ------          ------        ------
<S>                        <C>            <C>          <C>
Income:
 Secured notes receivable
  interest                $     2,170          56,636       106,108
 Short-term investment
  interest                     14,511          52,532        71,449
 Dividend income                   --         280,010            --
                            ---------      ----------     ---------
     Total income              16,681         389,178       177,557

Costs and expenses:
 Management fees              310,355         389,995       389,995
 Individual General
  Partners' compensation       36,373          37,728        34,331
 Operating expenses:
  Administrative and
   investor services          747,710         559,356       466,439
  Investment operations       400,301         284,380       487,139
  Professional fees            92,298          73,067       113,891
  Computer services           200,607         127,989       160,145
  Interest expense             10,199              --            --
  Expenses absorbed by
   General Partners          (731,757)       (404,486)     (531,571)
  Expenses absorbed by
   General Partners 
   in prior years             742,623              --       853,838
                            ---------      ----------     ---------
     Total operating
      expenses              1,461,981         640,306     1,549,881
                            ---------      ----------     ---------
     Total costs and
      expenses              1,808,709       1,068,029     1,974,207
                            ---------      ----------     ---------

Net operating loss         (1,792,028)       (678,851)   (1,796,650)

 Net realized gain from
  sales of equity
  investments                   5,305       3,781,057     2,174,495
 Realized losses from 
  investment write-downs   (3,375,003)     (1,059,212)   (4,049,697)
 Recoveries from
  investments previously
  written off                      --              --        23,922
 Net realized gain from 
  venture capital limited
  partnership investments     237,354          38,757        22,997
                            ---------      ----------     ---------
Net realized (loss)
  income                   (4,924,372)      2,081,751    (3,624,933)

Change in net unrealized
 fair value:
  Equity investments        2,139,142       8,572,830     2,019,333
  Other investments           265,720        (265,720)           --
  Secured notes
   receivable                      --              --       955,000
                            ---------      ----------     ---------

Net (loss) income         $(2,519,510)     10,388,861      (650,600)
                            =========      ==========     =========

Net realized (loss)
 income per Unit          $       (12)              5            (9)
                            =========      ==========     =========
</TABLE>
See accompanying notes to financial statements.


<PAGE>
STATEMENTS OF PARTNERS' CAPITAL
-------------------------------

<TABLE>
<CAPTION>
For the years ended December 31, 1998, 1997 and 1996:

                                                              Net Unrealized Fair
                                                                Value Increase
                                                             (Decrease) From Cost
                                                            ------------------------
                                                              Equity       Secured
                                       Limited     General   and Other      Notes
                                       Partners   Partners  Investments   Receivable       Total
                                       --------   --------  -----------  -----------       -----
<S>                                 <C>           <C>       <C>          <C>           <C>

Partners' capital, 
 December 31, 1995                  $26,925,872    (21,357)   3,682,201    (955,000)   29,631,716

Net realized loss                    (3,588,684)   (36,249)          --          --    (3,624,933)

Change in net unrealized
 fair value:
  Equity investments                         --         --    2,019,333          --     2,019,333
  Secured notes receivable                   --         --           --     955,000       955,000
                                     ----------     ------    ---------     -------    ----------
Partners' capital, 
 December 31, 1996                   23,337,188    (57,606)   5,701,534          --    28,981,116

Net realized income                   2,021,854     59,897           --          --     2,081,751

Change in net unrealized
 fair value:
  Equity investments                         --         --    8,572,830          --     8,572,830
  Other investments                          --         --     (265,720)         --      (265,720)
                                     ----------     ------   ----------    --------    ----------
Partners' capital, 
 December 31, 1997                   25,359,042      2,291   14,008,644          --    39,369,977

Net realized loss                    (4,875,128)   (49,244)          --          --    (4,924,372)

Change in net unrealized
 fair value:
  Equity investments                         --         --    2,139,142          --     2,139,142
  Other investments                          --         --      265,720          --       265,720
                                     ----------     ------    ---------     -------    ----------
Partners' capital, 
 December 31, 1998                  $20,483,914    (46,953)  16,413,506          --    36,850,467
                                     ==========     ======   ==========    ========    ==========

See accompanying notes to financial statements.
</TABLE>


<PAGE>
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
                                     For The Years Ended December 31,
                                   -----------------------------------
                                    1998          1997           1996
                                   ------        ------         ------
<S>                            <C>           <C>           <C>
Cash flows from operating
 activities:
  Interest received             $   15,523       76,332       166,387
  Dividends received                    --      280,010            --
  Cash paid to vendors            (176,951)    (287,846)     (276,630)
  Cash paid to related parties    (844,358)    (921,578)   (1,659,888)
  Interest paid on short-term
   borrowings                      (10,199)          --            --
                                 ---------    ---------     ---------
    Net cash used by 
     operating activities       (1,015,985)    (853,082)   (1,770,131)
                                 ---------    ---------     ---------
Cash flows from investing
 activities:
  Secured notes receivable 
   issued                           (2,766)     (33,902)     (208,334)
  Purchase of equity
   investments                  (1,406,319)  (2,595,910)   (4,843,447)
  Payment of loan guarantee             --   (1,055,862)           --
  Repayment of secured and 
   convertible notes receivable     92,047       94,938       547,440
  Proceeds from sales of 
    investments                    103,634    4,508,995     3,466,227
  Distributions from venture
   capital limited partnership
   investments                     285,504      157,273        29,288
                                 ---------    ---------     ---------
    Net cash (used) provided 
     by investing activities      (927,900)   1,075,532    (1,008,826)
                                 ---------    ---------     ---------
Cash flows from financing
 activities:
  Proceeds from short-term
   borrowings, net                 120,200           --            --
                                 ---------    ---------     ---------
    Net cash provided by
     financing activities          120,200           --            --
                                 ---------    ---------     ---------

Net (decrease) increase in 
 cash and cash equivalents      (1,823,685)     222,450    (2,778,957)
Cash and cash equivalents 
 at beginning of year            1,839,535    1,617,085     4,396,042
                                 ---------    ---------     ---------
Cash and cash equivalents 
 at end of year                 $   15,850    1,839,535     1,617,085
                                 =========    =========     =========

STATEMENTS OF CASH FLOWS (continued)
-----------------------------------

</TABLE>
<TABLE>
<CAPTION>
                                     For The Years Ended December 31,
                                   -----------------------------------
                                    1998          1997           1996
                                   ------        ------         ------
<S>                            <C>           <C>            <C>
Reconciliation of net 
 (loss) income to net cash
 used by operating activities:

Net (loss) income              $(2,519,510)  10,388,861      (650,600)

Adjustments to reconcile net
 (loss) income to net cash
  used by operating
  activities:
  Change in net unrealized 
   fair value:
    Equity investments          (2,139,142)  (8,572,830)   (2,019,333)
    Secured notes receivable            --           --      (955,000)
    Other investments             (265,720)     265,720            --
  Realized losses from
   investment write-downs        3,375,003    1,059,212     4,049,697
  Net realized gain from sales
   of equity investments            (5,305)  (3,781,057)   (2,174,495)
  Net realized gain from 
   venture capital limited
   partnership investments        (237,354)     (38,757)      (22,997)
  Recoveries from investments
   previously written off               --           --       (23,922)
  Other, net                          (339)          --        (1,867)
Changes in:
  Accrued interest on
   convertible and
   secured notes                      (819)     (32,836)       (9,303)
  Accounts payable and 
   accrued expenses                 14,552        8,776        10,417
  Due to/from related parties      757,056     (145,324)       18,276
  Other, net                         5,593       (4,847)        8,996
                                 ---------    ---------     ---------
Net cash used by
 operating activities          $(1,015,985)    (853,082)   (1,770,131)
                                 =========    =========     =========
Non-cash investing activities:
  Reclassification of secured
   notes to equity investments
  (subordinated notes
   receivable)                 $        --           --     1,275,000
                                 =========    =========     =========
  Reclassification of secured
   notes to other investments  $        --           --       681,565
                                 =========    =========     =========
</TABLE>
See accompanying notes to financial statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS
-----------------------------

1.  Summary of Significant Accounting Policies
    ------------------------------------------

Organization
------------

Technology Funding Venture Partners V, An Aggressive Growth Fund, 
L.P. (the "Partnership") is a limited partnership organized under 
the laws of the State of Delaware on June 26, 1989.  The purpose of 
the Partnership is to make venture capital investments in emerging 
growth companies.  The Partnership elected to be a business 
development company under the Investment Company Act of 1940, as 
amended (the "Act"), and operates as a nondiversified investment 
company as that term is defined in the Act.  The Managing General 
Partners are Technology Funding Ltd. ("TFL") and Technology Funding 
Inc. ("TFI"), a wholly owned subsidiary of TFL.  There are also 
three Individual General Partners.

The Partnership offering commenced in May of 1990.  On January 2, 
1991, the minimum number of Units required to commence Partnership 
operations (15,000) had been sold.  The offering terminated with 
400,000 Units sold on December 31, 1992.  The Partnership's term was 
extended for a two-year period to December 31, 2000 pursuant to 
unanimous approval by the Independent General Partners in 1998.  The 
Partnership Agreement provides that the Partnership may be further 
extended for an additional two-year period from such date if the 
Independent General Partners so determine or unless sooner 
dissolved.

Preparation of Financial Statements and Use of Estimates
--------------------------------------------------------

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates 
and assumptions that affect the amounts reported in the financial 
statements and accompanying notes. Actual results could differ from 
those estimates.  Estimates are used when accounting for 
investments, change in unrealized fair value of investments, 
liabilities and contingencies.  Because of the inherent uncertainty 
of valuation, the estimated fair value of investments may differ 
significantly from the values that would have been used had a ready 
market for investments existed, and the differences could be 
material.  

Investments
-----------

     Equity and Other Investments
     ----------------------------

The Partnership's method of accounting for investments, in 
accordance with generally accepted accounting principles, is the 
fair value basis used for investment companies.  The fair value of 
Partnership equity investments is their initial cost basis with 
changes as noted below:

The fair value for publicly traded equity investments (marketable 
equity securities) is based upon the five-day-average closing sales 
price or bid/ask price that is available on a national securities 
exchange or over-the-counter market.  Certain publicly traded equity 
investments may not be marketable due to selling restrictions and 
for those securities, an illiquidity discount of up to 33% is 
applied when determining the fair value; the actual discount 
percentage is based on the type and length of the restrictions.  
Investments valued under this method were $3,311,167 and $1,703,410 
at December 31, 1998 and 1997, respectively.

All investments which are not publicly traded are valued at fair 
market value as determined by the Managing General Partners in the 
absence of readily ascertainable market values. Equity investments 
valued under this method were $34,371,011 and $35,374,134 at 
December 31, 1998 and 1997, respectively.  Generally, investments in 
privately held companies are valued at original cost unless there is 
clear evidence of a change in fair value, such as a recent round of 
third-party financings or events that, in the opinion of the 
Managing General Partners, indicate a change in value. 

Convertible and subordinated notes receivable are stated at cost 
plus accrued interest, which is equivalent to fair value, and are 
included in equity investments as repayment of these notes generally 
occurs through conversion into equity investments.

Venture capital limited partnership investments are initially 
recorded at cost and are valued based on the fair value of the 
underlying investments.  Limited partnership distributions that are 
a return of capital reduce the cost basis of the Partnership's 
investment.  Distributions from limited partnership cumulative 
earnings are reflected as realized gains by the Partnership.

At times, the Partnership may receive other assets in satisfaction 
of secured notes receivable or equity investments in portfolio 
companies.  Such assets are classified as other investments and are 
recorded at their fair value upon receipt.

Where, in the opinion of the Managing General Partner, events 
indicate that the fair value of equity, venture capital and other 
investments and convertible and subordinated notes receivable may 
not be recoverable, a write-down to estimated fair value is 
recorded.  Temporary changes in fair value result in increases or 
decreases to the unrealized fair value of equity investments. 
Adjustments to fair value basis are reflected as "Change in net 
unrealized fair value of equity investments."  In the case of an 
other than temporary decline in value below cost basis, an 
appropriate reduction in the cost basis is recognized as a realized 
loss with the fair value being adjusted to match the new cost basis. 
Cost basis adjustments are reflected as "Realized losses from 
investment write-downs" or "Net realized loss from venture capital 
limited partnership investments" in the Statements of Operations. 

Sales of equity investments are recorded on the trade date.  The 
basis on which cost is determined in computing realized gains or 
losses is specific identification.

     Secured Notes Receivable, net
     -----------------------------

The secured notes receivable portfolio includes accrued interest 
less the discount related to warrants and the allowance for loan 
losses.  The portfolio approximates fair value through inclusion of 
an allowance for loan losses.  The allowance for loan losses is 
reviewed quarterly by the Managing General Partners and is adjusted 
to a level deemed adequate to cover possible losses inherent in 
notes and unfunded commitments.  Notes receivable are placed on 
nonaccrual status when, in the opinion of the Managing General 
Partners, the future collectibility of interest or principal is in 
doubt.

In conjunction with the secured notes issued to portfolio companies, 
the Partnership has received warrants to purchase certain shares of 
capital stock of the borrowing companies.  The cost basis of the 
warrants and the resulting discount has been estimated by the 
Managing General Partners to be 1% of the principal balance of the 
original notes made to the borrowing companies.  The discount is 
amortized to interest income on a straight-line basis over the term 
of the loan.  Warrants received in conjunction with convertible 
notes are not assigned any additional costs.  These warrants are 
included in the equity investment portfolio.

Nonrefundable fees received in connection with loan fundings are 
deferred and amortized to interest income over the contractual life 
of the loan using the effective interest method or the straight-line 
method if it is not materially different.  Direct loan origination 
costs mainly consist of third-party costs and generally are 
reimbursed by portfolio companies.

Cash and Cash Equivalents
-------------------------

Cash and cash equivalents are principally comprised of cash invested 
in demand accounts, money market instruments, and commercial paper 
and are stated at cost plus accrued interest.  The Partnership 
considers all money market and short-term investments with an 
original maturity of three months or less to be cash equivalents.

Provision for Income Taxes
--------------------------

No provision for income taxes has been made by the Partnership as 
the Partnership is not directly subject to taxation.  The partners 
are to report their respective shares of Partnership income or loss 
on their individual tax returns.  

Since the accompanying financial statements are prepared using 
generally accepted accounting principles which may not equate to tax 
accounting, the Partnership's total tax basis in investments was 
higher than the reported total cost basis of $21,268,672 by 
$2,751,009 as of December 31, 1998.

Net Realized Income (Loss) Per Unit
-----------------------------------

Net realized income (loss) per Unit is calculated by dividing the 
weighted average number of Units outstanding of 400,000 at December 
31, 1998, 1997 and 1996 into total net realized income (loss) 
allocated to the Limited Partners.  The Managing General Partners 
contributed an amount equal to 0.1% of total Limited Partner capital 
contributions and did not receive any Partnership Units.

2.  Financing of Partnership Operations
    -----------------------------------

The Managing General Partners expect cash received from the future 
liquidation of Partnership investments and short-term borrowings 
will provide the necessary liquidity to fund Partnership operations.  
The Partnership may be dependent upon the financial support of the 
Managing General Partners to fund operations if future proceeds are 
not received timely.  The Managing General Partners have committed 
to support the Partnership's working capital requirements through 
short-term advances as necessary.

3.  Related Party Transactions
    --------------------------

Related party costs are included in costs and expenses shown on the 
Statements of Operations.  For the years ended December 31, 1998, 
1997 and 1996, related party costs were as follows:

<TABLE>
<CAPTION>

                              1998           1997          1996
                            --------       --------      --------

<S>                        <C>            <C>          <C>

Management fees            $ 310,355        389,995       389,995
Individual General
 Partners' compensation       36,373         37,728        34,331
Reimbursable operating
 expenses:
  Administrative and
   investor services         668,292        373,519       341,641
  Investment operations      374,921        260,707       429,785
  Computer services          200,607        118,791       160,145
Expenses absorbed by
 General Partners           (731,757)      (404,486)     (531,571)
Expenses absorbed by
 General Partners
 in prior years              742,623             --       853,838

</TABLE>

Management fees compensate the Managing General Partners solely for 
General Partner Overhead (as defined in the Partnership Agreement) 
incurred in supervising the operation and management of the 
Partnership and the Partnership's investments.  Pursuant to the 
Partnership Agreement, beginning January 2, 1996, management fees 
changed from 2% to 1% per annum of adjusted capital contributions.  
Such amounts due to related parties were $0 and $64,999 at December 
31, 1998 and 1997, respectively.

The Partnership reimburses the Managing General Partners for certain 
operating expenses incurred in connection with the business of the 
Partnership.  Reimbursable operating expenses paid by the Managing 
General Partners include expenses (other than Organizational and 
Offering Expenses and General Partner Overhead) such as 
administrative and investor services, investment operations, and 
computer services.  Pursuant to the Partnership Agreement, the 
Partnership may not reimburse the Managing General Partners for 
certain operational costs that aggregate more than 1% of total 
Limited Partner capital contributions.  At December 31, 1998, 
amounts due to related parties related to such expenses were 
$670,978, compared to $151,077 due from related parties at December 
31, 1997.

In 1998, 1997, and 1996, the Managing General Partners absorbed 
$731,751, $404,486, and $531,571, respectively, in operating 
expenses.  In late 1998, it was determined that certain operational 
costs, primarily rent, absorbed by the General Partners in prior 
years were not subject to this limitation; consequently, $742,623 
was reimbursed to the General Partners.  In 1996, it was determined 
that certain operational costs paid directly to the Partnership 
which had been absorbed by the General Partners in prior years were 
not subject to this limitation; consequently, $853,838 was 
reimbursed to the General Partners.

The Managing General Partners allocate operating expenses incurred 
in connection with the business of the Partnership based on employee 
hours incurred.  In 1998, operating cost allocations to the 
Partnership were re-evaluated.  The Managing General Partners 
determined that they had not fully recovered allocable operating 
expenses, primarily salary, benefits, and professional fees, as 
permitted by the Partnership Agreement.  As a result, the 
Partnership was charged additional operating expenses of $218,363 
consisting of $28,212, $47,481,and $142,670 for 1997, 1996 and prior 
years, respectively.  Had the additional expenses been recorded in 
prior years and had the operating expense limitation not been in 
effect, operating expenses would have been $1,232,752, $1,073,004, 
and $1,275,095 for 1998, 1997, and 1996, respectively.

As compensation for their services, the Individual General Partners 
each receive $6,000 annually, plus $1,000 for each attended meeting 
of the Individual General Partners and related expenses.  Two of the 
three Individual General Partners each own 20 Units and the third 
owns 70 Units.

Effective November 1, 1997, TFL assigned its California office lease 
to Technology Funding Property Management LLC (TFPM), an entity that 
is affiliated to the Managing General Partner.  Under the terms of a 
rent agreement, TFPM charges the Partnership for its share of office 
rent and related overhead costs.  These amounts are included in 
administrative and investor service costs.

Under the terms of a computer service agreement, Technology 
Administrative Management, a division of TFL, charges the 
Partnership for its share of computer support costs.  These amounts 
are included in computer services expenses.

Officers of the Managing General Partners occasionally receive stock 
options as compensation for serving on the Boards of Directors of 
portfolio companies.  It is the Managing General Partners' policy 
that all such compensation be transferred to the investing 
partnerships.  If the options are non-transferable, they are not 
recorded as an asset of the Partnership.  Any profit from the 
exercise of such options will be transferred if and when the options 
are exercised and the underlying stock is sold by the officers.  At 
December 31, 1998, the Partnership had an indirect interest in non-
transferable Endocare, Inc., Physiometrix, Inc. and Conversion 
Technologies International, Inc. options at an exercise price higher 
than the current market value.

In 1996, TFL had a sublease rental agreement with a Partnership 
portfolio company in the medical industry.  The terms of this 
agreement were similar to those which would apply to an unrelated 
party.

4.  Allocation of Profits and Losses
    --------------------------------

Net realized profit and loss of the Partnership are allocated based 
on the beginning-of-year partners' capital balances as follows:

(a) Profits:

(i)  First, to those partners with deficit capital account 
balances until such deficits have been eliminated;

(ii) Second, to the partners as necessary to offset net loss 
and sales commissions previously allocated under 
(b)(ii) below; then

(iii)75% to the Limited Partners as a group in proportion to 
the number of Units, 5% to the Limited Partners in 
proportion to the Unit Months of each Limited Partner, 
and 20% to the Managing General Partners.  Unit months 
are the number of half months a Unit would be 
outstanding if held from the date the original holder 
of such Unit was deemed admitted into the Partnership 
until the termination of the offering of Units.

(b) Losses:

(i)  First, to the partners as necessary to offset the net 
profits previously allocated to the partners under 
(a)(iii) above; then

(ii) 99% to the Limited Partners and 1% to the Managing 
General Partners.

Losses allocable to Limited Partners in excess of their capital 
account balances will be allocated to the Managing General Partners. 
Net profit thereafter, otherwise allocable to those Limited 
Partners, is allocated to the Managing General Partners to the 
extent of such losses.  For allocation purposes, the Units held by 
the Individual General Partners will be treated as Units held by 
Limited Partners.

Losses from unaffiliated venture capital limited partnership 
investments are allocated pursuant to section (b) above.  Gains are 
allocated first to offset previously allocated losses pursuant to 
(b)(i) above, and then 99% to the Limited Partners and 1% to the 
Managing General Partners.



5.  Equity Investments
    ------------------

At December 31, 1998, and December 31, 1997, equity investments consisted of:

<TABLE>
<CAPTION>
                                                      December 31, 1998     December 31, 1997
                                          Principal   ------------------    -----------------
                             Investment   Amount or   Cost        Fair       Cost      Fair
Industry/Company  Position      Date       Shares     Basis       Value      Basis     Value
----------------  --------      ----       ------     -----       -----      -----     -----
<S>              <C>            <C>      <C>        <C>         <C>        <C>        <C>

Biomedical
---------- 
Axys             Common
 Pharmaceuticals,shares
 Inc.                           12/95        37,855   $500,000    215,319    500,000    315,711
ConjuChem, Inc.  Series B
(formerly        Preferred
 RedCell, Inc.)  shares         12/94       797,872          0          0    750,000          0
ConjuChem, Inc.  Convertible
(formerly        note (1)       02/96-
 RedCell, Inc.)                 07/96      $197,925          0          0    215,329    215,329
ConjuChem, Inc.  Series C
(formerly        Preferred
 RedCell, Inc.)  share warrant
                 at exercise                $26,990
                 price TBD;                 aggregate
                 expiring                   purchase
                 02/01          02/96       price            0          0          0          0
ConjuChem, Inc.  Series C
(formerly        Preferred
 RedCell, Inc.)  share warrant
                 at exercise
                 price TBD;                 $2,699
                 expiring                   aggregate
                 07/01                      purchase
                                07/96       price            0          0          0          0

Biotechnology
-------------
CV Therapeutics, Common
 Inc.            share
                 warrant
                 at $20.00;
                 expiring
                 09/00          09/95         3,200      1,280          0      1,280          0
CV Therapeutics, Common         03/94& 
 Inc.            Shares         09/95        68,900  1,376,720    325,553  1,376,720    625,612
Molecular        Common
 Geriatrics      shares
 Corporation                    09/93        47,170    250,000     94,340    250,000     94,340
Prolinx, Inc.    Series A
                 Preferred
                 shares         05/95       328,929    328,929    713,776    328,929    575,626
Prolinx, Inc.    Series A
                 Preferred
                 shares         12/95       342,071    342,071    742,294    342,071    598,624
Prolinx, Inc.    Series A
                 Preferred
                 shares         09/96       429,000    429,000    930,930    429,000    750,750
Prolinx, Inc.    Series B
                 Preferred
                 shares         07/97       192,300    288,461    417,308    288,461    288,461
Prolinx, Inc.    Series C
                 Preferred
                 shares         04/98       167,915    360,732    364,376         --         --
Prolinx, Inc.    Common share
                 warrant at
                 $.0001; shares
                 and expiration
                 date TBD       04/98         TBD        3,644          0         --         --

Communications
--------------
NetChannel, Inc. Escrowed
                 sales
                 proceeds       06/98       $12,460     12,460     12,460         --         --
NetChannel, Inc. Series B
                 Preferred
                 shares         10/96        47,340         --         --     24,750     25,000

NetChannel, Inc. Series B
                 Preferred
                 shares         01/97        47,340         --         --     11,477     25,000
NetChannel, Inc. Series B
                 Preferred
                 shares         03/97        56,808         --         --     13,774     29,999
NetChannel, Inc. Convertible
                 note (1)       05/97       $11,279         --         --     11,917     11,917
NetChannel, Inc. Series B
                 Preferred
                 shares         05/97        31,970         --         --     14,067     16,883
NetChannel, Inc. Convertible
                 note (1)       09/97       $ 9,375         --         --      9,605      9,605
NetChannel, Inc. Convertible
                 note (1)       09/97       $ 9,375         --         --      9,592      9,592
Positive         Series E
 Communications, Preferred
 Inc.            shares         09/94       285,714  1,000,000  1,214,285  1,000,000  1,214,285
Positive         Series G
 Communications, Preferred
 Inc.            shares         08/95        17,885     76,011     76,011     76,011     76,011
Positive         Convertible
 Communications, note (1)
 Inc.                           03/96       $63,047     74,159     74,159     72,037     72,037
Positive         Common
 Communications, share
 Inc.            warrant
                 at $.50;
                 expiring
                 03/01          03/96         3,709          4     13,909          4     13,909
Positive         Common
 Communications, share
 Inc.            warrant
                 at $0.50;
                 expiring
                 10/01          10/96         5,537          6     20,764          6     20,764
Women.com
 Networks        Series A
(formerly Wire   Preferred
 Networks, Inc.) shares         02/96        78,553    106,047    258,439    106,047    238,801

Women.com
 Networks        Series B
(formerly Wire   Preferred
 Networks, Inc.) shares         02/96        95,980    215,955    315,774    215,955    291,779
Women.com
 Networks        Series C
(formerly Wire   Preferred
 Networks, Inc.) shares         07/97         2,740      8,330      9,015      8,330      8,330
Women.com
 Networks        Series D
(formerly Wire   Preferred
 Networks, Inc.) shares         06/98        15,199     50,005     50,005         --         --

Computer Systems and Software
-----------------------------
Ascent Logic     Series C
 Corporation     Preferred
                 shares         10/92       425,532    396,000    148,936    396,000    148,936
Ascent Logic     Common
 Corporation     shares         03/97        36,443     23,796     12,755     23,796     12,755
Lynk Systems,    Common
 Inc.            share
                 warrant
                 at $0.33;
                 exercised
                 06/98          07/93       105,000         --         --      3,500    369,600
Lynk Systems,    Common
 Inc.            share          06/98       105,000     38,500    157,500         --         --
Pilot Network    Common
 Services, Inc.  shares         06/98       743,114    650,225  5,910,877    650,225  3,344,013
Pilot Network    Common
 Services, Inc.  shares         07/96       147,940    295,880  1,176,744    295,880    665,730
Velocity         Common
 Inc.            share
                 warrant
                 at $1.00;
                 expiring
                 03/00          03/95        25,000          0          0          0          0
Velocity         Subordinated   08/95-
 Inc.            notes (1)      08/97    $1,550,000          0          0          0          0
Versant          Common
 Corporation     shares         05/97         2,091     18,559      4,784     18,559     28,396

Environmental
-------------
Conversion       Common
 Technologies    shares
 International,
 Inc.                           05/96       207,547          0      2,075  1,500,000    197,170
Conversion       Class A
 Technologies    warrant
 International,  at $5.85;
 Inc.            expiring
                 05/01          05/96        93,750          0          0          0          0
Conversion       Common share 
 Technologies    warrant 
 International,  at $5.28;
 Inc.            expiring
                 05/00          05/96        51,884          0          0          0      8,301
Conversion
 Technologies    Series A
 International,  Preferred      08/97-
 Inc.            shares         04/98         8,820          0        789     78,750     78,750
Naiad            Series A
Technologies,    Preferred 
 Inc.            shares         12/95        50,000     25,000    162,500     25,000    162,500
Naiad            Series B
 Technologies,   Preferred
 Inc.            shares         11/96        15,102     30,204     49,082     30,204     49,082
Naiad            Series C
 Technologies,   Preferred
 Inc.            shares         11/97        49,230    159,998    159,998    159,998    159,998
SRG Products     Subordinated
 Corporation     note (1)       04/95       $56,880         --         --     57,224     57,224
SRG Products     Preferred
 Corporation     shares         12/97     4,068,625          0          0          0          0

Industrial/Business Automation
------------------------------
Avalon Imaging,  Redeemable
 Inc.            Series A
                 Preferred
                 shares         12/94       144,509    250,001    217,154    250,001    197,081

Avalon Imaging,  Redeemable
 Inc.            Series B
                 Preferred      02/96&
                 shares         06/96       166,667    500,001    592,196    499,671    537,125
Avalon Imaging,  Common
 Inc.            shares         04/96       125,000    250,000    250,000    250,000    250,000
Avalon Imaging,  Series C
 Inc.            Preferred
                 share 
                 warrant at
                 exercise price             $45,967
                 TBD;                       aggregate
                 expiring                   purchase
                 03/02          03/97       price            0          0          0          0
Avalon Imaging,  Series C
 Inc.            Preferred
  shares         09/97       379,037    409,360    451,054    409,360    409,360
Avalon Imaging,  Series C
 Inc.            Preferred
                 share 
                 warrant at
                 exercise price             $12,250
                 TBD;                       aggregate
                 expiring                   purchase
                 10/02          10/97       price            0          0          0          0
Avalon Imaging,  Series C
 Inc.            Preferred      03/98 &
  shares         08/98       249,999    269,999    297,499         --         --
Portable         Series A
 Energy          Preferred
 Products, Inc.  shares         06/95     1,100,000  1,100,000    220,000  1,100,000    687,500
Portable         Convertible
 Energy          note (1)
 Products, Inc.                 10/96      $202,508         --         --      3,242      3,242
Portable         Common
 Energy          share
 Products, Inc.  warrant
                 at $1.00;
                 expiring
                 09/01          10/96       155,804          0          0          0          0

Portable         Series A
 Energy          Preferred
 Products, Inc.  share
                 warrant
                 at $0.10;
                 expiring
                 09/01          10/96       186,816          0     18,682          0     98,078
Portable         Common
 Energy          share
 Products, Inc.  warrant
                 at $1.00;
                 expiring
                 03/02          03/97        98,398          0          0          0          0
Portable         Convertible
 Energy          note (1)
 Products, Inc.  interest       03/97       $98,398         --         --      1,983      1,983
Portable         Common
 Energy          share
 Products, Inc.  warrant
                 at $1.00;
                 expiring
                 06/02          06/97         8,476        339          0        339          0
Portable         Common
 Energy          share
 Products, Inc.  warrant
                 at $1.00;
                 expiring
                 06/02          07/97        21,182        847          0        847          0
Portable         Convertible
 Energy          note (1)
 Products, Inc.  interest       06/97       $33,902         --          --       683        683
Portable         Convertible
 Energy          note (1)
 Products, Inc.  interest       07/97       $84,727         --          --     1,707      1,707
Portable         Series B
 Energy          Preferred
 Products, Inc.  shares         12/97     1,138,522    575,520     227,704   568,156    697,917
Portable         Series C
 Energy          Preferred
 Products, Inc.  shares         07/98     1,500,000    297,000     300,000        --         --

Portable         Series C
 Energy          warrant at
 Products, Inc.  $.20; expiring
                 07/03          07/98       375,000      3,000           0        --         --
PRI Automation,  Common         02/98-
 Inc.            shares         09/98            53      2,362       2,533        --         --

Information Technology
----------------------
Metromail,       Common
 Inc.            shares         12/93         1,957         --         --     46,723     35,970
WorldRes, Inc.   Series B
                 Preferred
                 shares         01/97         7,396     24,998     27,365     24,998     27,365
WorldRes, Inc.   Series X share             $   938
                 warrant at                 aggregate
                 price TBD;                 purchase
                 expiring 10/02 10/97       price            0          0          0          0
WorldRes, Inc.   Series C
                 Preferred
                 shares         12/97        51,942    192,186    192,186    192,186    192,186
WorldRes, Inc.   Interest       10/97           $75         --         --         75         75

Medical
-------
Acusphere, Inc.  Series B
                 Preferred
                 shares         05/95       250,000    400,000    825,000    400,000    750,000
Acusphere, Inc.  Series C
                 Preferred
                 shares         05/96        23,364     49,999     77,101     49,999     70,092
Acusphere, Inc.  Series D
                 Preferred
                 shares         11/97       104,167    312,500    343,751    312,500    312,500
ADESSO Specialty Series A
 Services        Preferred
 Organization    shares
 Inc.                           07/95       400,000    400,000  3,360,000    400,000  3,360,000
ADESSO Specialty Series B
 Services        Preferred
 Organization    shares
 Inc.                           03/96       369,231  1,200,001  3,101,540  1,200,001  3,101,540

ADESSO Specialty Series A
 Services        Preferred
 Organization    share warrant
 Inc.            at $1.00;
                 expiring 
                 03/01          03/96        68,704          0    508,410          0    508,410
ADESSO Specialty Series D
 Services        Preferred 
 Organization    shares
 Inc.                           12/97        28,095    235,998    235,998    235,998    235,998
Biex, Inc.       Series A
                 Preferred 
                 shares         07/93       128,205     83,333    320,513     83,333    320,513
Biex, Inc.       Series B
                 Preferred
                 shares         10/94        63,907     63,907    159,768     63,907    159,768
Biex, Inc.       Series B
                 Preferred
                 share warrant
                 at $1.00;
                 expiring
                 10/99          10/94        23,540          8     35,310          8     35,310
Biex, Inc.       Series C
                 Preferred
                 shares         06/95        83,334     83,334    208,335     83,334    208,335
Biex, Inc.       Series C
                 Preferred
                 shares         12/95        83,333     83,333    208,333     83,333    208,333
Biex, Inc.       Series C
                 Preferred
                 shares         04/96        83,333     83,333    208,333     83,333    208,333
Biex, Inc.       Series D
                 Preferred
                 shares         08/96       111,115    166,673    277,788    166,673    277,788
Biex, Inc.       Series D
                 Preferred
                 shares         03/97        44,446     66,669    111,115     66,669    111,115
Biex, Inc.       Series E
                 Preferred
                 shares         08/97        13,334     33,335     33,335     33,335     33,335
CareCentric      Series A
 Solutions, Inc. Preferred
                 shares         10/95       166,667    250,000    175,000    250,000    186,926
CareCentric      Series B
 Solutions, Inc. Preferred
                 shares         09/96        14,500     21,750     15,225     21,750     16,263
CareCentric      Series C
 Solutions, Inc. Preferred
                 shares         12/97        46,576     48,905     48,905     48,905     48,905
CareCentric      Common share
 Solutions, Inc. warrant at
                 $.15; expiring
                 12/02          12/97        23,288     20,959     20,959     20,959     20,959
CareCentric      Convertible    04/98-
 Solutions, Inc. notes (1)      06/98       $41,250     43,856     43,856         --         --
Endocare, Inc.   Common
                 shares         08/96           250        750        496        750        895
Endocare, Inc.   Common
                 share
                 warrant
                 at $3.00;
                 expiring
                 08/01          08/96         3,750          0          0          0      1,631
Endocare, Inc.   Common
                 shares         01/97         1,750      6,125      3,479      6,125      6,265
Endocare, Inc.   Common
                 shares         01/97         8,300     20,750     16,500     20,750     28,142
Endocare, Inc.   Common
                 shares         04/98        35,714    124,999     70,999        --         --
Intella          Common
 Interventional  shares
 Systems, Inc.                  02/93         8,715        436     13,944        436     13,944
Intella          Series A
 Interventional  Preferred
 Systems, Inc.   shares         02/93         4,358      2,179      6,973      2,179      6,973
Megabios Corp.   Common
                 shares         09/94       193,125    750,001    960,797    750,001  2,177,871
Megabios Corp.   Common
                 shares         12/94        57,937    225,000    288,237    225,000    653,356
Megabios Corp.   Common
                 shares         07/95        50,212    195,000    249,805    195,000    566,241
Oxford           Common
 GlycoSciences   shares
 Plc                            08/93       213,546    999,927    894,117    999,927    747,414

Periodontix,     Series A
 Inc.            Preferred
                 shares         12/93       150,000    150,000    367,500    150,000    367,500
Periodontix,     Series B
 Inc.            Preferred
                 shares         02/96       100,500    201,000    246,225    201,000    246,225
Periodontix,     Series C
 Inc.            Preferred
                 shares         02/98        26,531     65,001     65,001         --         --
Pharmadigm,      Series A
 Inc.            Preferred
                 shares         04/93       322,581    396,000    780,646    396,000    709,678
Pharmadigm,      Series A  
 Inc.            Preferred
                 shares         12/94       215,054    270,667    520,431    270,667    473,119
Pharmadigm,      Series B  
 Inc.            Preferred
                 share warrant
                 at $2.50;
                 expiring
                 10/00          10/95        10,250          0          0          0          0
Pharmadigm,      Series B  
 Inc.            Preferred
                 share warrant
                 at $2.00;
                 expiring
                 02/01          02/96        10,833          0      4,550          0      2,167
Pharmadigm,      Series B  
 Inc.            Preferred
                 shares         05/96       137,778    275,556    333,423    275,556    303,112
Pharmadigm,      Series C
 Inc.            Preferred
                 shares         06/97        17,183     37,423     37,423     37,423     37,423
Pharmadigm,      Series C
 Inc.            Preferred
                 share warrant
                 at $2.20;
                 expiring
                 06/00          06/97         1,203        378        505        378        378
Pharmadigm,      Series D
 Inc.            Preferred
                 shares         06/98        41,219     99,750     99,750         --         --

Pharmos          Common
 Corporation     shares    04/95 & 11/95     60,331     45,248     95,444     45,248    121,266
Pherin           Series B
 Pharmaceuticals,Preferred
 Inc.            shares         08/91       200,000    200,000    400,000    200,000    400,000
Physiometrix,    Common
 Inc.            share warrant
                 at $6.60;
                 expiring
                 06/01          01/96        13,525        179          0        179          0
Physiometrix,    Common
 Inc.            shares         04/96       287,021    668,557    152,827    668,557    520,208
R2 Technology,   Series A-1
 Inc.            Preferred
                 shares         05/94       400,000    400,000    736,000    400,000    736,000
R2 Technology,   Series B
 Inc.            Preferred
                 share warrant
                 at $2.00;
                 expiring
                 11/00          11/95         9,667          0         0          0          0
R2 Technology,   Series B-1
 Inc.            Preferred
                 shares         03/96        68,541    137,080    137,080    137,080    137,080

Microelectronics
----------------
Tessera, Inc.    Series B
                 Preferred
                 shares         05/92       666,666    500,000  3,333,330    500,000  3,333,330
Tessera, Inc.    Common
                 shares         04/97        72,754     56,500     72,754     56,500     72,754

Retail/Consumer Products
------------------------
YES!             Common
 Entertainment   shares
 Corporation                    06/95        55,555          0      2,556    166,665     91,999

Venture Capital Limited Partnership Investments
-----------------------------------------------
CVM Equity       Ltd.
 Fund IV, Ltd    Partnership
                 interests     various     $150,000     76,436    146,116    103,277    107,455
El Dorado        Ltd.
 Ventures III,   Partnership
 L.P.            interests     various     $250,000    212,460    329,520    212,460    331,186
O,W&W Pacrim     Ltd.
 Investments     Partnership
 Limited         interests     various     $175,300    175,300     74,198    175,300    175,300
Spectrum Equity  Ltd.
 Investors, L.P. Partnership
                 interests     various     $455,525    353,604    423,870    347,275    485,841
Trinity Ventures Ltd.
  IV, L.P.       Partnership
                 interests     various     $164,068     36,884     67,977     10,941     97,276
                                                    ---------- ---------- ---------- ----------

Total equity investments                           $21,268,672 37,682,178 22,803,180 37,077,544
                                                    ========== ========== ========== ==========

--  No investment held at end of period.
0   Investment active with a carrying value or fair value of zero.
(1) Convertible and subordinated notes include accrued interest.  Interest rates on 
    such notes range from 8% to 12%.

</TABLE>

Marketable Equity Securities
----------------------------

At December 31, 1998 and 1997, marketable equity securities had aggregate 
costs of $6,069,452 and $3,948,418, respectively, and aggregate market 
values of $3,311,167 and $1,703,410, respectively.  The net unrealized 
losses at December 31, 1998 and 1997, included gross gains of $379,205 
and $103,141, respectively.

Acusphere, Inc.
---------------

In October 1998, the company had a new round of financing in which the 
Partnership did not participate.  The pricing of this round, in which 
third parties participated, indicated an increase in fair value of 
$113,260 for the Partnership's existing investment.

Avalon Imaging, Inc.
--------------------

In March 1998, the Partnership purchased 138,888 Series C Preferred 
shares for $149,999.  In August 1998, the Partnership purchased an 
additional 111,111 Series C Preferred shares for $120,000.  The pricing 
of this round, in which third parties participated, indicated a fair 
value increase of $144,338 for the Partnership's existing investment.

ConjuChem, Inc. (formerly RedCell, Inc.)
----------------------------------------

In December 1998, the Partnership wrote off the remaining fair value and 
cost basis of its investment and realized a loss of $965,289.  This was 
based on the opinion of the Managing General Partners that the operating 
status of the company indicated a permanent decline in value.

Conversion Technologies International, Inc.
-------------------------------------------

In December 1998, the Partnership wrote off the cost basis of its 
investment in the company and realized a loss of $1,578,750.  This was 
based upon the opinion of the Managing General Partners that the 
operating status of the company indicated a permanent decline in value.

Endocare, Inc.
--------------

In April 1998, the Partnership purchased 35,714 common shares for 
$124,999 in a private placement.  At December 31, 1998, the Partnership 
recorded a $70,458 decrease in the fair value of its investment in the 
company based on the publicly traded market price of the company's 
investment.

Lynk Systems, Inc.
------------------

In June 1998, the Partnership paid $35,000 to exercise its warrant for 
105,000 common shares.  The fair value of the common shares, as 
determined by the company, represents a $247,100 decrease in fair value 
from the price established in their last round of third-party financing.

NetChannel, Inc.
----------------

In June 1998, America Online, Inc. completed its acquisition of the 
company.  The Partnership realized a loss of $15,488 on the completion of 
the sale transaction.  Proceeds of $36,118 and $34,669 were received from 
the sale of the Partnership's preferred shares and repayment of 
convertible and other notes receivable.  An amount of $12,460 in future 
sale proceeds will remain in escrow through December 1999 pending final 
resolution of the sale.

Oxford GlycoSciences Plc
------------------------

The company completed its initial public offering on the London Stock 
Exchange in April 1998 at 280 pence per common share.  The Partnership's 
preferred shares were converted to 213,546 common shares.

Periodontix, Inc.
-----------------

In February 1998, the Partnership made an additional investment in the 
company by purchasing 26,531 Series C Preferred shares for $65,001.

Pharmadigm, Inc.
----------------

In June 1998, the Partnership made an additional investment in the 
company by purchasing 41,219 Series D Preferred shares for $99,750.  The 
pricing of this round, in which third parties participated, indicated a 
$151,101 increase in the fair value of the Partnership's existing 
investment.

Pilot Network Services, Inc.
----------------------------

In August 1998, the company completed its initial public offering at 
$14.00 per common share.  Prior to the offering, the company effected a 
2-for-1 stock split which increased the Partnership holdings to 891,054 
common shares.

Subsequent to December 31, 1998, the fair value of the Partnership's 
investment increased to $11,152,432 as a result of the expiration of the 
underwriter's lockup on February 7, 1999 and an increase in the publicly 
traded market price at March 22, 1999.  On March 24, 1999, the 
Partnership sold 55,000 common shares for proceeds of $775,000 and 
realized a gain of $665,000.

Portable Energy Products, Inc.
------------------------------

In July 1998, the Partnership purchased 1,500,000 Series C Preferred 
shares and 375,000 common share warrants for $300,000.  The pricing of 
this round, in which third parties participated, indicated a $1,017,109 
decrease in the fair value of the Partnership's existing investment.

Prolinx, Inc.
-------------

In April 1998, the Partnership made an additional investment in the 
company by purchasing 167,915 Series C Preferred shares and a common 
share warrant for $364,376.  The pricing of this round, in which third 
parties participated, indicated a $590,847 increase in the fair value of 
the Partnership's existing investment.

Women.com Networks (formerly Wire Networks, Inc.)
-----------------------------------------------

In February 1998, the company changed its name from Wire Networks, Inc. 
to Women.com Networks.  In June 1998, the Partnership made an additional 
investment in the company by purchasing 15,199 Series D Preferred shares 
for $50,005.  The pricing of this round, in which third parties 
participated, indicated a $44,318 increase in the fair value of the 
Partnership's existing investment.

In January 1999, the company and Hearst New Media & Technology, a wholly 
owned unit of the Hearst Corporation, announced the formation of a joint 
venture which will be a leading online community for women on the Web.

YES! Entertainment Corporation
------------------------------

In December 1998, the Partnership wrote off the cost basis of its 
investment in the company and realized a loss of $166,665.  This was 
based upon the opinion of the Managing General Partners that the 
operating status of the company indicated a permanent decline in value.

Venture Capital Limited Partnership Investments
-----------------------------------------------

The Partnership made additional investments totaling $55,943 in venture 
capital limited partnerships during the year ended December 31, 1998.  
The Partnership received cash distributions totaling $285,504 from 
Spectrum Equity Investors L.P., CVM Equity Fund IV, Ltd., and Trinity 
Ventures IV, L.P.  The Partnership received stock distributions of PRI 
Automation, Inc. with a fair value of $2,362.  Distributions totaling 
$237,354 were recorded as realized gains and distributions totaling 
$50,512 were recorded as returns of capital.  

The Partnership recorded a $160,808 decrease in fair value as a result of 
a net decrease in the fair value of the underlying investments of the 
partnerships, caused, in part, by distributions received from such 
partnerships.

Other Equity Investments
------------------------

Other significant changes reflected above primarily relate to market 
value fluctuations or the elimination of a discount relating to selling 
restrictions for publicly traded portfolio companies.  Portions of the 
Partnership's Conversion Technologies International, Inc. and 
Physiometrix, Inc. shares are restricted.

6.  Change in Net Unrealized Fair Value of Equity Investments
    ---------------------------------------------------------

In accordance with the accounting policy as stated in Note 1, the 
Statements of Operations include a line item entitled "Change in net 
unrealized fair value of equity investments."  The table below discloses 
details of the changes:

<TABLE>
<CAPTION>

                                      For the Years Ended December 31,
                                  ---------------------------------------
                                   1998            1997             1996
                                  ------          ------           ------
<S>                           <C>             <C>             <C>     

Decrease in fair value
 from cost of marketable 
 equity securities           $(2,758,285)     (2,245,008)       (778,613)

Increase in fair value from
 cost of non-marketable
 equity securities            19,171,791      16,519,372       6,480,147
                              ----------      ----------       ---------

  Net unrealized fair 
   value increase from
   cost at end of year        16,413,506      14,274,364       5,701,534

  Net unrealized fair
   value increase from 
   cost at beginning of year  14,274,364       5,701,534       3,682,201
                              ----------      ----------       ---------

Change in net unrealized
 fair value of equity
 investments                 $ 2,139,142       8,572,830       2,019,333
                              ==========      ==========       =========
</TABLE>

7.  Secured Notes Receivable, Net
    -----------------------------

Activity from January 1 through December 31 consisted of:

<TABLE>
<CAPTION>
                                                1998            1997
                                              --------        --------
<S>                                          <C>             <C>
Balance, beginning of year                     $4,479          29,142

Secured notes receivable issued                 2,766          33,902
Repayments of secured notes receivable         (2,766)        (47,873)
Decrease in accrued interest                   (4,479)        (10,692)
                                                -----          ------
Balance, end of year                           $   --           4,479
                                                =====          ======
</TABLE>

There were no secured notes receivable at December 31, 1998.  There was 
no activity in the loan loss allowance in 1998 or 1997.

8.  Other Investments
    -----------------

During 1996, the Partnership reclassified $681,565 in secured notes 
receivable and $17,266 in unamortized warrant discounts related to 
Transphase Systems, Inc. to other investments as the notes were sold to a 
third party in exchange for a portion of the net proceeds collectible 
from the company.  In June 1998, the Partnership wrote off the fair value 
and cost basis of its investment in the company and realized a loss of 
$664,299.  This was based on the opinion of the Managing General Partner 
that the unlikely prospects for recovery of the investment indicated a 
permanent decline in value.

9.  Cash and Cash Equivalents
    -------------------------
Cash and cash equivalents at December 31, 1998 and 1997, consisted of:
<TABLE>
<CAPTION>
                                                1998               1997
                                              --------           --------
<S>                                       <C>                 <C>

Demand accounts                               $14,093               4,221
Money-market accounts                           1,757           1,835,314
                                               ------           ---------

  Total                                       $15,850           1,839,535
                                               ======           =========
</TABLE>

10.     Short-Term Borrowings
       ---------------------

The Partnership has a borrowing account with a financial institution.  At 
December 31, 1998, the borrowing capacity of this account, which 
fluctuates based on collateral value, was $883,214; as of March 26, 1999, 
the borrowing capacity was $4,992,236 and the outstanding balance was 
$442,430.  Interest is charged at the prime rate plus one-half percent.  
The weighted-average interest rate for the year ended December 31, 1998 
was 8.67% and interest expense was $10,199.  The Partnership's 
investments in Megabios Corp., CV Therapeutics, Inc., Axys 
Pharmaceuticals, Inc., and Pilot Network Services, Inc. are pledged as 
collateral.

11. Commitments and Contingencies
    -----------------------------

The Partnership is a party to financial instruments with off-balance-
sheet risk in the normal course of its business.  Generally, these 
instruments are commitments for future equity fundings, venture capital 
limited partnership investments, equipment financing commitments, or 
accounts receivable lines of credit that are outstanding but not 
currently fully utilized by a borrowing company.  As they do not 
represent current outstanding balances, these unfunded commitments are 
properly not recognized in the financial statements. 

As of December 31, 1998, the Partnership had unfunded commitments as 
follows:
<TABLE>
<CAPTION>

Type
----
<S>                                                     <C>
Equity investments                                       $200,000
Equipment lease guarantees                                300,000
Venture capital limited partnership investments            85,407
                                                          -------
     Total                                               $585,407
                                                          =======
</TABLE>

The Partnership uses the same credit policies in making these commitments 
and conditional obligations as it does for on-balance-sheet instruments.  
Commitments to extend financing are agreements to lend to a company as 
long as there are no violations of any conditions established in the 
contract.  The credit lines generally have fixed termination dates or 
other termination clauses.  Since many of the commitments are expected to 
expire without being fully drawn upon, the total commitment amounts do 
not necessarily represent future cash requirements.  All convertible and 
secured note commitments funded require collateral specified in the 
agreements.

In September 1995, the Partnership jointly guaranteed with two affiliated 
partnerships a $2,000,000 line of credit between a financial institution 
and a portfolio company in the computer systems and software industry of 
which the Partnership's share was $1,000,000. In October 1997, the 
$2,000,000 guarantee was reduced to $1,000,000 as the affiliated 
partnerships assumed a portion of the financial institution's line of 
credit.  The remaining $1,000,000 was guaranteed by the Partnership but 
the affiliated partnerships remained joint guarantors.  In November 1997, 
the portfolio company failed to repay the line of credit. The Partnership 
paid $1,055,862 under the terms of the guarantee and assumed a note 
receivable from the portfolio company.  The note was written off as a 
realized loss from investment write-downs in December 1997.  The 
Partnership has no continuing commitment related to this guarantee.


<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.

                         TECHNOLOGY FUNDING VENTURE PARTNERS V,
                         AN AGGRESSIVE GROWTH FUND, L.P.

                         By:  TECHNOLOGY FUNDING INC.
                              Managing General Partner




Date:  March 29  1999    By:       /s/Michael Brenner
                              ----------------------------------
                                      Michael Brenner
                                      Controller


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:

          Signature           Capacity                Date
          ---------           --------                ----

 /s/Charles R. Kokesh         President, Chief       March 29, 1999
------------------------      Executive Officer,
    Charles R. Kokesh         Chief Financial officer
                              and Chairman of
                              Technology Funding Inc.
                              and Managing General
                              Partner of Technology
                              Funding Ltd.



The above represents the Board of Directors of Technology Funding Inc. 
and the General Partners of Technology Funding Ltd.