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 Fiscal 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                  to
                             Commission file number 0-16208


                       WESTFORD TECHNOLOGY VENTURES, L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                              13-3423417
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

17 Academy Street, 5th Floor
Newark, New Jersey                                                    07102-2905
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:  (973) 624-2131

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

Title of each class                  Name of each exchange on which registered
 None                                                     None

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

                      Units of Limited Partnership Interest
-------------------------------------------------------------------------------
                                (Title of class)


<PAGE>


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. [X]

As of March 16, 1999,  11,204 units of limited  partnership  interest  ("Units")
were held by  non-affiliates of the registrant.  There is no established  public
trading market for such Units.




                       DOCUMENTS INCORPORATED BY REFERENCE


Portions of the definitive  proxy statement  relating to the 1999 Annual Meeting
of the  Limited  Partners  of the  Registrant,  to be held on June 28, 1999 (the
"Annual Meeting Proxy  Statement") are incorporated  herein by reference in Part
III hereof. The Annual Meeting Proxy Statement will be filed with the Commission
not later than 120 days after the close of the fiscal  year ended  December  31,
1998.





<PAGE>


                                     PART I
Item 1.       Business.

Formation

Westford  Technology  Ventures,  L.P. (the  "Partnership") is a Delaware limited
partnership  formed on September 3, 1987.  WTVI Co., L.P., the managing  general
partner  of  the  Partnership  (the  "Managing  General   Partner"),   and  four
individuals (the "Individual  General Partners") are the general partners of the
Partnership.  Hamilton Capital Management Inc. (the "Management Company") is the
general partner of the Managing General Partner and the Partnership's management
company. The Partnership began its principal operations on December 1, 1988.

The Partnership  operates as a business development company under the Investment
Company  Act of 1940.  The  Partnership's  investment  objective  is to  achieve
long-term capital  appreciation by making venture capital investments in new and
developing  companies and other special investment  situations.  The Partnership
considers  this activity to constitute  the single  industry  segment of venture
capital investing.

In 1988 and 1989, the Partnership  publicly  offered,  through The  Stuart-James
Company, Incorporated (the "Selling Agent"), 35,000 units of limited partnership
interest  ("Units")  at $1,000  per Unit.  The Units were  registered  under the
Securities  Act of 1933 pursuant to a  Registration  Statement on Form N-2 (File
No. 33-16891) which was declared effective on May 12, 1988. The Partnership held
its initial  and final  closings  on  November  25,  1988 and January 31,  1989,
respectively.  A total of  11,217  Units  were  sold to  limited  partners  (the
"Limited  Partners").  Gross  capital  contributions  to the  Partnership  total
$11,333,170,  comprised of $11,217,000 from the Limited Partners,  $112,170 from
the Managing General Partner and $4,000 from the Individual General Partners.

The Partnership's  originally scheduled  termination date was December 31, 1998.
In October 1998, the Individual General Partners voted to extend the term of the
Partnership for an additional  two-year period. The Partnership is now scheduled
to terminate no later than December 31, 2000.  The Individual  General  Partners
have the right to extend the term of the Partnership for an additional  two-year
period if they  determine  that such  extension  is in the best  interest of the
Partnership.

The Venture Capital Investments

From its inception to December 31, 1998,  the  Partnership  made  investments in
eight portfolio companies with an aggregate cost of $11,160,079. The Partnership
has fully  invested  its  original  net  proceeds  and will not make  additional
investments  in new  portfolio  companies.  However,  the  Partnership  may make
additional follow-on  investments in existing portfolio companies,  if required.
The venture capital  investments made during 1998 and other events affecting the
Partnership's portfolio investments during the year are listed below.

o      In May 1998,  the  Partnership  exercised its warrant to purchase  29,015
       common  shares of EIS  International,  Inc.  for a total cost of $40,815.
       Subsequently,  the  Partnership  sold  6,600  common  shares  of EIS  for
       $40,832, realizing a loss of $68,190.

o      In June 1998, the  Partnership  exercised its warrant to purchase  68,003
       common  shares  of  Inn-Room  Systems,  Inc.  The cost to  exercise  such
       warrant, totaling $680, was paid by reducing the principal balance of the
       demand promissory note due from the company, from $103,620 to $102,940.

As of  December  31,  1998,  the  Partnership  had  active  investments  in four
portfolio  companies with an aggregate  cost of $10,460,214  and a fair value of
$5,039,575.  As of December 31,  1998,  the  Partnership  had fully or partially
liquidated  investments  with an aggregate cost of $3,864,669.  These liquidated
investments returned $5,590,139,  resulting in a cumulative net realized gain of
$1,725,470.   Additionally,  from  its  inception  to  December  31,  1998,  the
Partnership  had earned  $749,747  of  interest  and  dividend  income  from its
portfolio investments. As a result, from its inception to December 31, 1998, the
Partnership  had a cumulative net gain from its venture  capital  investments of
$2,475,217.

Competition

The  Partnership  encounters  competition  from other  entities  having  similar
investment  objectives.  Primary competition for venture capital investments has
been  from  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial   companies,   small  business
investment companies and wealthy individuals.  Competition also may develop from
foreign  investors and from large industrial and financial  companies  investing
directly  rather than through venture  capital  affiliates.  The Partnership has
been a co-investor with other  professional  venture capital investors and these
relationships  have generally  expanded the  Partnership's  access to investment
opportunities.  As discussed above, the Partnership will not make investments in
any new portfolio companies.

Employees

The Partnership has no employees.  The Managing General Partner,  subject to the
supervision  of the  Individual  General  Partners,  manages  and  controls  the
Partnership's  venture capital investments.  The Management Company performs, or
arranges  for others to perform,  the  management  and  administrative  services
necessary for the operation of the  Partnership  and is responsible for managing
the Partnership's short-term investments.

Item 2.       Properties.

The Partnership does not own or lease physical properties.

Item 3.       Legal Proceedings.

The Partnership is not a party to any material pending legal proceedings.

Item 4.       Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security  holders during the fourth quarter
of the calendar year covered by this report.

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.

There is no  established  public  trading  market  for the  Units  and it is not
anticipated  that any public  market for the Units will  develop.  Consequently,
Limited Partners cannot easily liquidate their investment.  Several  independent
broker/dealers  provide an informal  secondary  market for  limited  partnership
interests.  Transfers of Units are subject to certain  restrictions  pursuant to
the  Partnership  Agreement and also may be affected by  restrictions  on resale
imposed by the laws of certain states.

The  approximate  number of holders of Units as of March 16, 1999 is 1,792.  The
Managing  General  Partner  and the  four  Individual  General  Partners  of the
Partnership  also hold interests in the  Partnership.  Information  contained in
Item 12 of this report  "Security  Ownership  of Certain  Beneficial  Owners and
Management" is incorporated herein by reference.

The Partnership did not make any cash  distributions  to its Partners during the
three  year  period  ended   December  31,  1998  and  has  not  made  any  cash
distributions to Partners since the inception of the Partnership.

Item 6.       Selected Financial Data.

($ In Thousands, Except For Per Unit Information)
<TABLE>
                                                                           Years Ended December 31,

                                                             1998          1997            1996           1995          1994   
                                                          ---------      ---------      ---------       --------     ----------

<S>                                                       <C>            <C>            <C>             <C>          <C>       
Total assets                                              $  5,397       $   6,655      $   9,077       $ 10,817     $    8,471

Net assets                                                   5,054           6,578          9,013         10,775          8,432

Cost of portfolio investments purchased                         41             600          1,033            336          1,464

Cumulative cost of portfolio investments                    11,160          11,119         10,519          9,487          9,151

Net unrealized (depreciation) appreciation
   of portfolio investments                                 (5,421)         (4,162)        (1,980)         2,448           (227)

Net investment loss                                           (197)           (222)          (257)          (318)          (295)

Net realized (loss) gain from portfolio
   investments                                                 (68)            (32)         2,923            (14)          (384)

Change in unrealized depreciation or
   appreciation of investments                              (1,259)         (2,181)        (4,428)         2,674            180

(Decrease) increase in net assets
   resulting from operations                                (1,524)         (2,435)        (1,762)         2,343           (500)

PER UNIT OF LIMITED PARTNERSHIP INTEREST

Net asset value, including net unrealized
   appreciation or depreciation of investments             $   446        $    580       $    790        $   920       $    744

Net investment loss                                            (20)            (22)           (24)           (28)           (26)

Net realized (loss) gain from portfolio
   investments                                                  (5)             (2)           219             (1)           (34)

Change in unrealized depreciation or
   appreciation of investments                                (109)           (186)          (325)           205             16
</TABLE>


<PAGE>


Item 7.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations.

Liquidity and Capital Resources

As of December 31, 1998, the Partnership had $7,998 in an interest-bearing  cash
account.  Interest earned on such cash balances and other short-term investments
for the years  ended  December  31,  1998,  1997 and 1996 was $415,  $11,692 and
$56,377,  respectively.  Interest  earned  from  cash  balances  and  short-term
investments in future periods is subject to fluctuations in short-term  interest
rates and changes in cash  balances  and amounts  available  for  investment  in
short-term securities.

The Partnership  has fully invested the net proceeds  received from the offering
of Units and will not make  additional  investments in new portfolio  companies.
However, the Partnership may make additional  follow-on  investments in existing
portfolio  companies,   if  required.  As  discussed  below,  during  1998,  the
Partnership   completed  a  follow-on   investment   totaling   $40,815  in  EIS
International, Inc.

As of December 31, 1998, the Partnership's current liabilities exceeded its cash
balance by approximately  $335,000.  Current liabilities as of December 31, 1998
include  $251,300  due to the  Management  Company.  Funds  needed to cover such
current  liabilities,  future  follow-on  investments,  if  any,  and  operating
expenses are expected to be obtained  primarily  from  proceeds from the sale of
the Partnership's  remaining portfolio  investments.  As a result of the current
cash shortage,  payments to the Managing General Partner and Independent General
Partners have been temporarily suspended.

The Partnership's  originally scheduled  termination date was December 31, 1998.
In October 1998, the Individual General Partners voted to extend the term of the
Partnership for an additional  two-year period. The Partnership is now scheduled
to terminate no later than December 31, 2000.  The Individual  General  Partners
have the right to extend the term of the Partnership for an additional  two-year
period if they  determine  that such  extension  is in the best  interest of the
Partnership.

Results of Operations

For the years  ended  December  31,  1998 and 1997,  the  Partnership  had a net
realized loss from  operations of $264,993 and $254,578,  respectively.  For the
year ended  December  31, 1996,  the  Partnership  had a net realized  gain from
operations of $2,666,326. Net realized gain or loss from operations is comprised
of (i) net  realized  gain or loss  from  portfolio  investments  and  (ii)  net
investment   income  or  loss  (interest  and  dividend  income  less  operating
expenses).

Realized  Gains and  Losses  from  Portfolio  Investments  - For the year  ended
December 31, 1998,  the  Partnership  had a net realized loss from its portfolio
investments  of $68,190  resulting  from the sale of 6,600 common  shares of EIS
International, Inc. in June 1998.
Such shares were sold for $40,832 compared to a cost of $109,022.

For the year ended  December 31, 1997, the  Partnership  had a net realized loss
from its portfolio investments of $31,655,  relating to the final escrow payment
received,  during 1997, in connection with the 1996 merger of EIS International,
Inc. with  Cybernetics  Systems,  Inc. In June 1997,  the  Partnership  received
16,682 common shares of EIS,  representing 100% of the shares previously held in
escrow.  However,  in connection  with a settlement  agreement among EIS and the
former Cybernetics shareholders,  the Partnership received $1,320,  representing
only a portion of the $32,985 cash balance previously held in escrow,  resulting
in the $31,655 realized loss for 1997.

For the year ended  December 31, 1996, the  Partnership  had a net realized gain
from its portfolio investments of $2,923,123.  In May 1996, the Partnership sold
its remaining  21,673 shares of Cincinnati  Bell Inc. common stock in the public
market  for  $1,082,314,  realizing  a gain of  $657,115.  In  March  1996,  EIS
International,  Inc., a public  company,  completed its merger with  Cybernetics
Systems  International,  Inc. In  connection  with the merger,  the  Partnership
exchanged  its  Cybernetics  holdings  for $460,245 in cash,  206,267  shares of
restricted EIS common stock and warrants to purchase 29,015 shares of EIS common
stock at $1.41 per share. Of the total merger consideration, $32,985 of cash and
16,682  shares of EIS common  stock were placed in escrow,  the release of which
was  contingent  upon  certain  events.  Claims  set forth by EIS  International
subsequent to the merger were resolved through arbitration,  resulting in a loss
to the Partnership in 1997, as discussed  above.  The  Partnership  recognized a
$2,272,883  realized  gain in 1996 in  connection  with the merger.  Also during
1996,  the  Partnership  had a  realized  loss  of  $6,875  resulting  from  the
expiration,  in April 1996, of the Partnership's option to purchase 5,000 shares
of common stock of Spectix Corporation.

Investment  Income  and  Expenses  - Net  investment  loss for the  years  ended
December  31,  1998,  1997  and  1996  was  $196,803,   $221,913  and  $256,797,
respectively.  The  $25,110  favorable  change in net  investment  loss for 1998
compared to 1997  resulted from an $18,520  increase in investment  income and a
$6,590  decrease in operating  expenses.  The increase in investment  income for
1998 is comprised  of a $29,797  increase in income from  portfolio  investments
partially offset by an $11,277 decrease in interest from short-term investments.
The increase in income from portfolio  investments  primarily  resulted from the
additional  promissory  notes of Spectrix  Corporation  held by the  Partnership
during 1998 as  compared to 1997.  The  decrease  in  interest  from  short-term
investments  during 1998 as compared to 1997  primarily is due to a reduction of
funds available for investment in such  securities  during 1998. The decrease in
operating  expenses for 1998 as compared 1997 primarily  resulted from a decline
in professional fees of $9,006, primarily attributable to an unfavorable accrual
adjustment  made during the first  quarter of 1997.  This decrease was partially
offset by a $5,939  increase in mailing and printing  expenses  primarily due to
additional  charges related to the proxy tabulation for the  Partnership's  1998
Annual Meeting of Limited Partners.

The $34,884  decrease in net investment  loss for 1997 compared to 1996 resulted
from a $37,736  increase in  investment  income  offset by a slight  increase of
$2,852 in  operating  expenses.  The  increase in  investment  income  primarily
resulted from an $82,421 increase in interest income from portfolio  investments
partially offset by a $44,685 decrease in interest from short-term  investments.
The increase in income from portfolio  investments  primarily  resulted from the
additional  promissory  notes of Spectrix  Corporation  held by the  Partnership
during  1997  compared  to  1996.  The  decrease  in  interest  from  short-term
investments  for 1997 compared to 1996  primarily is due to a reduction of funds
available for investment in such securities during 1997.

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership.  The Management Company
receives  a  management  fee at an  annual  rate of 2.5%  of the  gross  capital
contributions to the Partnership (net of selling  commissions and organizational
expenses paid by the Partnership),  reduced by capital  distributed and realized
losses, with a minimum annual fee of $200,000.  The management fee for the years
ended  December 31, 1998,  1997 and 1996 was  $222,302,  $223,586 and  $223,784,
respectively. The Management Company agreed to reduce the management fee payable
by the  Partnership to the minimum annual fee of $200,000  effective  January 1,
1999. To the extent possible,  the management fee and other expenses incurred by
the  Partnership  are paid with funds provided from  operations.  Funds provided
from  operations  primarily are obtained from interest  received from short-term
investments, income earned from portfolio investments and proceeds received from
the sale of portfolio investments.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Depreciation  or
Appreciation  of Portfolio  Investments - For the year ended  December 31, 1998,
the  Partnership   had  a  $1,259,082   unfavorable  net  change  in  unrealized
depreciation of investments,  primarily resulting from a $1,312,829 net downward
revaluation  of the  Partnership's  investment  in EIS  International,  Inc. and
Inn-Room Systems, Inc. during 1998. Partially offsetting this unfavorable change
was a $53,747  transfer from unrealized loss to realized loss resulting from the
sale of 6,600 common shares of EIS, as discussed above.

For  the  year  ended  December  31,  1997,  the  Partnership  had a  $2,181,401
unfavorable net change in unrealized  depreciation  of investments  from the net
downward revaluation of its investments in EIS International,  Inc. and Spectrix
Corporation during 1997.

For  the  year  ended  December  31,  1996,  the  Partnership  had a  $4,428,010
unfavorable  net change in unrealized  depreciation  of  investments,  primarily
resulting from the net downward  revaluation of the Partnership's  investment in
EIS International,  Inc. during 1996.  Additionally during 1996,  $2,805,258 was
transferred  from unrealized gain to realized gain relating to investments  sold
during 1996, as discussed above.

Net Assets - Changes in net assets  resulting  from  operations are comprised of
(1) net realized gain or loss from  operations and (2) changes in net unrealized
appreciation or depreciation of portfolio investments.  As of December 31, 1998,
the  Partnership's  net  assets  were  $5,054,041,   reflecting  a  decrease  of
$1,524,075  from net assets of $6,578,116 as of December 31, 1997.  This decline
reflects the decrease in net assets resulting from operations,  comprised of the
$1,259,082  unfavorable  change in net unrealized  depreciation and the $264,993
net realized loss from operations for 1998.

As  of  December  31,  1997,  the  Partnership's  net  assets  were  $6,578,116,
reflecting a decrease of $2,434,979 from net assets of $9,013,095 as of December
31, 1996.  This  decline  reflects  the  decrease in net assets  resulting  from
operations,  comprised of the  $2,181,401  unfavorable  change in net unrealized
depreciation and the $253,578 net realized loss from operations for 1997.

As  of  December  31,  1996,  the  Partnership's  net  assets  were  $9,013,095,
reflecting  a  decrease  of  $1,761,684  from net  assets of  $10,774,779  as of
December 31, 1995.  This decline  reflects the decrease in net assets  resulting
from  operations,   comprised  of  the  $4,428,010  unfavorable  change  in  net
unrealized  depreciation  partially  offset by the  $2,666,326 net realized gain
from operations for 1996.

Gains and  losses  from  investments  are  allocated  to the  Partners'  capital
accounts when realized in accordance with the Partnership  Agreement (see Note 3
of Notes to Financial Statements).  However, for purposes of calculating the net
asset value per unit of limited  partnership  interest ("Unit"),  net unrealized
appreciation  or depreciation of investments has been included as if it had been
realized  and  allocated  to  the  Limited   Partners  in  accordance  with  the
Partnership  Agreement.  Pursuant to such  calculation,  the net asset value per
$1,000 Unit as of December 31,  1998,  1997 and 1996 was $446,  $580,  and $790,
respectively.

Year 2000 Issue - The Year 2000 ("Y2K")  concern  arose  because  many  existing
computer  programs  use only the last two digits to refer to a year.  Therefore,
these computer  programs do not properly  recognize a year that begins with "20"
instead of "19".  If not  corrected,  many computer  applications  could fail or
create  erroneous  results.  The impact of the Y2K concern on the  Partnership's
operations is currently being assessed.

The Management Company is responsible to provide or arrange for the provision of
administrative services necessary to support the Partnership's  operations.  The
Management  Company has  arranged  for Palmeri Fund  Administrators,  Inc.  (the
"Administrator")  to provide the administrative and accounting  services for the
Partnership,  including maintenance of the books and records of the Partnership,
maintenance of the Limited Partner  database,  issuance of financial reports and
tax  information  to Limited  Partners and processing  distribution  payments to
Limited  Partners.  Fees charged by the  Administrator  are paid directly by the
Management Company.

The  Administrator  is currently  assessing  its computer  hardware and software
systems,  specifically as they relate to the operations of the  Partnership.  As
part of its  investigation  of potential Y2K  problems,  the  Administrator  has
contracted  with an outside  computer  service  provider  to examine  all of the
Administrator's computer hardware and software applications, to identify any Y2K
concerns.  This  review and  evaluation  is in  process  and is  expected  to be
completed by May 1999. If Y2K problems are identified,  the  Administrator  will
purchase,  install and test the  necessary  software  patches  and new  computer
hardware to ensure that all of its  computer  systems  are Y2K  compliant.  This
correction phase, if required, is expected to be completed by September 1999.

Additionally, the Administrator has contacted the outside service providers used
to assist the Administrator or the Management Company with the administration of
the Partnership's  operations to ascertain whether these entities are addressing
the Y2K issue within  their own  operation.  There can be no guarantee  that the
Administrator's systems or that systems of other companies providing services to
the Partnership will be corrected in a timely manner. The estimated costs to the
Partnership,  relating  to the  investigation  or  correction  of  Y2K  problems
affecting the Partnership's operations, are expected to be nominal.

Finally,  the Y2K  issue  is a  global  concern  that may  affect  all  business
entities,  including the Partnership's portfolio companies. The Managing General
Partner is  continuing  to assess the impact of Y2K  concerns  on its  portfolio
companies.  However, the extent to which any potential Y2K problems could affect
the  valuations  of these  companies is unknown.  At the time that  specific Y2K
problems are  identified,  if any, the Managing  General  Partner will take such
issues  into  consideration  in  adjusting  the fair value of the  Partnership's
portfolio investments.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  is subject to market risk arising from changes in the value of
its portfolio  investments,  short-term  investments and  interest-bearing  cash
equivalents,  which may result from  fluctuations  in interest  rates and equity
prices.  The  Partnership has calculated its market risk related to its holdings
of these  investments  based on changes  in  interest  rates and  equity  prices
utilizing  a  sensitivity  analysis.  The  sensitivity  analysis  estimates  the
hypothetical  change in fair values, cash flows and earnings based on an assumed
10% change  (increase  or  decrease)  in interest  rates and equity  prices.  To
perform the  sensitivity  analysis,  the assumed 10% change is applied to market
rates  and  prices  on  investments  held by the  Partnership  at the end of the
accounting period.

The  Partnership's   portfolio  investments  had  an  aggregate  fair  value  of
$5,039,575  as of December 31, 1998.  An assumed 10% decline from this  December
31, 1998 fair value,  including  an assumed 10% decline of the per share  market
prices  of the  Partnership's  publicly-traded  securities,  would  result  in a
reduction  to the  fair  value of such  investments  and an  unrealized  loss of
$503,958.

The  Partnership had no short-term  investments as of December 31, 1998.  Market
risk relating to the Partnership's  interest-bearing cash equivalents held as of
December 31, 1998 is considered to be immaterial.


<PAGE>



Item 8.       Financial Statements and Supplementary Data.


                       WESTFORD TECHNOLOGY VENTURES, L.P.
                                      INDEX

Report of Independent Certified Public Accountants - BDO Seidman, LLP

Balance Sheets as of December 31, 1998 and 1997

Schedule of Portfolio Investments as of December 31, 1998

Schedule of Portfolio Investments as of December 31, 1997

Statements of Operations for the years ended December 31, 1998, 1997 and 1996

Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996

Statements of Changes in Partners' Capital for the years ended December 31,
1996, 1997 and 1998

Notes to Financial Statements

NOTE - All  schedules  are omitted  because of the absence of  conditions  under
which they are required or because the required  information  is included in the
financial statements or the notes thereto.



<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Partners
Westford Technology Ventures, L.P.
Newark, New Jersey

We have audited the accompanying balance sheets of Westford Technology Ventures,
L.P. (the "Partnership"), including the schedule of portfolio investments, as of
December 31, 1998 and 1997, and the related statements of operations, changes in
partners'  capital,  and cash  flows for each of the three  years in the  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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as  evaluating  the overall  presentation  of the financial
statements.  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 Westford Technology  Ventures,
L.P. at December 31, 1998 and 1997,  and the results of its  operations  and its
cash flows for each of the three years in the period ended  December 31, 1998 in
conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements include  investments valued at
$4,639,381  and  $6,366,864,  at  December  31,  1998  and  1997,  respectively,
representing 92% and 97% of partners' capital,  respectively,  whose values have
been  estimated  by the  managing  general  partner  in the  absence  of readily
ascertainable  market  values.  We  have  reviewed  the  procedures  used by the
managing  general  partner  in  arriving  at its  estimates  or  value  of  such
investments   and  have   inspected   underlying   documentation   and,  in  the
circumstances,  we believe the procedures  are reasonable and the  documentation
appropriate.  However,  those estimated values may differ significantly from the
values that would have been used had a ready market for the investments existed,
and the differences could be material.


BDO Seidman, LLP


New York, New York
March 15, 1999


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
December 31,

<TABLE>

                                                                                                 1998                1997      
                                                                                            ---------------   -----------------

ASSETS

Portfolio investments, at fair value (cost $10,460,214 as of           
<S>         <C> <C>      <C>                        <C> <C>                                 <C>                <C>             
   December 31, 1998 and $10,528,421 as of December 31, 1997)                               $     5,039,575    $      6,366,864
Cash and cash equivalents                                                                             7,998              16,061
Receivable from securities sold (net of unamortized discount of
   $30,493 as of December 31, 1998 and $66,322 as of December 31, 1997)                              70,275             122,180
Accrued interest receivable                                                                         279,498             150,000
                                                                                            ---------------    ----------------

TOTAL ASSETS                                                                                $     5,397,346    $      6,655,105
                                                                                            ===============    ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                       $        39,501    $         44,355
Due to Management Company                                                                           251,304              22,134
Due to Independent General Partners                                                                  52,500              10,500
                                                                                            ---------------    ----------------
   Total liabilities                                                                                343,305              76,989
                                                                                            ---------------    ----------------

Partners' Capital:
Managing General Partner                                                                            593,816             577,197
Individual General Partners                                                                           3,477               3,577
Limited Partners (11,217 Units)                                                                   9,877,387          10,158,899
Unallocated net unrealized depreciation of investments                                           (5,420,639)         (4,161,557)
                                                                                            ---------------    ----------------
   Total Partners' Capital                                                                        5,054,041           6,578,116
                                                                                            ---------------    ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $     5,397,346    $      6,655,105

                                                                                            ===============    ================
</TABLE>


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1998
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                                     Initial Investment
Company  /Position                                                          Date                  Cost               Fair Value
EIS International, Inc.(A) (B)
Systems for call center telephone operators 
<C>                                                                           <C>           <C>                  <C>            
228,682 shares of Common Stock                                           Mar. 1990          $      3,096,597     $       400,194
--------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.* (C)
Automated, in-room vending units for the lodging industry
1,548,494 shares of Common Stock                                         Oct. 1989                 1,320,349             300,000
Demand Promissory Note at prime plus 1% due 12/31/99                                                 102,940             102,940
                                                                                            ----------------     ---------------
                                                                                                   1,423,289             402,940
--------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
Infrared data transfer technology for networks
742,304 shares of Preferred Stock                                        June 1989                 3,511,351           1,113,458
274,862 shares of Common Stock                                                                       142,681             412,293
Demand Promissory Notes at 8%                                                                      1,497,500           1,497,500
Warrants to purchase 424,394 shares of Common Stock
   at $.50 per share, expiring between 12/31/99 and 4/30/03                                                0             424,394
Warrants to purchase 50,000 shares of Common Stock at
   $4.00 per share, expiring 04/30/03                                                                      0                   0
                                                                                            ----------------     ---------------
                                                                                                   5,151,532           3,447,645
--------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
Designer of high performance, low power integrated
   circuit products 
788,796 shares of Preferred Stock                                        Oct. 1992                   788,796             788,796
--------------------------------------------------------------------------------------------------------------------------------

TOTAL PORTFOLIO INVESTMENTS                                                                 $     10,460,214     $     5,039,575

                                                                                            ================     ===============
</TABLE>


(A) Public company

(B) In May 1998, the Partnership exercised its warrant to purchase 29,015 common
    shares of EIS International, Inc. for a total cost of $40,815. Subsequently,
    the  Partnership  sold 6,600 common  shares of EIS for $40,832,  realizing a
    loss of $68,190.

(C) In June 1998,  the  Partnership  exercised  its warrant to  purchase  68,003
    common shares of Inn-Room Systems,  Inc. The cost to exercise such warrants,
    totaling  $680,  was paid by reducing  the  principal  balance of the demand
    promissory note due from the company, from $103,620 to $102,940.



* May be deemed  an  affiliated  person of the  Partnership  as  defined  by the
Investment Company Act of 1940.

See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1997
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
EIS International, Inc.(A)
Systems for call center telephone operators
<C>                                                                           <C>            <C>                  <C>           
206,267 shares of Common Stock                                           Mar. 1990           $     2,726,335      $    1,134,469
Warrants to purchase 29,015 shares of Common Stock
   at $1.41 per share, expiring between 12/31/98 and 3/23/00                                         438,469             118,767
                                                                                             ---------------      --------------
                                                                                                   3,164,804           1,253,236
--------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
Automated, in-room vending units for the lodging industry
1,480,491 shares of Common Stock                                         Oct. 1989                 1,285,894             740,246
Demand Promissory Note at 1% plus prime due 12/31/98                                                 103,620             103,620
Warrants to purchase 68,003 shares of Common Stock at
   $0.01 per share, expiring 6/30/98                                                                  33,775              33,321
                                                                                             ---------------      --------------
                                                                                                   1,423,289             877,187
--------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
Infrared data transfer technology for networks
742,304 shares of Preferred Stock                                        June 1989                 3,511,351           1,113,458
274,862 shares of Common Stock                                                                       142,681             412,293
Demand Promissory Notes at 8%                                                                      1,497,500           1,497,500
Warrants to purchase 424,394 shares of Common Stock
   at $.50 per share, expiring between 12/31/99 and 4/30/03                                                0             424,394
Warrants to purchase 50,000 shares of Common Stock at
   $4.00 per share, expiring 04/30/03                                                                      0                   0
                                                                                             ---------------      --------------
                                                                                                   5,151,532           3,447,645
--------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
Designer of high performance, low power integrated
   circuit products
788,796 shares of Preferred Stock                                        Oct. 1992                   788,796             788,796
--------------------------------------------------------------------------------------------------------------------------------

TOTAL PORTFOLIO INVESTMENTS                                                                  $    10,528,421      $    6,366,864

                                                                                             ===============      ==============
</TABLE>

(A)  Public company




* May be deemed  an  affiliated  person of the  Partnership  as  defined  by the
Investment Company Act of 1940.

See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
<TABLE>


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

INVESTMENT INCOME AND EXPENSES

   Income:

<S>                                                                       <C>                <C>                 <C>            
   Interest from short-term investments                                   $           415    $        11,692     $        56,377
   Interest and other income from portfolio investments                           165,359            135,562              53,141
                                                                          ---------------    ---------------     ---------------
     Total investment income                                                      165,774            147,254             109,518
                                                                          ---------------    ---------------     ---------------

   Expenses:

   Management fee                                                                 222,302            223,586             223,784
   Professional fees                                                               65,024             74,030              54,546
   Independent General Partners' fees                                              42,000             42,000              42,000
   Mailing and printing                                                            24,901             18,962              30,250
   Custody fees                                                                     6,225              6,300               7,200
   Other expenses                                                                   2,125              4,289               8,535
                                                                          ---------------    ---------------     ---------------
     Total expenses                                                               362,577            369,167             366,315
                                                                          ---------------    ---------------     ---------------

NET INVESTMENT LOSS                                                              (196,803)          (221,913)           (256,797)

Net realized (loss) gain from portfolio investments                               (68,190)           (31,665)          2,923,123
                                                                          ---------------    ---------------     ---------------

NET REALIZED (LOSS) GAIN FROM OPERATIONS                                         (264,993)          (253,578)          2,666,326
Change in unrealized depreciation of investments                               (1,259,082)        (2,181,401)         (4,428,010)
                                                                          ---------------    ---------------     ---------------

NET DECREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                                              $    (1,524,075)   $    (2,434,979)    $    (1,761,684)
                                                                          ===============    ===============     =============== 

</TABLE>




See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
<TABLE>


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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                         <C>               <C>               <C>             
Net investment loss                                                         $    (196,803)    $     (221,913)   $      (256,797)

Adjustments  to  reconcile  net  investment  loss to  cash  used  for  operating
   activities:
Decrease in accrued interest on short-term investments                                  -                  -              1,395
Decrease (increase) in accrued interest and other receivables                          32              1,709               (765)
Increase in accrued interest receivable from portfolio investments          (133,542)         (119,080)         (34,715)
Increase in payables                                                              266,316             13,152             22,078
                                                                            -------------     --------------    ---------------
Cash used for operating activities                                                (63,997)          (326,132)          (268,804)
                                                                            -------------     --------------    ---------------

CASH PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES

Net proceeds from sale or maturity of short-term investments                            -                  -            348,158
Cost of portfolio investments purchased                                           (40,815)          (600,000)        (1,032,500)
Proceeds from the sale of portfolio investments                                    96,749             42,007          1,646,828
                                                                            -------------     --------------    ---------------
Cash provided from (used for) investing activities                                 55,934           (557,993)           962,486
                                                                            -------------     --------------    ---------------

(Decrease) increase in cash and cash equivalents                                   (8,063)          (884,125)           693,682
Cash and cash equivalents at beginning of period                                   16,061            900,186            206,504
                                                                            -------------     --------------    ---------------

CASH AND CASH EQUIVALENTS AT END
   OF PERIOD                                                                $       7,998     $       16,061    $       900,186
                                                                            =============     ==============    ===============


Supplemental disclosure of non-cash investing and
   financing activities:
   Proceeds from sale of Cybernetics - EIS stock                                $       -          $       -     $    3,164,804
   Proceeds from sale of Cybernetics - cash held in escrow                              -                  -             32,985
   Conversion of accrued interest into cost of portfolio
     investment                                                                       680              1,380                  -

</TABLE>

See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1996, 1997 and 1998
<TABLE>

                                                                                               Unallocated
                                                                                             Net Unrealized
                                             Managing      Individual                         Appreciation
                                              General        General          Limited        (Depreciation)
                                              Partner       Partners         Partners        of Investments          Total     

<S>                    <C> <C>           <C>               <C>           <C>                <C>                 <C>            
Balance as of December 31, 1995          $     82,416      $    2,893    $     8,241,616    $     2,447,854     $    10,774,779

Net investment loss                             7,981             (94)          (264,684)                 -            (256,797)

Net realized gain from
   portfolio investments                      468,737             875          2,453,511                  -           2,923,123

Change in unrealized
   depreciation of investments                      -               -                  -         (4,428,010)         (4,428,010)
                                         ------------      ----------    ---------------    ---------------     ---------------

Balance as of December 31, 1996               559,134           3,674         10,430,443(A)      (1,980,156)          9,013,095

Net investment loss                            24,647             (88)          (246,472)                 -            (221,913)

Net realized loss from
   portfolio investments                       (6,584)             (9)           (25,072)                 -             (31,665)

Change in unrealized
   depreciation of investments                      -               -                  -         (2,181,401)         (2,181,401)
                                         ------------      ----------    ---------------    ---------------     ---------------

Balance as of December 31, 1997               577,197           3,577         10,158,899(A)      (4,161,557)          6,578,116

Net investment loss                            30,797             (81)          (227,519)                 -            (196,803)

Net realized loss from
   portfolio investments                      (14,178)            (19)           (53,993)                 -             (68,190)

Change in unrealized
   depreciation of investments                      -               -                  -         (1,259,082)           (784,835)
                                         ------------      ----------    ---------------    ---------------     ---------------

Balance as of December 31, 1998          $    593,816      $    3,477    $     9,877,387(A) $    (5,420,639)    $     5,054,041
                                         ============      ==========    ===============    ===============     ===============

</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed allocation of net unrealized  depreciation of investments,  was $44
     nnn6, $580 and $790 as of December 31, 1998, 1997 and 1996, respectively.

See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS

1.     Organization and Purpose

Westford  Technology  Ventures,  L.P. (the  "Partnership") is a Delaware limited
partnership  formed on September 3, 1987.  WTVI Co., L.P., the managing  general
partner of the Partnership (the "Managing General Partner") and four individuals
(the "Individual General Partners") are the general partners of the Partnership.
Hamilton  Capital  Management  Inc.  (the  "Management  Company") is the general
partner  of the  Managing  General  Partner  and the  management  company of the
Partnership. The Partnership began its principal operations on December 1, 1988.

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments  in new and developing  companies and other
special  investment  situations.  The  Partnership  will not engage in any other
business or activity.  The Partnership's  originally scheduled  termination date
was December 31, 1998. In October 1998, the Individual General Partners voted to
extend  the term of the  Partnership  for an  additional  two-year  period.  The
Partnership  is now scheduled to terminate no later than December 31, 2000.  The
Individual General Partners have the right to extend the term of the Partnership
for an additional  two-year  period if they  determine that such extension is in
the best interest of the Partnership.

2.     Significant Accounting Policies

Valuation of Investments - Short-term  investments are carried at amortized cost
which approximates  market.  Portfolio  investments are carried at fair value as
determined  quarterly by the Managing  General  Partner under the supervision of
the  Individual  General  Partners.  The fair value of  publicly-held  portfolio
securities  is adjusted to the closing  public market price for the last trading
day of each quarter discounted by a factor of 0% to 50% for sales  restrictions.
Factors  considered in the  determination  of an appropriate  discount  include,
underwriter lock-up or Rule 144 trading  restrictions,  insider status where the
Partnership either has a representative  serving on the Board of Directors or is
greater than a 10% shareholder,  and other liquidity factors such as the size of
the Partnership's position in a given company compared to the trading history of
the public  security.  Privately-held  portfolio  securities are carried at cost
until significant  developments  affecting the portfolio company provide a basis
for change in valuation.  The fair value of private securities is adjusted 1) to
reflect  meaningful  third-party  transactions  in the  private  market or 2) to
reflect  significant  progress or slippage in the  development  of the company's
business  such that cost is no longer  reflective  of fair  value.  As a venture
capital investment fund, the Partnership's  portfolio investments involve a high
degree of business and financial risk that can result in substantial losses. The
Managing  General Partner  considers such risks in determining the fair value of
the Partnership's portfolio investments.

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 reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Investment  Transactions  -  Investment  transactions  are  recorded on the
accrual method.  Portfolio  investments are recorded on the trade date, the date
the Partnership obtains an enforceable right to demand the securities or payment
therefor.  Realized  gains and  losses on  investments  sold are  computed  on a
specific identification basis.

WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS, continued

Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable to the Partners for inclusion in their  respective  income
tax returns.  The  Partnership's  net assets for  financial  reporting  purposes
differ from its net assets for tax purposes. Net unrealized depreciation of $5.4
million at  December  31,  1998,  which was  recorded  for  financial  statement
purposes, has not been recognized for tax purposes. Additionally, from inception
to December 31, 1998,  other timing  differences  relating to net realized gains
totaling  $1.0  million  have  been  recorded  on  the  Partnership's  financial
statements  but have not yet been recorded on the  Partnership's  tax return and
syndication  costs  relating to the selling of Units  totaling $1.2 million were
charged to  partners'  capital  on the  financial  statements  but have not been
deducted or charged against partners' capital for tax purposes.

Cash Equivalents - The Partnership  considers all highly liquid debt instruments
(primarily money market funds) to be cash equivalents.

Reclassifications - Certain reclassifications have been made to the prior year's
financial statements to conform with the current year's presentation.

3.     Allocation of Partnership Profits and Losses

The  Partnership  Agreement  provides that the Managing  General Partner will be
allocated,  on a cumulative basis over the life of the  Partnership,  20% of the
Partnership's  aggregate  investment  income and net realized gains from venture
capital investments,  provided that such amount is positive. All other gains and
losses of the Partnership  are allocated  among all the Partners,  including the
Managing   General   Partner,   in  proportion  to  their   respective   capital
contributions to the Partnership.

4.     Related Party Transactions

The  Management  Company is responsible  for the  management and  administrative
services necessary for the operation of the Partnership. For these services, the
Management  Company  receives a management  fee at an annual rate of 2.5% of the
gross capital  contributions to the Partnership (net of selling  commissions and
organizational expenses paid by the Partnership), reduced by capital distributed
and  realized  losses,  with a minimum  fee of $200,000  per annum.  Such fee is
determined  quarterly and paid monthly.  The Management Company agreed to reduce
the  management  fee payable by the  Partnership  to the  minimum  annual fee of
$200,000 effective January 1, 1999.

The Management Company also directly provides certain  shareholder  services and
database  management  support for the Limited Partners of the  Partnership.  For
such  services,  the  Management  Company  charges  the  Partnership  $8,500 per
quarter.  This  amount is paid to the  Management  Company  in  addition  to the
regular management fee discussed above.

5.     Independent General Partners' Fees

As  compensation  for services  rendered to the  Partnership,  each of the three
Independent General Partners receives $10,000 annually in quarterly installments
and $1,000 for each meeting of the Independent  General Partners attended,  plus
out-of-pocket  expenses.  Beginning in January  1999,  the annual fee of $10,000
will be reduced to $5,000 for each Independent General Partner.


WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS, continued

6.     Classification of Portfolio Investments

As of December 31, 1998 and 1997, the Partnership's investments were categorized
as follows:
<TABLE>

As of December 31, 1998:                                                                         Percentage of
------------------------
Type of Investments                                        Cost                   Fair Value                  Net Assets*
-------------------                                   ---------------           ---------------               -----------
<S>                                                  <C>                         <C>                          <C>   
Preferred Stock                                      $      4,300,147            $    1,902,254               37.63%
Common Stock                                                4,559,627                 1,536,881               30.41%
Debt Securities                                             1,600,440                 1,600,440               31.67%
                                                     ----------------            --------------               ------

Total                                                $     10,460,214            $    5,039,575               99.71%
                                                     ================            ==============               ======

Country/Geographic Region
Midwestern U.S.                                      $      6,574,821            $    3,850,585               76.18%
Eastern U.S.                                                3,885,393                 1,188,990               23.53%
                                                     ----------------            --------------               ------

Total                                                $     10,460,214            $    5,039,575               99.71%
                                                     ================            ==============               ======

Industry
Wireless Communications                              $      5,151,532            $    3,447,645               68.21%
Computer Software                                           3,096,597                   400,194                7.92%
Vending Equipment                                           1,423,289                   402,940                7.97%
Semiconductors                                                788,796                   788,796               15.61%
                                                     ----------------            --------------               ------

Total                                                $     10,460,214            $    5,039,575               99.71%
                                                     ================            ==============               ======


As of December 31, 1997:                                                                         Percentage of
------------------------
Type of Investments                                        Cost                   Fair Value                  Net Assets*
-------------------                                   ---------------           ---------------               -----------
Preferred Stock                                      $      4,300,147            $    1,902,254               28.92%
Common Stock                                                4,154,910                 2,287,008               34.77%
Common Stock Warrants                                         472,244                   576,482                8.76%
Debt Securities                                             1,601,120                 1,601,120               24.34%
                                                     ----------------            --------------               ------

Total                                                $     10,528,421            $    6,366,864               96.79%
                                                     ================            ==============               ======

Country/Geographic Region
Midwestern U.S.                                      $      6,574,821            $    4,324,832               65.75%
Eastern U.S.                                                3,953,600                 2,042,032               31.04%
                                                     ----------------            --------------               ------

Total                                                $     10,528,421            $    6,366,864               96.79%
                                                     ================            ==============               ======

Industry
Wireless Communications                              $      5,151,532            $    3,447,645               52.41%
Computer Software                                           3,164,804                 1,253,236               19.06%
Vending Equipment                                           1,423,289                   877,187               13.33%
Semiconductors                                                788,796                   788,796               11.99%
                                                     ----------------            --------------               ------

Total                                                $     10,528,421            $    6,366,864               96.79%
                                                     ================            ==============               ======
</TABLE>

*  Fair value as a percentage of net assets.


<PAGE>


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.

The Partnership

The  information set forth under the caption  "Election of General  Partners" in
the Annual Meeting Proxy Statement is incorporated herein by reference.

The Management Company

The  Management  Company  performs,  or  arranges  for  others to  perform,  the
management  and  administrative  services  necessary  for the  operation  of the
Partnership pursuant to the Management Agreement between the Partnership and the
Management  Company.  As of March 16, 1999, the directors and executive officers
of the Management Company are:

Name and Age  Position Held                                   Director Since

Jeffrey T. Hamilton (61)President, Secretary and               September 3, 1987
                        Chairman of the Board of Directors

Louise M. Hamilton (58)    Director                              August 23, 1991

Susan J. Trammell (44)    Treasurer and Director               February 27, 1991

The directors of the Management  Company will serve as directors  until the next
annual  meeting of  stockholders  and until  their  successors  are  elected and
qualified.  The  officers of the  Management  Company will hold office until the
next annual  meeting of the Board of  Directors  of the  Management  Company and
until their successors are elected and qualified.

The  information  with  respect to Mr.  Hamilton,  the sole  shareholder  of the
Management  Company,  set forth under the  subcaption  "Election  of  Individual
General  Partners" in the Annual Meeting Proxy Statement is incorporated  herein
by reference.

There are no family  relationships  among any of the Individual General Partners
of the  Partnership.  Jeffrey T.  Hamilton  and Louise M.  Hamilton,  President,
Secretary and Chairman of the Board of Directors and Director of the  Management
Company, respectively, are husband and wife.

Item 11.      Executive Compensation.

The  information  with respect to the  compensation  of the  Individual  General
Partners  set  forth  under  the  subcaption  "Election  of  Individual  General
Partners"  in the Annual  Meeting  Proxy  Statement  is  incorporated  herein by
reference.

The  information  with  respect  to  the  allocation  and  distribution  of  the
Partnership's profits and losses to the Managing General Partner set forth under
the  subcaption  "Election of Managing  General  Partner" in the Annual  Meeting
Proxy Statement is incorporated herein by reference.

The  information  with respect to the  management  fee payable to the Management
Company  set forth  under  the  caption  "The  Terms of the  Current  Management
Agreement and the Proposed  Management  Agreement"  in the Annual  Meeting Proxy
Statement is incorporated herein by reference.

Item 12.      Security Ownership of Certain Beneficial Owners and Management.

The  information  concerning the security  ownership of the  Individual  General
Partners  set  forth  under  the  subcaption  "Election  of  Individual  General
Partners"  in the Annual  Meeting  Proxy  Statement  is  incorporated  herein by
reference.

As of March 16, 1999, no person or group is known by the  Partnership  to be the
beneficial  owner of more than 5 percent of the Units.  Mr. Ames,  an Individual
General  Partner  of the  Partnership,  owns  10  Units  and Ms.  Trammell,  the
Treasurer and Director of the Management  Company,  owns 3 Units. The Individual
General  Partners and the directors and officers of the Management  Company as a
group own 13 Units or less than one percent of the total Units outstanding.

The Partnership is not aware of any arrangement which may, at a subsequent date,
result in a change of control of the Partnership.

Item 13.      Certain Relationships and Related Transactions.

Not applicable.


<PAGE>


                                     PART IV

Item 14.      Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

(a)           1.  Financial Statements

                  Report of Independent Certified Public Accountants - BDO 
                  Seidman, LLP

                  Balance Sheets as of December 31, 1998 and 1997

                  Schedule of Portfolio Investments as of December 31, 1998

                  Schedule of Portfolio Investments as of December 31, 1997

                  Statements of Operations for the years ended December 31,
                    1998, 1997 and 1996

                  Statements of Cash Flows for the years ended December 31, 
                    1998, 1997 and 1996

                  Statements of Changes in Partners' Capital for the years
                    ended December 31, 1996, 1997 and 1998

                  Notes to Financial Statements

              2.  Exhibits

                  3.1    Amended and Restated Certificate of Limited Partnership
                         of  the  Registrant   (filed  as  Exhibit  3.1  to  the
                         Registrant's  Annual  Report  on Form 10-K for the year
                         ended  December  31,  1991 and  incorporated  herein by
                         reference).

                  3.2    Amended and Restated  Agreement of Limited  Partnership
                         of  the  Registrant  (filed  as  Exhibit  1(c)  to  the
                         Registrant's  Registration  Statement  on Form N-2 (No.
                         33-16891) and incorporated herein by reference).

                  10     Management  Agreement  dated as of  February  28,  1991
                         between  the  Registrant  and  the  Management  Company
                         (filed  as  Exhibit  A to the  Registrant's  definitive
                         proxy  statement  in  connection  with the 1991  Annual
                         Meeting of Limited Partners and incorporated  herein by
                         reference).

                  27     Financial Data Schedule.

(b)               No reports on Form 8-K have been filed during the fourth
                    quarter of the fiscal year covered by this report.


<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  this  report has been  signed  below by the  following  persons on
behalf of the Registrant,  in the capacities  indicated on the 15th day of April
1999.


         WESTFORD TECHNOLOGY VENTURES, L.P.


By:      WTVI Co., L.P.
         its managing general partner


By:      Hamilton Capital Management Inc.
         its general partner


By:      /s/   Jeffrey T. Hamilton President, Secretary and Director (Principal
         Jeffrey T. Hamilton       Executive Officer) of Hamilton Capital
                                   Management Inc. and Individual General
                                   Partner of Westford Technology Ventures, L.P.


By:      /s/   Susan J. Trammell   Treasurer and Director (Principal Financial
         Susan J. Trammell         and Accounting Officer) of Hamilton Capital
                                   Management Inc.


By:      /s/   Robert S. Ames      Individual General Partner of
         Robert S. Ames            Westford Technology Ventures, L.P.


By:      /s/   Alfred M. Bertocchi Individual General Partner of
         Alfred M. Bertocchi       Westford Technology Ventures, L.P.


By:      /s/   George M. Weimer    Individual General Partner of
         George M. Weimer          Westford Technology Ventures, L.P.



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