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, 2002

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]

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

As of April 15, 2003, 11,214 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

None.





<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 35,000 units of limited
partnership interest ("Units") at $1,000 per Unit. The Units were sold through
The Stuart-James Company, Incorporated (the "Selling Agent"). 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 closing 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 totaled $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.

Dissolution and Termination

The Partnership dissolved on December 31, 2002, as a result of the completion of
the final extension of its term allowable by the Partnership Agreement. However,
pursuant to the Partnership Agreement and Delaware Law, the Managing General
Partner will continue to manage the Partnership though its date of liquidation
(the "Liquidation Period"), which will occur when it has satisfied all
liabilities and obligations to creditors and has sold, distributed or otherwise
disposed of its investments in portfolio companies. The Managing General Partner
is working toward liquidating the Partnership's remaining portfolio investments
as quickly as reasonably practicable consistent with the goal of achieving
returns to partners.

As a result of the Partnership's dissolution, the Management Company will
receive no additional management fees for any period after December 31, 2002.
Additionally, the remaining Independent General Partner (see Item 10 of Part III
of this report) will receive no additional fees for any period after December
31, 2002.

Portfolio Investments

Since its inception, the Partnership made investments in eight portfolio
companies with an aggregate cost of $14,760,218, including non-cash investments
of $3,639,405. The Partnership will not make investments in new portfolio
companies. However, the Partnership may make additional follow-on investments in
existing portfolio companies, if required. During 2002, the Partnership
completed follow-on investments in Spectrix Corporation totaling $65,000,
acquiring interest-bearing promissory notes at 8% per annum.

As of December 31, 2002, the Partnership had three active portfolio investments
with an aggregate cost of $7,798,952 and a fair value of $1,061,035. As of
December 31, 2002, the Partnership had liquidated investments with a cumulative
aggregate cost of $6,961,266. These liquidated investments returned $6,973,179,
resulting in a cumulative net realized gain of $11,913. Additionally, from its
inception to December 31, 2002, the Partnership had earned $811,903 of interest
and dividend income from its portfolio investments. From its inception to
December 31, 2002, the Partnership's combined net realized gain and portfolio
income from portfolio investments totaled $823,816.

Competition

During its investment phase, the Partnership encountered competition from other
entities having similar investment objectives. Primary competition for venture
capital investments was from venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies, small
business investment companies and wealthy individuals. Competition also resulted
from foreign investors and large industrial and financial companies investing
directly rather than through venture capital affiliates. However, the
Partnership has been a co-investor with other professional venture capital
investors and these relationships generally expanded the Partnership's access to
investment opportunities. However, 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 is responsible
for the management and administrative services necessary for the operation of
the Partnership, including managing the Partnership's idle cash balances which
are invested in short-term securities.

Item 2.       Properties.
              ----------

The Partnership does not own or lease physical properties.

Item 3.       Legal Proceedings.
              -----------------

The Partnership is not a party to any 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.


<PAGE>


                                     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 in the Partnership.
Several independent broker/dealers provide an informal secondary market for the
Units. 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 April 15, 2003 is 1,567. The
Managing General Partner and the four Individual General Partners of the
Partnership, or their estates, 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, 2002 and has not made any cash
distributions to Partners since the inception of the Partnership.

There have been no securities authorized for issuance under equity compensation
plans by the Partnership.

Item 6.       Selected Financial Data.
              -----------------------
<table>

 <c>
($ in thousands, except for per unit information)
                                                                           Years Ended December 31,
                                                           2002          2001          2000            1999         1998
                                                       ----------      ---------    ----------     ----------   ----------
Total assets                                           $    1,200      $   6,124    $    5,047     $    5,594   $    5,397

Net assets                                                  1,086          5,880         4,609          4,935        5,054

Net unrealized depreciation of investments                 (6,738)        (2,180)       (3,668)        (5,220)      (5,421)

Net investment loss                                          (236)          (218)         (210)          (273)        (197)

Net realized loss from investments                              -              -        (1,667)           (46)         (68)

Change in unrealized depreciation of investments           (4,558)         1,488         1,551            201       (1,259)

(Decrease) increase in net assets from operations          (4,794)         1,270          (326)          (119)      (1,524)


Per unit of limited partnership interest:

Net asset value                                        $       96      $     519    $      407     $      435   $      446

Net investment loss                                           (21)           (20)          (19)           (25)         (20)

Net realized loss from investments                              -              -          (118)            (3)          (5)

Change in unrealized depreciation of investments             (402)           132           109             17         (109)
</table>



<PAGE>


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

Liquidity and Capital Resources

As of December 31, 2002, the Partnership had $47,031 in an interest-bearing cash
account. Interest earned on the Partnership's cash balances and other short-term
investments for the years ended December 31, 2002, 2001 and 2000 totaled $2,743,
$12,142, and $22,567, 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 investments in new portfolio companies. However, the
Partnership may make additional follow-on investments in existing portfolio
companies, if required.

As of December 31, 2002, the Partnership's current liabilities of $114,641
included $76,304 due to the Management Company and $3,750 due to the remaining
Independent General Partner. See Item 10 of Part III of this report. The amount
due to the Management Company represents management fees that have been accrued
and unpaid as of December 31, 2002. Funds needed to cover current liabilities,
future follow-on investments, if any, and operating expenses will be obtained
from current cash reserves and from proceeds from the sale of the Partnership's
remaining portfolio investments.

The Partnership dissolved on December 31, 2002, as a result of the completion of
the final extension of its term allowable by the Partnership Agreement. However,
pursuant to the Partnership Agreement and Delaware Law, the Managing General
Partner will continue to manage the Partnership though its date of liquidation
(the "Liquidation Period"), which will occur when it has satisfied all
liabilities and obligations to creditors and has sold, distributed or otherwise
disposed of its investments in portfolio companies. As of December 31, 2002, the
Partnership had three active portfolio investments with a fair value of
$1,061,035.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.

The most significant accounting estimate affecting the Partnership's net asset
value and results of operations is the determination of the estimated fair value
of each of the Partnership's portfolio investments as of the end of each
accounting period. The Partnership has adopted a valuation policy that has been
approved by the Independent General Partners and has been consistently applied
by the Managing General Partner since the inception of the Partnership. In
particular, the valuation of the Partnership's privately-held securities
requires estimates that could result in material differences to the fair value
of such securities and the net asset value of the Partnership, if a market for
such privately-held securities existed. The Partnership's valuation policy is
more fully described in Note 2 of Notes to Financial Statements, included in
Part II, Item 8 of this report. As of December 31, 2002 and 2001, the financial
statements include investments valued at $1,061,035 and $5,553,955,
respectively, representing 98% and 94% of partners' capital, respectively. Such
values have been estimated by the Managing General Partner, as described above,
and do not necessarily represent the amounts that might ultimately be realized,
since such amounts depend on future circumstances and cannot be determined until
the individual investments are actually liquidated.

Results of Operations

For the years ended December 31, 2002, 2001 and 2000 the Partnership had a net
realized loss from operations of $236,083, $217,970 and $1,877,487,
respectively. 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 - The Partnership had no
realized gains or losses from its portfolio investments for the years ended
December 31, 2002 and 2001.

For the year ended December 31, 2000, the Partnership had a net realized loss of
$1,667,334 from its portfolio investments. In January 2000, SER Systems AG
completed its acquisition of EIS International, Inc. at $6.25 per share. The
Partnership received $1,429,623 for its EIS shares, compared to a cost of
$3,096,597, resulting in a realized loss of $1,667,334.

Investment Income (Loss) and Expenses - Net investment loss for the years ended
December 31, 2002, 2001 and 2000 was $236,083, $217,970 and $210,153,
respectively.

The $18,113 unfavorable change in net investment loss for 2002 compared to 2001
resulted from a $17,759 decrease in investment income and a $354 increase in
operating expenses. The decrease in investment income for 2002 is comprised of a
$9,399 decrease in interest from a short-term investment as well as an $8,360
decrease in interest income from portfolio investments. The decrease in interest
from short-term investments primarily resulted from a reduction in interest
rates during 2002 as well as a reduction of idle cash balances held by the
Partnership during 2002 as compared to 2001. The decrease in interest income
from portfolio investments resulted from a decrease in interest rates during
2002, which reduced interest accruals on demand notes due from Inn-Room Systems,
Inc. and Thunderbird Technologies, Inc. The small increase in operating expenses
for 2002 compared to 2001 resulted from small increases in professional fees,
mailing and printing fees and other expenses partially offset by a decline in
the payments to the Independent General Partners.

The $7,817 unfavorable change in net investment loss for 2001 compared to 2000
resulted from a $7,492 decrease in investment income and a $325 increase in
operating expenses. The decrease in investment income for 2001 is comprised of a
$10,425 decrease in interest from short-term investments partially offset by a
$2,933 increase in interest income from portfolio investments. The decrease in
interest from short-term investments primarily resulted from a reduction in
interest rates during 2001 as well as a reduction of idle cash balances held by
the Partnership during 2001 as compared to 2000. The increase in interest income
from portfolio investments primarily resulted from the additional promissory
note of Thunderbird Technologies acquired by the Partnership in September 2000.
The small increase in operating expenses for 2001 compared to 2000 resulted from
small increases in professional fees partially offset by small declines in
mailing and printing and other expenses.

The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. The management fee for
each of the years ended December 31, 2002, 2001 and 2000 was $150,000. 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, interest and other income earned from portfolio investments and
proceeds received from the sale of portfolio investments.

As discussed above, a result of the Partnership's dissolution, the Management
Company will receive no additional management fees for any period after December
31, 2002. Additionally, the remaining Independent General Partner (see Item 10
of Part III of this report) will receive no additional fees for any period after
December 31, 2002.

Changes in Unrealized Depreciation of Portfolio Investments - For the year ended
December 31, 2002, the Partnership had a $4,557,920 unfavorable change in net
unrealized depreciation of investments, resulting from the downward revaluation
of its investments in Spectrix Corporation and Inn-Room Systems, Inc. of
$4,429,645 and $128,275, respectively. The significant downward revaluation of
the Partnership's investment in Spectrix Corporation as of December 31, 2002,
primarily reflects the current business climate for technology companies and
difficulty the company is facing raising additional equity capital to continue
to execute its business plan, including the inability to raise additional bridge
capital from existing shareholders, including the Partnership. As a result, the
Managing General Partner is working with the company to complete the sale or
acquisition of Spectrix. If successful, the Managing General Partner expects
that given current market conditions, among other factors, a sale or acquisition
of the company, if any, would be completed at a significantly reduced valuation
than previously anticipated. Because of the substantial uncertainty regarding
the possible sale of Spectrix and its continued viability, the General Partners
reduced the fair value of the Partnership's investment in Spectrix by $2,976,430
on September 30, 2002 and have determined it prudent to further reduce such fair
value by an additional $1,453,215 to a fair value of $100,000 as of December 31,
2002. There can be no certainty that the Partnership will ultimately realize the
value of its remaining portfolio investments as estimated as of December 31,
2002.

For the year ended December 31, 2001, the Partnership had a $1,488,216 favorable
change in net unrealized depreciation of investments, resulting from the upward
revaluation of its investment in Spectrix Corporation.

For the year ended December 31, 2000, the Partnership had a $1,551,346 favorable
change in net unrealized depreciation of investments, resulting from the
transfer of $1,774,541 from unrealized loss to realized loss relating to the
sale of the Partnership's investment in EIS International, Inc., as discussed
above, partially offset by a $223,195 downward revaluation of the Partnership's
investment in Inn-Room Systems, Inc.

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
depreciation of portfolio investments.

As of December 31, 2002, the Partnership's net assets were $1,085,525,
reflecting a decrease of $4,794,003 from net assets of $5,879,528 as of December
31, 2001. This decrease reflects the decrease in net assets resulting from
operations, comprised of the $4,557,920 unfavorable change in net unrealized
depreciation and the $236,083 net realized loss from operations for 2002.

As of December 31, 2001, the Partnership's net assets were $5,879,528,
reflecting an increase of $1,270,246 from net assets of $4,609,282 as of
December 31, 2000. This increase reflects the increase in net assets resulting
from operations, comprised of the $1,488,216 favorable change in net unrealized
depreciation exceeding the $217,970 net realized loss from operations for 2001.

As of December 31, 2000, the Partnership's net assets were $4,609,282,
reflecting a decrease of $326,141 from net assets of $4,935,423 as of December
31, 1999. This decline reflects the decrease in net assets resulting from
operations comprised of the $1,877,487 net realized loss from operations
partially offset by the $1,551,346 favorable change in net unrealized
depreciation for 2000.

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 included in Part II, in Item 8 of this report).
However, for purposes of calculating the net asset value per unit of limited
partnership interest ("Unit"), net unrealized 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, 2002, 2001 and 2000 was $96,
$519, and $407, respectively.

The Partnership had no contractual obligations or off balance sheet arrangements
as of December 31, 2002.

The Management Company is responsible for the management and administrative
services necessary for the operation of the Partnership. For these services, the
Management Company received a management fee through December 31, 1999 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. The Management Company voluntarily agreed to reduce the
minimum management fee payable by the Partnership to $150,000 per annum,
effective January 1, 2000, and received such fee through the Partnership's
dissolution effective December 31, 2002. As a result of the Partnership's
dissolution, the Management Company will receive no additional management fees
after December 31, 2002. Management fees for the years ended December 31, 2002,
2001 and 2000 were $150,000, $150,000 and $150,000, respectively.

From inception of the Partnership to December 31, 1998, each of the Independent
General Partners received an annual fee of $10,000 and $1,000 for each meeting
of the Independent General Partners attended, plus out-of-pocket expenses.
Effective January 1, 1999, the annual fee paid to each Independent General
Partner was reduced to $5,000. Additionally, effective January 1, 2000, the
Independent General Partners voluntarily waived all future meeting fees. As a
result of the Partnership's dissolution, the remaining Independent General
Partner will receive no additional fees after December 31, 2002. Independent
General Partner fees for the years ended December 31, 2002, 2001 and 2000 were
$11,250, $15,000 and $15,000, respectively.

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
$1,061,035 as of December 31, 2002. An assumed 10% decline from this December
31, 2002 fair value would result in a reduction to the fair value of such
investments and an unrealized loss of $106,104.

The Partnership had no short-term investments as of December 31, 2002. Market
risk relating to the Partnership's interest-bearing cash equivalents held as of
December 31, 2002 is considered to be immaterial.


<PAGE>



Item 8.       Financial Statements


                       WESTFORD TECHNOLOGY VENTURES, L.P.
                                      INDEX

Report of Independent Certified Public Accountants

Balance Sheets as of December 31, 2002 and 2001

Schedule of Portfolio Investments as of December 31, 2002

Schedule of Portfolio Investments as of December 31, 2001

Statements of Operations for the years ended December 31, 2002, 2001 and 2000

Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000

Statements of Changes in Partners' Capital for the years ended December 31,
2002, 2001 and 2000

Notes to Financial Statements

NOTE - All schedules required by regulation S-X 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

To the Partners of
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, 2002 and 2001, 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, 2002. 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 auditing standards generally accepted
in the United States of America. 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. as of December 31, 2002 and 2001, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2002 in
conformity with accounting principles generally accepted in the United States of
America.

As explained in Note 1, the Partnership dissolved on December 31, 2002 as a
result of the completion of the final extension of its term allowable by the
Partnership Agreement. However, pursuant to the Partnership Agreement and
Delaware Law, the Managing General Partner will continue to manage the
Partnership through its date of liquidation, which will occur when it has
satisfied all liabilities and obligations to creditors and has sold, distributed
or otherwise disposed of its investments in portfolio companies.

As explained in Note 2, the financial statements include investments valued at
$1,061,035 and $5,553,955, as of December 31, 2002 and 2001, respectively,
representing 98% and 94% of partners' capital, respectively. All investments are
shown at fair market value, which have been estimated by the managing general
partner in the absence of readily ascertainable market values and are no
different than their liquidation basis. We have reviewed the procedures used by
the managing general partner in arriving at its estimates of the fair 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
April 11, 2003


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
December 31,
<table>

 <c>

                                                                                                 2002                2001
                                                                                            ---------------   -----------------

ASSETS

Portfolio investments at fair value (cost of $7,798,952 as of
    December 31, 2002 and $7,733,952 as of December 31, 2001)                               $     1,061,035    $      5,553,955
Cash and cash equivalents                                                                            47,031             489,710
Accrued interest receivable                                                                          92,100              80,803
                                                                                            ---------------    ----------------

TOTAL ASSETS                                                                                $     1,200,166    $      6,124,468
                                                                                            ===============    ================


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                       $        34,587    $         36,136
Due to Management Company                                                                            76,304             201,304
Due to Independent General Partners                                                                   3,750               7,500
                                                                                            ---------------    ----------------
   Total liabilities                                                                                114,641             244,940
                                                                                            ---------------    ----------------

Partners' Capital:
Managing General Partner                                                                            240,564             240,575
Individual General Partners                                                                           2,659               2,743
Limited Partners (11,217 Units)                                                                   7,580,219           7,816,207
Unallocated net unrealized depreciation of investments                                           (6,737,917)         (2,179,997)
                                                                                            ---------------    ----------------
   Total partners' capital                                                                        1,085,525           5,879,528
                                                                                            ---------------    ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $     1,200,166    $      6,124,468
                                                                                            ===============    ================
</table>



See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 2002
<table>

 <c>
                                                                           Initial
                                                                         Investment
Investment Description                                                      Date                  Cost               Fair Value
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
Automated in-room vending units for the lodging industry
15,485 shares of Common Stock                                            Oct. 1989            $    1,320,349    $              0
Convertible Demand Note at prime plus 1%                                                             102,940              51,470
                                                                                              --------------    ----------------
                                                                                                   1,423,289              51,470
--------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
Infrared data transfer technology for networks
60,547 shares of Series A Preferred Stock                                June 1989                   784,319                   0
2,216,626 shares of Series B Preferred Stock                                                       4,261,901              35,000
699,256 shares of Common Stock                                                                       354,878                   0
Warrants to purchase 50,000 shares of Common Stock at
   $4.00 per share, expiring 04/30/03                                                                      0                   0
8% Demand Notes                                                                                       65,000              65,000
                                                                                              --------------    ----------------
                                                                                                   5,466,098             100,000
--------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
Designer of high performance, low power integrated
   circuit products
788,796 shares of Series A Preferred Stock                               Oct. 1992                   788,796             788,796
Convertible Demand Notes at prime                                                                    120,769             120,769
                                                                                              --------------    ----------------
                                                                                                     909,565             909,565
--------------------------------------------------------------------------------------------------------------------------------

TOTAL PORTFOLIO INVESTMENTS                                                                   $    7,798,952    $      1,061,035
                                                                                              ==============    ================
</table>



* 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, 2001
<table>

 <c>
                                                                           Initial
                                                                         Investment
Investment Description                                                      Date                  Cost               Fair Value
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
Automated in-room vending units for the lodging industry
15,485 shares of Common Stock                                            Oct. 1989            $    1,320,349    $         76,805
Convertible Demand Note at prime plus 1%                                                             102,940             102,940
                                                                                              --------------    ----------------
                                                                                                   1,423,289             179,745
--------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
Infrared data transfer technology for networks
60,547 shares of Series A Preferred Stock                                June 1989                   784,319              90,821
2,216,626 shares of Series B Preferred Stock                                                       4,261,901           3,324,940
699,256 shares of Common Stock                                                                       354,878           1,048,884
Warrants to purchase 50,000 shares of Common Stock at
   $4.00 per share, expiring 04/30/03                                                                      0                   0
                                                                                              --------------    ----------------
                                                                                                   5,401,098           4,464,645
--------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
Designer of high performance, low power integrated
   circuit products
788,796 shares of Series A Preferred Stock                               Oct. 1992                   788,796             788,796
Convertible Demand Notes at prime                                                                    120,769             120,769
                                                                                              --------------    ----------------
                                                                                                     909,565             909,565
--------------------------------------------------------------------------------------------------------------------------------

TOTAL PORTFOLIO INVESTMENTS                                                                   $    7,733,952    $      5,553,955
                                                                                              ==============    ================
</table>


* 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>

 <c>

                                                                                 2002              2001               2000
                                                                           ---------------     --------------     -------------


INVESTMENT INCOME AND EXPENSES

   Income:
   Interest from short-term investments                                    $         2,743     $       12,142     $       22,567
   Interest and other income from portfolio investments                             11,743             20,103             17,170
                                                                           ---------------     --------------     --------------
     Total investment income                                                        14,486             32,245             39,737
                                                                           ---------------     --------------     --------------

   Expenses:
   Management fee                                                                  150,000            150,000            150,000
   Professional fees                                                                56,096             54,028             52,297
   Mailing and printing                                                             25,962             24,416             25,730
   Independent General Partners' fees                                               11,250             15,000             15,000
   Custody fees                                                                      6,200              6,000              6,025
   Other expenses                                                                    1,061                771                838
                                                                           ---------------     --------------     --------------
     Total expenses                                                                250,569            250,215            249,890
                                                                           ---------------     --------------     --------------

NET INVESTMENT LOSS                                                               (236,083)          (217,970)          (210,153)

Net realized loss from portfolio investments                                             -                  -         (1,667,334)
                                                                           ---------------     --------------     --------------

NET REALIZED LOSS FROM OPERATIONS                                                 (236,083)          (217,970)        (1,877,487)

Change in unrealized depreciation of investments                                (4,557,920)         1,488,216          1,551,346
                                                                           ---------------     --------------     --------------

NET (DECREASE) INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                                               $    (4,794,003)    $    1,270,246     $     (326,141)
                                                                           ===============     ==============     ==============
</table>




See notes to financial statements.



<PAGE>


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

 <c>

                                                                                2002              2001                 2000
                                                                          ---------------    ---------------      -------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net (decrease) increase in net assets resulting from operations           $    (4,794,003)   $     1,270,246      $    (326,141)
Adjustments to reconcile net (decrease) increase in net assets
   resulting from operations to cash used for operating activities:
Net realized loss from investments                                                      -                  -          1,667,334
Change in unrealized depreciation of investments                                4,557,920         (1,488,216)        (1,551,346)
Increase in accrued interest and receivables                                      (11,297)           (18,902)           (18,853)
Decrease in payables, net                                                        (130,299)          (193,031)          (220,478)
                                                                          ---------------    ---------------      -------------
Cash used for operating activities                                               (377,679)          (429,903)          (449,484)
                                                                          ---------------    ---------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES

Cost of portfolio investments purchased                                           (65,000)                 -            (60,769)
Proceeds from the sale of portfolio investments                                         -                  -          1,429,263
                                                                          ---------------    ---------------      -------------
Cash (used for) provided by investing activities                                  (65,000)                 -          1,368,494
                                                                          ---------------    ---------------      -------------

(Decrease) increase in cash and cash equivalents                                 (442,679)          (429,903)           919,010

Cash and cash equivalents at beginning of year                                    489,710            919,613                603
                                                                          ---------------    ---------------      -------------

CASH AND CASH EQUIVALENTS AT END OF
   YEAR                                                                   $        47,031    $       489,710      $     919,613
                                                                          ===============    ===============      =============
</table>



See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 2000, 2001 and 2002
<table>

 <c>
                                                                                               Unallocated
                                             Managing      Individual                        Net Unrealized
                                              General        General          Limited         Depreciation
                                              Partner       Partners         Partners        of Investments          Total

Balance as of January 1, 2000            $    584,100      $    3,367    $     9,567,515     $   (5,219,559)    $     4,935,423

Net investment loss                             1,320             (75)          (211,398)                 -            (210,153)

Net realized loss from portfolio
   investments                               (346,669)           (471)        (1,320,194)                 -          (1,667,334)

Change in unrealized
   depreciation of investments                      -               -                  -          1,551,346           1,551,346
                                         ------------      ----------    ---------------    ---------------     ---------------

Balance as of December 31, 2000               238,751           2,821          8,035,923 (A)     (3,668,213)          4,609,282

Net investment loss                             1,824             (78)          (219,716)                 -            (217,970)

Change in unrealized
   depreciation of investments                      -               -                  -          1,488,216           1,488,216
                                         ------------      ----------    ---------------    ---------------     ---------------

Balance as of December 31, 2001               240,575           2,743          7,816,207 (A)     (2,179,997)          5,879,528

Net investment loss                               (11)            (84)          (235,988)                 -            (236,083)

Change in unrealized
   depreciation of investments                      -               -                  -         (4,557,920)         (4,557,920)
                                         ------------      ----------    ---------------    ---------------     ---------------

Balance as of December 31, 2002          $    240,564      $    2,659    $     7,580,219 (A) $   (6,737,917)    $     1,085,525
                                         ============      ==========    ===============     ==============     ===============
</table>


(A)  The net asset value per unit of limited partnership interest, including an
     assumed allocation of net unrealized depreciation of investments, was $96,
     $519 and $407 as of December 31, 2002, 2001 and 2000, 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 dissolved on December 31, 2002, as a result of the completion of
the final extension of its term allowable by the Partnership Agreement. However,
pursuant to the Partnership Agreement and Delaware Law, the Managing General
Partner will continue to manage the Partnership though its date of liquidation
(the "Liquidation Period"), which will occur when it has satisfied all
liabilities and obligations to creditors and has sold, distributed or otherwise
disposed of its investments in portfolio companies.

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. Publicly held portfolio securities are valued at the closing public
market price on the valuation date discounted by a factor ranging from 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 valued at cost until significant developments
affecting the portfolio company provide a basis for change in valuation. The
fair value of private securities is adjusted to reflect 1) meaningful
third-party transactions in the private market or 2) 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. All investments are shown at fair value, which
have been estimated by the Managing General Partner in the absence of readily
ascertainable market values and are no different than their estimated
liquidation basis.

Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets

<PAGE>


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

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
therefore. Realized gains and losses on investments sold are computed on a
specific identification basis.

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
approximately $6.7 million as of December 31, 2002, was recorded for financial
statement purposes but has not been recognized for tax purposes. Additionally,
from inception to December 31, 2002, other timing differences relating to the
sale 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.

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 received a management fee through December 31, 1999 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. The Management Company voluntarily agreed to reduce the
minimum management fee payable by the Partnership to $150,000 per annum,
effective January 1, 2000, and received such fee through the Partnership's
dissolution effective December 31, 2002. As a result of the Partnership's
dissolution, the Management Company will receive no additional management fees
after December 31, 2002. Management fees for the years ended December 31, 2002,
2001 and 2000 were $150,000, $150,000 and $150,000, respectively.

From inception of the Partnership to December 31, 1998, each of the Independent
General Partners received an annual fee of $10,000 and $1,000 for each meeting
of the Independent General Partners attended, plus out-of-pocket expenses.
Effective January 1, 1999, the annual fee paid to each Independent General
Partner was reduced to $5,000. Additionally, effective January 1, 2000, the
Independent General Partners voluntarily waived all future meeting fees. As a
result of the Partnership's dissolution, the remaining Independent General
Partner will receive no additional fees after December 31, 2002. Independent
General Partner fees for the years ended December 31, 2002, 2001 and 2000 were
$11,250, $15,000 and $15,000, respectively.


<PAGE>


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

5.     Classification of Portfolio Investments

As of December 31, 2002 and 2001 the Partnership's portfolio investments were
categorized as follows:
<table>

 <c>
As of December 31, 2002:                                                                                     Percentage of
-----------------------
Investment Type                                            Cost                   Fair Value                  Net Assets*
---------------                                       ---------------           ---------------               -----------
Preferred Stock                                      $      5,835,016            $      823,796               75.89%
Common Stock                                                1,675,227                         0                0.00%
Debt Securities                                               288,709                   237,239               21.85%
                                                     ----------------            --------------               ------
Total                                                $      7,798,952            $    1,061,035               97.74%
                                                     ================            ==============               ======

Country/Geographic Region
Midwestern U.S.                                      $      6,889,387            $      151,470               13.95%
Eastern U.S.                                                  909,565                   909,565               83.79%
                                                     ----------------            --------------               ------
Total                                                $      7,798,952            $    1,061,035               97.74%
                                                     ================            ==============               ======

Industry
Wireless Communications                              $      5,466,098            $      100,000                9.21%
Vending Equipment                                           1,423,289                    51,470                4.74%
Semiconductors                                                909,565                   909,565               83.79%
                                                     ----------------            --------------               ------
Total                                                $      7,798,952            $    1,061,035               97.74%
                                                     ================            ==============               ======

As of December 31, 2001:                                                                                     Percentage of
-----------------------
Investment Type                                            Cost                   Fair Value                  Net Assets*
---------------                                       ---------------           ---------------               -----------
Preferred Stock                                      $      5,835,016            $    4,204,557               71.51%
Common Stock                                                1,675,227                 1,125,689               19.15%
Debt Securities                                               223,709                   223,709                 3.80%
                                                     ----------------            --------------               -------
Total                                                $      7,733,952            $    5,553,955               94.46%
                                                     ================            ==============               ======

Country/Geographic Region
Midwestern U.S.                                      $      6,824,387            $    4,644,390               78.99%
Eastern U.S.                                                  909,565                   909,565               15.47%
                                                     ----------------            --------------              -------
Total                                                $      7,733,952            $    5,553,955               94.46%
                                                     ================            ==============             ========

Industry
Wireless Communications                              $      5,401,098            $    4,464,645               75.93%
Vending Equipment                                           1,423,289                   179,745                3.06%
Semiconductors                                                909,565                   909,565               15.47%
                                                     ----------------            --------------               ------
Total                                                $      7,733,952            $    5,553,955               94.46%
                                                     ================            ==============               ======
</table>
* Fair value as a percentage of net assets.


<PAGE>


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

6.     Quarterly Financial Information (Unaudited)
<table>

 <c>
                                                                                   Net Increase
                                  Total                Net Realized              (Decrease) in Net
                               Investment                  Loss                  Assets Resulting
                                 Income              From Operations              From Operations
                            ---------------       ----------------------      ----------------------
2002
First Quarter                $      4,239           $         (58,982)            $        (58,982)
Second Quarter                      3,734                     (59,629)                     (59,629)
Third Quarter                       3,429                     (69,084)                  (3,045,514)
Fourth Quarter                      3,084                     (48,388)                  (1,629,878)

2001
First Quarter                $      9,607           $         (51,419)            $        (51,419)
Second Quarter                      8,696                     (55,913)                   1,432,303
Third Quarter                       7,675                     (66,580)                     (66,580)
Fourth Quarter                      6,267                     (44,058)                     (44,058)

</table>

<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 General Partners

The General Partners of the Partnership originally consisted of four individuals
(the "Individual General Partners") and WTVI Co., L.P. (the "Managing General
Partner" and together with the Individual General Partners; the "General
Partners"). The General Partners are responsible for the management and
administration of the Partnership. As required by the Investment Company Act of
1940 (the "1940 Act"), a majority of the General Partners were individuals who
were not "interested persons" of the Partnership as defined in the 1940 Act. In
1987, the Securities and Exchange Commission (the "SEC") issued an order
declaring that Robert Ames, George Weimer and Albert Bertocchi, the three
Independent General Partners of the Partnership (the "Independent General
Partners") were not "interested persons" of the Partnership as defined in the
1940 Act solely by reason of being general partners of the Partnership. Jeffrey
Hamilton, an interested person as defined in the 1940 Act, is an Individual
General Partner. Messrs. Ames and Weimer passed away during 2002, leaving Mr.
Bertocchi as the remaining Independent General Partner as of December 31, 2002.

The Individual General Partners

The Individual General Partners have full authority over the management of the
Partnership and provide overall guidance and supervision with respect to the
operations of the Partnership and perform the various duties imposed on the
directors of business development companies by the 1940 Act. In addition to
general fiduciary duties, the Individual General Partners, among other things,
supervise the management arrangements of the Partnership and supervise the
activities of the Managing General Partner.

The following table presents certain information regarding the Individual
General Partners, including their principal occupations during the past five
years.

<table>

 <c>
  Name, Age, Position with Partnership,      First Became a       Units of Partnership Owned
     Principal Occupation and Other         General Partner      Beneficially as of April 15,
            Directorships(1)                                               2003 (2)                Percent of Class (3)
------------------------------------------ -------------------- ------------------------------- ----------------------------

JEFFREY T. HAMILTON, 65, General                  1988                        0                              0
Partner, Hamilton Capital Management
Inc., President, Secretary and Director
since August 1987; Euclid Partners,
General Partner, September 1983-August
1987

ALFRED M. BERTOCCHI, 74, General                  1988                        0                              0
Partner; Senior Vice-President, Finance
and Administration (Retired), Digital
Equipment Corporation; Spectrix Corp.,
Director

All Individual General Partners as a                                          0                              0
Group

(1)    Directorships include all directorships of companies required to report
       to the Securities and Exchange Commission (i.e., "public companies") or
       registered investment companies other than those administered or advised
       by the Partnership's investment adviser.

(2)    Numbers include, where applicable, Units owned by a nominee's spouse or
       minor children or Units which were otherwise reported by the nominee as
       "beneficially owned" in the light of pertinent Securities and Exchange
       Commission rules.

(3)    Percentage of Units outstanding on April 15, 2003. All Units are held
       with sole voting and investment power, except to the extent that such
       power may be shared by a family member or a Trustee of a family trust.
</table>
<page>
The Management Company

Hamilton Capital Management Inc. (the "Management Company"), is a Delaware
corporation controlled by Jeffrey Hamilton, an Individual General Partner of the
Partnership. The Management Company's office is located at 17 Academy Street,
5th Floor, Newark, New Jersey 07102. The Management Company also is the general
partner of the Managing General Partner. The Management Company is responsible
for the management and administrative services necessary for the operation of
the Partnership pursuant to the Management Agreement between the Partnership and
the Management Company and has served as the management company for the
Partnership since the Partnership commenced operations in 1988.

The following table sets forth information concerning the directors and officers
of the Management Company. Information regarding Jeffrey T. Hamilton, the
President, Secretary, sole stockholder and a director of the Management Company,
is set forth above under Individual General Partners.
<table>

 <c>

        Name, Age, Position with            First Became an       Units of Partnership Owned
  Management, Principal Occupation and         Officer or        Beneficially as of April 15,
         Other Directorships (1)                Director                   2003 (2)                 Percent of Class(3)
------------------------------------------ -------------------- ------------------------------- ----------------------------

L. LOUISE HAMILTON, 62, Director; Travel          1991                        0                              0
Consultant, retired (April 1984-1996)(2)

SUSAN J. TRAMMELL, 48, Treasurer and              1991                        3                        Less than 1%
Director; Former Associate, Westford
Technology Ventures, L.P.
</table>
(1)    Directorships including directorships of companies required to report to
       the Securities and Exchange Commission (i.e., "public companies") or
       registered investment companies other than those administered or advised
       by the Partnership's investment adviser.

(2)    Ms. Hamilton is married to Mr. Hamilton.

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.
<page>
The Managing General Partner

The Managing General Partner is a limited partnership organized on September 3,
1987 under the laws of the State of Delaware. The Managing General Partner
maintains its principal office at 17 Academy Street, 5th Floor, Newark, New
Jersey 07102. The Managing General Partner has acted as the managing general
partner of the Partnership since September 3, 1987. The Managing General Partner
is engaged in no other activities as of the date of this proxy statement.

The  general  partner of the  Managing  General  Partner is the  Management
Company,  and the limited partner of the Managing  General Partner is Jeffrey T.
Hamilton.  Carl H. Janzen and Frederick H. Fruitman are retired limited partners
of the Managing  General  Partner.  Information  concerning Mr.  Hamilton is set
forth above under "The Individual General Partners."

The Managing General Partner, subject to the supervision of the Individual
General Partners, has exclusive power and authority to manage and control the
Partnership's venture capital investments. Subject to the supervision of the
Individual General Partners, the Managing General Partner is authorized to make
all decisions regarding the Partnership's venture capital investment portfolio
including, among other things, authority to find, evaluate, structure, monitor
and liquidate such investments and to provide, or arrange for the provision of,
managerial assistance to the portfolio companies in which the Partnership
invests. The general partner of the Managing General Partner is Hamilton Capital
Management Inc. (the "Management Company"), a Delaware corporation controlled by
Jeffrey Hamilton, an Individual General Partner of the Partnership.

The Partnership Agreement obligates the Managing General Partner to contribute
cash to the capital of the Partnership so that the Managing General Partner's
capital contribution at all times will be equal to one percent (1%) of the
aggregate capital contributions of all partners of the Partnership. The Managing
General Partner has contributed $112,170 to the capital of the Partnership.

Item 11.      Executive Compensation.
              ----------------------

Compensation of the Independent General Partners - From inception of the
Partnership to December 31, 1998, each of the Independent General Partners
received an annual fee of $10,000 and $1,000 for each meeting of the Independent
General Partners attended, plus out-of-pocket expenses. Effective January 1,
1999, the annual fee paid to each Independent General Partner was reduced to
$5,000. Additionally, effective January 1, 2000, the Independent General
Partners voluntarily waived all future meeting fees. For the years ended
December 31, 2002, 2001 and 2000, the non-interested Individual General Partners
of the Partnership as a group earned $11,250, $15,000 and $15,000, respectively.
As a result of the Partnership's dissolution, the remaining Independent General
Partner will receive no additional fees after December 31, 2002.

Management Fee - The Management Company is responsible for the management and
administrative services necessary for the operation of the Partnership. For
these services, the Management Company received a management fee through
December 31, 1999 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. The Management Company voluntarily agreed to
reduce the minimum management fee payable by the Partnership to $150,000 per
annum, effective January 1, 2000, and received such fee through the
Partnership's dissolution effective December 31, 2002. Therefore, the
Partnership incurred a management fee of $150,000 for each of the years ended
December 31, 2002, 2001 and 2000. As a result of the Partnership's dissolution,
the Management Company will receive no additional management fees after December
31, 2002.

The Management Company received payments totaling $275,000 during 2002 and was
due $76,304 for fees earned and unpaid as of December 31, 2002.

The Management Company pays the compensation of Mr. Hamilton. The Management
Company also furnishes at its own expense all necessary administrative services
including office space, equipment, clerical personnel, investment advisory
facilities and all executive and supervisory personnel necessary for managing
the Partnership's investments, effecting the Partnership's portfolio
transactions and, in general, administering its affairs.

The Management Company has arranged for Palmeri Fund Administrators,  Inc.,
an  independent  administrative  services  company,  to  provide  administrative
services to the  Partnership.  Fees for such  services are paid  directly by the
Management Company.

Allocations and Distributions - The profits and losses of the Partnership are
determined and allocated as of the end of and within sixty days after the end of
each fiscal year. The Managing General Partner is allocated, on a cumulative
basis (i.e., the aggregate amounts of all gains and losses and not each gain or
loss from each individual investment) over the life of the Partnership an amount
equal to 20% of the excess of the Partnership's income and gains from venture
capital investments ("Portfolio Profits") over the Partnership's losses on such
investments ("Portfolio Losses"). The balance of the Portfolio Profits and
Portfolio Losses of the Partnership, and all other Partnership income, gains and
losses ("Non-Portfolio Income and Losses") is allocated to all of the partners
of the Partnership (the "Partners") (including the Managing General Partner) in
proportion to each Partner's respective capital contribution to the Partnership.
The allocation of 20% of gains to the Managing General Partner applies only to
Portfolio Gains because the Managing General Partner is only responsible for
managing and controlling the venture capital investments of the Partnership and
is not responsible for the money market investments. (As used in the description
of the allocation and distribution provisions of the Partnership Agreement, a
limited partner's capital contribution with respect to a Unit is equal to the
contribution of the original purchaser of such Unit, regardless of whether such
limited partner is the original purchaser.) Since the Managing General Partner
will have contributed 1% of Partnership capital, its share of Non-Portfolio
Income and Losses, and its share of the ongoing administrative expenses of the
Partnership, which, over time, could represent a significant cost to the
Partnership, is limited to 1%. The Managing General Partner's share of Portfolio
Losses, to the extent they exceed Portfolio Gains, is also limited to 1%.

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

Reference is made to Item 10 "The Individual General Partners" and "The
Management Company" concerning information with respect to security ownership.

As of April 15, 2003, no person or group is known by the Partnership to be the
beneficial owner of more than 5 percent of the Units. Ms. Trammell, the
Treasurer and Director of the Management Company, owns 3 Units. The Individual
General Partners, the directors and officers of the Management Company, and
their affiliates, as a group own 3 Units, representing less than one percent of
the total Units outstanding.

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

Item 13.      Certain Relationships and Related Transactions.
              ----------------------------------------------

Jeffrey T. Hamilton President, Secretary and a Director of the Management
Company, and Louise M. Hamilton, Chairman of the Board of Directors of the
Management Company, are husband and wife.

Item 14.      Controls and Procedures.
              -----------------------

We maintain disclosure controls and procedures and internal controls designed to
ensure that information required to be disclosed in our filings under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms. Our chief executive officer and chief financial officer have
evaluated the effectiveness of our controls and procedures within 90 days of the
filing of this annual report on Form 10-K. Based on their evaluation of such
controls and procedures, our chief executive officer and chief financial officer
believe such controls and procedures to be effective.

Additionally, there have been no significant changes in internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


<PAGE>


                                     PART IV

Item 15.      Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
              -----------------------------------------------------------------

(a)      Notes to Financial Statements

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

(c)               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).

                99.1     Certification of chief executive  officer  pursuant
                         to 18 U.S.C.  Section 1350, as adopted pursuant to
                         Section 906 of the Sarbanes-Oxley Act of 2002

                99.2     Certification of chief financial  officer  pursuant
                         to 18 U.S.C.  Section 1350, as adopted pursuant to
                         Section 906 of the Sarbanes-Oxley Act of 2002




<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
2003.


         WESTFORD TECHNOLOGY VENTURES, L.P.


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


By:      Hamilton Capital Management Inc.
         its general partner
<table>

 <c>

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


By:      /s/   Susan J. Trammell                                  Treasurer and Director
         -----------------------------------------------------
         Susan J. Trammell                                        of Hamilton Capital Management Inc.



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


</table>

<PAGE>


                                  Certification

         I, Jeffrey T. Hamilton, certify that:

1.       I have reviewed this annual report on Form 10-K of Westford Technology
         Ventures, L.P. (the "Registrant");

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements and other financial
         information included in this annual report, fairly presents in all
         material respects the financial condition, results of operations and
         cash flows of the Registrant as of, and for, the periods presented in
         this annual report;

4.       I am  responsible  for  establishing  and  maintaining  disclosure
         controls and  procedures (as defined in Exchange Act Rules
         13a-14 and 15d-14) for the Registrant and have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the Registrant is made
                  known to me, particularly during the period in which this
                  annual report is being prepared;

         b)       evaluated the effectiveness of the Registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       presented in this annual report my conclusions  about the
                  effectiveness  of the  disclosure  controls and procedures
                  based on my evaluation as of the Evaluation Date;

5.       I have disclosed, based on my most recent evaluation, to the
         Registrant's auditors and the Registrant's general partners:

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  Registrant's ability to record, process, summarize and report
                  financial data and have identified for the Registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves
                  management or other employees who have a significant role in
                  the Registrant's internal controls; and

6.       I have indicated in this report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.







Date:  April 15, 2003

                             /s/ Jeffrey T. Hamilton
                             -----------------------------
                                 Jeffrey T. Hamilton
                                 President, Hamilton Capital Management, Inc.