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 (Fee Required)

For the Fiscal Year Ended December 31, 1995

OR

[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of The  Securities
     Exchange Act of 1934 (No Fee Required)

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:  (201) 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]

At March 18, 1996, 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 1996 Annual Meeting
of the  Limited  Partners  of the  Registrant,  to be held on June 21, 1996 (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,
1995.

Portions  of the  Registrant's  Form 10-Q for the  quarter  ended March 31, 1995
filed  with  the  Securities  and  Exchange  Commission  on  May  15,  1995  are
incorporated by reference in Part I hereof.



<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;  $11,217,000 from the Limited Partners,  $112,170 from the Managing
General Partner and $4,000 from the Individual General Partners.

The  Partnership is scheduled to terminate on December 31, 1998,  subject to the
right  of the  Individual  General  Partners  to  extend  the term for up to two
additional  two-year  periods if they determine that such  extensions are in the
best interest of the  Partnership.  The Partnership will terminate no later than
December 31, 2002.

The Venture Capital Investments

During the year ended December 31, 1995, the  Partnership  invested  $336,000 in
three existing portfolio companies. From its inception to December 31, 1995, the
Partnership  had  invested  $9.5  million,   in  eight  portfolio   investments,
representing  approximately  93% of the original  net proceeds of $10.2  million
available  for  investment  in venture  situations.  At December 31,  1995,  the
Partnership had active investments in five portfolio companies with an aggregate
cost of $7.6 million and a fair value of $10.1 million. As of December 31, 1995,
the Partnership had fully or partially liquidated  investments with an aggregate
cost of $1.9 million. These liquidated investments returned $774,000,  resulting
in a  cumulative  net  realized  loss of $1.1  million.  From its  inception  to
December 31, 1995,  the  Partnership  had a cumulative net loss from its venture
capital  investments of $702,000,  including $396,000 of cumulative interest and
dividend income earned from portfolio investments.

On  February  2, 1995,  the  Partnership  purchased  62,500  shares of  Spectrix
Corporation for $250,000.

In November  and  December  1995,  the  Partnership  purchased  demand  notes of
Inn-Room Systems,  Inc. aggregating  $70,000.  Such notes bear interest at prime
plus 1%.

In December 1995, the  Partnership  exchanged its $190,767  promissory  note due
from Thunderbird Technologies,  Inc. along with $16,496 of accrued interest into
207,263 shares of preferred stock of the company.

On March 1,  1996,  Cybernetics  Systems  International,  Inc.  merged  with EIS
International, Inc., a public company. In exchange for its Cybernetics holdings,
the  Partnership  will receive  $460,245 in cash,  206,267  shares of 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 are being held in escrow,  the release of which is  contingent
upon certain events.  At December 31, 1995, the fair value of the  Partnership's
investment in Cybernetics  reflects the value of the merger consideration less a
discount for sales restrictions and other contingencies.

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.

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.



<PAGE>


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.  Units of limited partnership interest of the Partnership have traded
through  this  market on a limited  basis.  Transfers  of Units are  subject  to
certain  restrictions in 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 18, 1996 is 1,850.  The
Managing  General  Partner  and the  four  Individual  General  Partners  of the
Partnership also hold interests in the  Partnership.  See Item 12 of this report
"Security Ownership of Certain Beneficial Owners and Management".

The Partnership did not make any  distributions to its Partners in 1995, 1994 or
1993 and has not made any cash distributions to Partners since its inception.



<PAGE>


Item 6.       Selected Financial Data.

($ In Thousands, Except For Per Unit Information)

<TABLE>
                                                                           Years Ended December 31,

                                                            1995           1994            1993           1992         1991
                                                          --------       ---------      ---------       --------     ------
<S>                                                       <C>            <C>            <C>             <C>          <C>        
Net investment income (loss)                              $   (318)      $    (295)     $    (269)      $   (134)    $      (69)

Realized loss on investments                                   (14)           (384)             -           (700)             -

Net change in unrealized appreciation or
depreciation of investments                                  2,674             180             95            (35)          (425)

Net increase (decrease) in net assets
resulting from operations                                    2,343            (500)          (173)          (869)          (493)

Net assets                                                  10,775           8,432          8,932          9,105          9,974

Net unrealized appreciation (depreciation)
of portfolio investments                                     2,448            (227)          (406)          (501)          (467)

Cost of portfolio investments purchased                        336           1,464          1,143          1,150          1,523

Cumulative cost of portfolio investments                     9,487           9,151          7,687          6,544          5,394

PER UNIT OF LIMITED
PARTNERSHIP INTEREST

Net asset value, including net unrealized
appreciation (depreciation) of investments                 $   920        $    744       $    788        $   803       $    880

Net investment income (loss)                                   (28)            (26)           (24)           (14)            (8)

Realized loss on investments                                    (1)            (34)             -            (58)             -
</TABLE>



<PAGE>


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

Liquidity and Capital Resources

At December 31, 1995,  the  Partnership  held $350,000 in short-term  securities
with   maturities   of  less  than  one  year  and   $207,000   of  cash  in  an
interest-bearing  cash account.  The  Partnership  earned  $37,000,  $53,000 and
$89,000 of interest from such investments for the years ended December 31, 1995,
1994 and 1993,  respectively.  Interest  earned from  short-term  investments in
future  periods is subject to  fluctuations  in  short-term  interest  rates and
changes in amounts available for investment in such securities.

During 1995,  the  Partnership  invested  $336,000 in three  existing  portfolio
companies. From its inception to December 31, 1995, the Partnership had invested
$9.5 million in eight venture capital investments, representing 93% of the $10.2
million of original net proceeds to the Partnership.

Funds  needed  to cover  the  Partnership's  future  follow-on  investments  and
operating  expenses will be obtained from existing cash  reserves,  interest and
other income from portfolio  investments and proceeds from the sale of portfolio
investments.

Results of Operations

For the years ended December 31, 1995,  1994 and 1993, the Partnership had a net
realized loss from operations of $332,000, $679,000 and $269,000,  respectively.
Net realized gain or loss from operations is comprised of (1) net realized gains
or losses  from  portfolio  investments  and (2) 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, 1995,  the  Partnership  had a $14,000 net realized  loss from its
portfolio  investments.  In February 1995, the Partnership sold 20,000 shares of
Cincinnati  Bell Inc.  in the public  market for  $389,000,  realizing a loss of
$4,000.  On December 31, 1995, the  Partnership  wrote-off the remaining cost of
its 1% limited partnership interest in Picture Productions, L.P., resulting in a
realized loss of $10,000.

For the year ended December 31, 1994, the  Partnership  had a $384,000  realized
loss  resulting from the sale of its  investment in Eidetics  Incorporated.  The
Partnership  sold its  Eidetics  holdings,  along  with other  former  owners of
Eidetics, as part of a management buyout of the company completed in April 1994.
The  Partnership  received a $4,190 cash down  payment,  with  potential  future
payments to be  determined  by the actual  cash  receipts of the new company for
five years from the buyout date.  Through December 31, 1995, the Partnership had
received additional payments totaling $61,000 relating to the Eidetics buyout.

The Partnership  had no realized gains or losses from portfolio  investments for
the year ended December 31, 1993.

Investment  Income  and  Expenses  - Net  investment  loss for the  years  ended
December  31,  1995,  1994  and  1993  was  $318,000,   $295,000  and  $269,000,
respectively.  The $23,000  increase in net investment loss for 1995 compared to
1994  primarily  resulted  from a  $17,000  decrease  in  interest  earned  from
short-term  investments  and a $9,000  decrease in interest and dividend  income
from portfolio  investments.  Operating  expenses remained  relatively flat from
1995 to 1994 with a $9,000  decrease  in  professional  fees  being  offset by a
$7,000  increase in other  expenses.  The decrease in interest  from  short-term
investments  was  due to a  reduction  in  funds  available  to  invest  in such
securities  for 1995  compared to 1994.  The  decrease in interest  and dividend
income from portfolio  investments for 1995 compared to 1994 primarily  resulted
from a reduction in dividends  received from  Cincinnati Bell due to the sale of
20,000 shares in February 1995, as discussed above.

The $26,000  increase in net  investment  loss for 1994 compared to 1993 was the
result of an  $80,000  decrease  in  investment  income  for 1994 which was only
partially offset by a $54,000 reduction in operating expenses for 1994. Interest
earned from short-term  investments  declined  $36,000 for 1994, from $89,000 in
1993 to $53,000 in 1994.  This decrease  primarily was the result of a reduction
in the amount of funds invested in such securities during 1994 compared to 1993.
Interest and dividend  income from portfolio  investments  declined  $45,000 for
1994, from $86,000 in 1993 to $41,000 in 1994.  This decrease  primarily was due
to the reversal,  during 1994, of $30,000 of accrued interest due from Eidetics.
This receivable was written-off in connection with the sale of the Partnership's
investment in Eidetics,  as discussed  above.  The $54,000  decline in operating
expenses  for 1994  compared to 1993,  primarily is  attributable  to $61,000 of
amortization  expense  included in 1993.  Organizational  costs of $332,000 were
amortized over a five year period which was completed on December 1, 1993.

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, 1995,  1994 and 1993 was  $224,000,  $226,000 and  $234,000,
respectively.  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 for the periods discussed, primarily were obtained from
interest  received  from  short-term  investments  and interest and other income
earned from portfolio investments.

Unrealized Gains and Losses and Changes in Unrealized  Appreciation of Portfolio
Investments - For the year ended December 31, 1995, the  Partnership  had a $2.6
million net unrealized gain primarily  resulting from the upward  revaluation of
its investment in Cybernetics Systems  International,  Inc.  Additionally during
1995,  $42,000 of  unrealized  losses  were  reversed  due to the sale of 20,000
shares of Cincinnati  Bell common stock.  The $2.6 million net  unrealized  gain
combined  with the  $42,000  transfer  from  unrealized  loss to  realized  loss
resulted  in  a  $2.7  million  increase  in  net  unrealized   appreciation  of
investments for 1995.

For the year  ended  December  31,  1994,  the  Partnership  had a  $45,000  net
unrealized  loss primarily  resulting from a decrease in the public market price
of Cincinnati Bell Inc.'s common stock.  Additionally  during 1994, $225,000 was
transferred  from  unrealized  loss  to  realized  loss  due to the  sale of the
Partnership's  investment in Eidetics, as discussed above. The $225,000 transfer
from  unrealized  loss  to  realized  loss  offset  by  the  additional  $45,000
unrealized loss resulted in a $180,000  increase in net unrealized  appreciation
of investments for 1994.

For the year  ended  December  31,  1993,  the  Partnership  had a  $95,000  net
unrealized  gain from its portfolio  investments  resulting  from the net upward
revaluation of certain portfolio investments.

Net Assets - Changes to 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.  For the year  ended
December 31, 1995, the  Partnership  had a net increase in net assets  resulting
from operations of $2.3 million. For the years ended December 31, 1994 and 1993,
the  Partnership  had a net decrease in net assets  resulting from operations of
$500,000 and $173,000, respectively.

At December 31, 1995, the Partnership's  net assets were $10.8 million,  up $2.3
million from $8.4 million at December  31, 1994.  The $2.3 million  increase was
comprised of the $2.7 million increase in unrealized appreciation of investments
offset by the $332,000 net realized loss from operations for 1995.

At December 31,  1994,  the  Partnership's  net assets were $8.4  million,  down
$500,000  from $8.9  million at December 31,  1993.  The  $500,000  decrease was
comprised  of the  $679,000  net  realized  loss from  operations  offset by the
$180,000 increase in unrealized appreciation of investments for 1994.

At December 31,  1993,  the  Partnership's  net assets were $8.9  million,  down
$173,000 from $9.1 million at December 31, 1992.  This decrease was comprised of
the $269,000 net realized loss from operations offset by the $95,000 increase in
unrealized appreciation of investments for 1993.

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 at  December  31,  1995,  1994 and 1993 was  $920,  $744 and  $788,
respectively.


<PAGE>


Item 8.       Financial Statements and Supplementary Data.

                       WESTFORD TECHNOLOGY VENTURES, L.P.
                                      INDEX

Report of Independent Certified Public Accountants - BDO Seidman, LLP
Independent Auditors' Report - Deloitte & Touche LLP

Balance Sheets as of December 31, 1995 and 1994

Schedule of Portfolio  Investments as of December 31, 1995 Schedule of Portfolio
Investments as of December 31, 1994

Statements of Operations for the years ended December 31, 1995, 1994 and 1993

Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993

Statements  of Changes in  Partners'  Capital for the years ended  December  31,
1993, 1994 and 1995

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




Westford Technology Ventures, L.P.


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, 1995 and 1994, and the related statements of operations, cash flows
and  changes in  partners'  capital for the years then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned at  December  31,  1995  and 1994  with the
custodian.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Westford Technology  Ventures,
L.P. at December 31, 1995 and 1994,  and the results of its  operations  and its
cash  flows for the years  then  ended in  conformity  with  generally  accepted
accounting principles.

As explained in Note 2, the financial  statements include  investments valued at
$9,324,704  and  $6,725,325  at  December  31,  1995  and  1994,   respectively,
representing 87% and 80% 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  of  value  of  such
investments   and  have   inspected   underlying   documentation   and,  in  the
circumstances,  we believe the procedures  are reasonable and the  documentation
appropriate.  However,  because of the inherent uncertainty of valuation,  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


New York, New York
March 8, 1996


<PAGE>


INDEPENDENT AUDITORS' REPORT




Westford Technology Ventures, L.P.


We have  audited  the  statements  of  operations,  cash  flows,  and changes in
partners' capital of Westford Technology Ventures,  L.P. (the "Partnership") for
the  year  ended  December  31,  1993.   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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1993 by correspondence with the
custodian;  where  confirmation  was not  possible,  we  performed  other  audit
procedures.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the results of  operations,  cash flows and the changes in  partners'
capital of Westford  Technology  Ventures,  L.P. for the year ended December 31,
1993 in conformity with generally accepted accounting principles.

The  1993  financial   statements   include  securities  valued  at  $5,682,293,
representing  64% of net assets,  whose  values were  estimated  by the Managing
General  Partner in the  absence  of readily  ascertainable  market  values.  We
reviewed the procedures used by the Managing  General Partner in arriving at its
estimate of value of such securities and we inspected underlying  documentation,
and, in the  circumstances,  we believe the procedures  were  reasonable and the
documentation  appropriate.  However,  because of the  inherent  uncertainty  of
valuation,  those  estimated  values may have  differed  significantly  from the
values that would have been used had a ready market for the securities  existed,
and the differences could have been material.


Deloitte & Touche LLP


New York, New York
February 22, 1994


<PAGE>


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


<TABLE>
                                                                                                 1995                1994
                                                                                            ---------------     ---------

ASSETS

Investments - Note 2
   Portfolio investments, at fair value (cost $7,615,357 at
<S>           <C> <C>      <C>                    <C> <C>                                   <C>                 <C>            
     December 31, 1995 and $7,681,237 at December 31, 1994)                                 $    10,063,211     $     7,454,603
   Short-term investments, at amortized cost - Note 6                                               349,553             497,769
Cash and cash equivalents                                                                           206,504             281,341
Receivable from securities sold (net of unamortized discount of
   $96,957 at December 31, 1995 and $101,530 at December 31, 1994)                                  195,724             225,760
Accrued interest receivable                                                                           1,546              11,343
                                                                                            ---------------     ---------------

TOTAL ASSETS                                                                                $    10,816,538     $     8,470,816
                                                                                            ===============     ===============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                            $        31,259     $        28,143
Due to Independent General Partners - Note 5                                                         10,500              10,500
                                                                                            ---------------     ---------------
   Total Liabilities                                                                                 41,759              38,643
                                                                                            ---------------     ---------------

Partners' Capital:
Managing General Partner                                                                             82,416              85,701
Individual General Partners                                                                           2,893               3,010
Limited Partners (11,217 Units)                                                                   8,241,616           8,570,096
Unallocated net unrealized appreciation (depreciation) of
   investments - Note 2                                                                           2,447,854            (226,634)
                                                                                            ---------------     ---------------
   Total Partners' Capital                                                                       10,774,779           8,432,173
                                                                                            ---------------     ---------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $    10,816,538     $     8,470,816
                                                                                            ===============     ===============
</TABLE>


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1995


<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value

Cincinnati Bell Inc.(A)(B)
<C>                                                                           <C>             <C>               <C>            
21,673 shares of Common Stock                                            Nov. 1989            $     425,199     $       738,507
-------------------------------------------------------------------------------------------------------------------------------
Cybernetics Systems International Corp.*(C)
100,000 shares of Common Stock                                           Mar. 1990                  224,970             581,872
4,520 shares of Preferred Stock                                                                   1,126,821           2,604,708
Warrants to purchase 78,295 shares of Common Stock
   at $.52 per share, expiring between 12/31/98 and 3/23/00                                             375             438,469
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock                                         Oct. 1989                1,243,686             671,254
Demand Promissory Notes at 1% plus prime                                                             70,000              70,000
Warrants to purchase 206,003 shares of Common Stock at
   $0.01 per share, expiring between 12/31/97 and 6/30/98                                            74,603             100,941
-------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
742,304 shares of Preferred Stock                                        June 1989                3,511,351           2,969,216
274,862 shares of Common Stock                                                                      142,681           1,099,448
Warrants to purchase 361,894 shares of Common Stock
   at $.50 per share, expiring between 12/31/97 and 2/1/00                                                0                   0
Warrants to purchase 50,000 shares of Common Stock at
   $5 per share, expiring 12/2/99 and 2/1/00                                                              0                   0
Options to purchase 5,000 shares of Common Stock at
   $4 per share, expiring 4/26/96                                                                     6,875                   0
-------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.(D)
788,796 shares of Preferred Stock                                        Oct. 1992                  788,796             788,796
-------------------------------------------------------------------------------------------------------------------------------

TOTALS(E)                                                                                     $   7,615,357     $    10,063,211
                                                                                              =================================
</TABLE>

(A) Public company
(B)  In February 1995, the  Partnership  sold 20,000 common shares of Cincinnati
     Bell Inc. for $388,787,  realizing a loss of $3,589.  
(C)  On March 1, 1996, EIS International,  Inc., a public company, completed its
     merger with  Cybernetics  Systems  International,  Inc. In exchange for its
     Cybernetics  holdings,  the  Partnership  will  receive  $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 are
     being  held in escrow,  the  release of which is  contingent  upon  certain
     events.
(D) In December 1995, the Partnership exchanged its $190,767 promissory note due
    from Thunderbird  Technologies,  Inc. along with $16,496 of accrued interest
    into 207,263 shares of preferred stock of the company.
(E)  On December 31, 1995, the  Partnership  wrote-off its investment in Picture
     Productions,  L.P.,  realizing  a  loss  of  $10,000.  * May be  deemed  an
     affiliated  person of the Partnership as defined in the Investment  Company
     Act of 1940.
See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1994


<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value

Cincinnati Bell Inc.(A)
<C>                                                                           <C>            <C>                <C>            
41,673 shares of Common Stock                                            Nov. 1989           $      817,575     $       729,278
-------------------------------------------------------------------------------------------------------------------------------
Cybernetics Systems International Corp.*
100,000 shares of Common Stock                                           Mar. 1990                  224,970             224,970
4,520 shares of Preferred Stock                                                                   1,126,821           1,126,821
Warrants to purchase 78,295 shares of Common Stock
   at $.52 per share, expiring between 12/31/98 and 3/23/00                                             375                 375
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock                                         Oct. 1989                1,243,686             671,254
Warrants to purchase 206,003 shares of Common Stock at
   $0.01 per share, expiring between 12/31/97 and 6/30/98                                            74,603             100,941
-------------------------------------------------------------------------------------------------------------------------------
Picture Productions, L.P.
1% Limited Partnership Interest                                          Dec. 1991                   10,000              10,000
-------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
679,804 shares of Preferred Stock                                        June 1989                3,261,351           2,719,216
274,862 shares of Common Stock                                                                      142,681           1,099,448
Warrants to purchase 336,894 shares of Common Stock
   at $.50 per share, expiring between 12/31/97 and 12/2/99                                               0                   0
Warrants to purchase 25,000 shares of Common Stock at
   $5 per share, expiring 12/2/99                                                                         0                   0
Options to purchase 5,000 shares of Common Stock at
   $4 per share, expiring 4/26/96                                                                     6,875                   0
-------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
581,533 shares of Preferred Stock                                        Oct. 1992                  581,533             581,533
Convertible Promissory Note at prime                                                                190,767             190,767
-------------------------------------------------------------------------------------------------------------------------------

TOTALS                                                                                       $    7,681,237     $     7,454,603
                                                                                             ==================================
</TABLE>


(A) Public company

* May be deemed  an  affiliated  person of the  Partnership  as  defined  in 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>
                                                                                 1995              1994               1993
                                                                           --------------      -------------      --------

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                        <C>                 <C>                <C>          
   Interest from short-term investments                                    $       36,711      $      53,353      $      89,186
   Interest and dividend income from portfolio investments                         32,112             41,290             86,076
                                                                           --------------      -------------      -------------
   Total investment income                                                         68,823             94,643            175,262
                                                                           --------------      -------------      -------------

   Expenses:

   Management fee - Note 4                                                        224,013            225,976            233,700
   Professional fees                                                               97,948            107,406             86,226
   Independent General Partners' fees - Note 5                                     42,000             42,000             42,000
   Mailing and printing                                                            22,155             13,181             20,587
   Amortization of deferred organizational costs - Note 2                               -                  -             61,395
   Miscellaneous                                                                    1,000              1,000                  -
                                                                           --------------      -------------      -------------
   Total expenses                                                                 387,116            389,563            443,908
                                                                           --------------      -------------      -------------

NET INVESTMENT LOSS                                                              (318,293)          (294,920)          (268,646)

Net realized loss from portfolio investments                                      (13,589)          (384,213)                 -
                                                                           --------------      -------------      -------------

NET REALIZED LOSS FROM OPERATIONS
   (allocable to Partners) - Note 3                                              (331,882)          (679,133)          (268,646)

Net change in unrealized appreciation (depreciation)
   of investments                                                               2,674,488            179,578             95,244
                                                                           --------------      -------------      -------------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                                               $    2,342,606      $    (499,555)     $    (173,402)
                                                                           ==============      =============      ============= 
</TABLE>


See notes to financial statements.



<PAGE>


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


<TABLE>
                                                                                 1995             1994                1993
                                                                            -------------     --------------    ----------

CASH FLOWS USED FOR OPERATING ACTIVITIES
<S>                                                                         <C>               <C>               <C>             
Net investment loss                                                         $    (318,293)    $     (294,920)   $      (268,646)

Adjustments  to  reconcile  net  investment  loss to  cash  used  for  operating
   activities:

Amortization of deferred organizational costs                                           -                  -             61,395
(Increase) decrease in accrued interest on short-term
   investments                                                                     (1,147)             6,015              8,910
Decrease in accrued interest and other receivables                                  9,227             26,977             57,579
Increase (decrease) in payables                                                     3,116            (10,826)            11,221
                                                                            -------------     --------------    ---------------
Cash used for operating activities                                               (307,097)          (272,754)          (129,541)
                                                                            -------------     --------------    ---------------

CASH PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES

Net return from short-term investments                                            149,363          1,243,877          1,934,686
Cost of portfolio investments purchased                                          (336,496)        (1,463,907)        (1,142,939)
Proceeds from the sale of portfolio investments                                   419,393             29,735                  -
                                                                            -------------     --------------    ---------------
Cash provided from (used for) investing activities                                232,260           (190,295)           791,747
                                                                            -------------     --------------    ---------------

Increase (decrease) in cash and cash equivalents                                  (74,837)          (463,049)           662,206
Cash and cash equivalents at beginning of period                                  281,341            744,390             82,184
                                                                            -------------     --------------    ---------------

CASH AND CASH EQUIVALENTS AT END
   OF PERIOD                                                                $     206,504     $      281,341    $       744,390
                                                                            =============     ==============    ===============
</TABLE>


See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1993, 1994 and 1995


<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 at December 31, 1992              $    95,082       $   3,345     $    9,508,159     $     (501,456)   $      9,105,130

Net investment loss - Note 3                   (2,659)            (95)          (265,892)                 -            (268,646)

Net change in unrealized
depreciation of investments                         -               -                  -             95,244              95,244
                                          -----------       ---------     --------------     --------------    ----------------

Balance at December 31, 1993                   92,423           3,250          9,242,267(A)        (406,212)          8,931,728

Net investment loss - Note 3                   (2,919)           (104)          (291,897)                 -            (294,920)

Net realized loss from portfolio
investments - Note 3                           (3,803)           (136)          (380,274)                 -            (384,213)

Net change in unrealized
depreciation of investments                         -               -                  -            179,578             179,578
                                          -----------       ---------     --------------     --------------    ----------------

Balance at December 31, 1994                   85,701           3,010          8,570,096(A)        (226,634)          8,432,173

Net investment loss - Note 3                   (3,151)           (112)          (315,030)                 -            (318,293)

Net realized loss from
portfolio investments - Note 3                   (134)             (5)           (13,450)                 -             (13,589)

Net change in unrealized
appreciation of investments                         -               -                  -          2,674,488           2,674,488
                                          -----------       ---------     --------------     --------------    ----------------

Balance at December 31, 1995              $    82,416       $   2,893     $    8,241,616(A)  $    2,447,854    $     10,774,779
                                          ===========       =========     ==============     ==============    ================
</TABLE>

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed  allocation  of  net  unrealized  appreciation   (depreciation)  of
     investments,  was $920,  $744 and $788 at December 31, 1995, 1994 and 1993,
     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  will  terminate  on December 31, 1998,
subject to the right of the Individual  General  Partners to extend the term for
up to two additional two-year periods.

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 average  closing  public market price for the last
five trading days 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.



<PAGE>


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


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.

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 appreciation of $2.4
million at  December  31,  1995,  which was  recorded  for  financial  statement
purposes, was not recognized for tax purposes.  Additionally,  from inception to
December 31,  1995,  timing  differences  relating to realized  losses  totaling
$390,000  have been  deducted  on the  Partnership's  financial  statements  and
syndication  costs  relating to the selling of Units  totaling $1.2 million were
charged to partners' capital on the financial statements. These amounts have not
been deducted or charged against partners' capital for tax purposes.

Statements of Cash Flows - The  Partnership  considers cash held in its interest
bearing cash account to be cash equivalents.

Organizational  Costs -  Organizational  costs of $331,596 were amortized over a
sixty-month period which commenced on December 1, -1988.

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.

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.


<PAGE>


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


6.     Short-Term Investments

At December 31, 1995 and 1994,  the  Partnership  had  investments in commercial
paper as detailed below.

<TABLE>
                                                             Maturity         Purchase           Amortized
Issuer                                           Yield         Date             Price              Cost            Face Amount
December 31, 1995:
<S>                                             <C>             <C> <C>    <C>                 <C>                 <C>         
General Electric Capital Corporation            5.74%           1/8/96     $    348,158        $    349,553        $    350,000
                                                                           ------------        ------------        ------------

December 31, 1994:
Ford Motor Credit Corporation                   5.95%          1/27/95     $    497,521        $    497,769        $    500,000
                                                                           ------------        ------------        ------------
</TABLE>

7.     Classification of Portfolio Investments

As of December 31, 1995,  the  Partnership's  investments  were  categorized  as
follows:

<TABLE>
Type of Investments                                        Cost                   Fair Value               % of Net Assets*
-------------------                                   ---------------           ---------------            ----------------
<S>                                                   <C>                       <C>                           <C>   
Preferred Stock                                       $     5,426,968           $     6,362,720               59.05%
Common Stock                                                2,118,389                 3,630,491               33.69%
Debt Securities                                                70,000                    70,000              .65%
                                                      ---------------           ---------------          --------

Total                                                 $     7,615,357           $    10,063,211               93.39%
                                                      ===============           ===============               ======

Country/Geographic Region
Midwestern U.S.                                       $     5,474,395           $     5,649,366               52.43%
Eastern U.S.                                                2,140,962                 4,413,845               40.96%
                                                      ---------------           ---------------               ------

Total                                                 $     7,615,357           $    10,063,211               93.39%
                                                      ===============           ===============               ======

Industry
Wireless Communications                               $     3,660,907           $     4,068,664               37.76%
Computer Software                                           1,352,166                 3,625,049               33.64%
Vending Equipment                                           1,388,289                   842,195                7.82%
Semiconductors                                                788,796                   788,796                7.32%
Utilities                                                     425,199                   738,507                6.85%
                                                      ---------------           ---------------              -------

Total                                                 $     7,615,357           $    10,063,211               93.39%
                                                      ===============           ===============               ======
</TABLE>

* Percentage of net assets is based on fair value.



<PAGE>


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


8.     Subsequent Events

On March 1,  1996,  Cybernetics  Systems  International,  Inc.  merged  with EIS
International, Inc., a public company. In exchange for its Cybernetics holdings,
the  Partnership  will receive  $460,245 in cash,  206,267  shares of 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 are being held in escrow,  the release of which is  contingent
upon certain events.  At December 31, 1995, the fair value of the  Partnership's
investment in Cybernetics  reflects the value of the merger consideration less a
discount for sales restrictions and other contingencies.



<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.  At March 18, 1996, the directors and executive officers of
the Management Company are:

<TABLE>
<S>                                                <C>                                           <C> 
Name and Age  Position Held                        Date Elected as a Director

Jeffrey T. Hamilton (58)                           President, Secretary &                        September 3, 1987
                                                   Chairman of the Board of Directors

Louise M. Hamilton (55)                            Director                                      August 23, 1991

Susan J. Trammell (41)                             Treasurer, Director                           February 27, 1991
</TABLE>

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.



<PAGE>


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 18, 1996, 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  thirteen  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  Independent  Auditors'  Report -  Deloitte  &
                    Touche LLP

                  Balance Sheets as of December 31, 1995 and 1994

                  Schedule of  Portfolio  Investments  as of  December  31, 1995
                  Schedule of Portfolio Investments as of December 31, 1994

                    Statements  of Operations  for the years ended  December 31,
                    1995, 1994 and 1993

                    Statements  of Cash Flows for the years ended  December  31,
                    1995, 1994 and 1993

                    Statements  of Changes in  Partners'  Capital  for the years
                    ended December 31, 1993, 1994 and 1995

                  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 18th day of March
1996.


         WESTFORD TECHNOLOGY VENTURES, L.P.


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


By:      Hamilton Capital Management Inc.
         its general partner


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