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, 1997

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:  (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 16, 1998, 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 1998 Annual Meeting
of the  Limited  Partners  of the  Registrant,  to be held on June 26, 1998 (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,
1997.






<PAGE>


                                     PART I
Item 1.       Business.

Formation

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

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

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

The  Partnership 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 extension is in the best
interest  of the  Partnership.  The  Partnership  will  terminate  no later than
December 31, 2002.

The Venture Capital Investments

From its inception to December 31, 1997, the Partnership  made cash  investments
totaling $11.1 million,  in eight  portfolio  investments.  The  Partnership has
fully  invested  its  original  net  proceeds  and  will  not  make   additional
investments  in new portfolio  companies.  However,  the  Partnership  will make
additional follow-on  investments in existing portfolio companies when required.
At December 31, 1997, the Partnership  had active  investments in four portfolio
companies with an aggregate cost basis of $10.5 million and a fair value of $6.4
million.  As of  December  31,  1997,  the  Partnership  had fully or  partially
liquidated  investments  with an  aggregate  cost basis of $3.8  million.  These
liquidated  investments  returned  $5.6 million,  resulting in a cumulative  net
realized gain of $1.8 million. Additionally,  from its inception to December 31,
1997, the  Partnership  had earned $584,000 of interest and dividend income from
its portfolio investments. As a result, from its inception to December 31, 1997,
the Partnership had a cumulative return from its venture capital  investments of
$2.4 million.

During  1997,  the  Partnership  completed  follow-on  investments  in  Spectrix
Corporation totaling $600,000. There were no portfolio liquidations during 1997.
The venture capital  investments made during 1997 and other events affecting the
Partnership's portfolio investments are listed below.

      During 1997, the Partnership  completed follow-on  investments in Spectrix
     Corporation  totaling  $600,000,  acquiring  a series of demand  promissory
     notes. In March 1997, the expiration date of the  Partnership's  warrant to
     purchase  50,000  shares of  Spectrix  common  stock at $4.00 per share was
     extended to 4/30/03  and,  in December  1997,  the  expiration  date of the
     Partnership's  warrant to purchase an additional  260,000  common shares at
     $.50 per share was extended to 12/31/99.

      In June  1997,  the  Partnership  received  16,682  common  shares  of EIS
     International,  Inc.,  which were  previously  held in escrow in connection
     with the 1996 merger of EIS and Cybernetics Systems, Inc. Additionally,  in
     July 1997, the Partnership received a $1,320 cash payment, representing the
     final EIS escrow release.  As a result of the final escrow settlement,  the
     Partnership realized a loss of $31,665 during 1997.

      In December 1997, the Partnership  exercised  warrants for the purchase of
     138,000 shares of Inn-Room Systems, Inc. common stock. The cost to exercise
     such  warrants,  totaling  $1,380,  was paid  through the  reduction of the
     principal balance of the demand promissory note, due from the company, from
     $105,000 to $103,620.  The maturity date of the demand  promissory note was
     extended to 12/31/98.

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.

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  pursuant  to the  Partnership  Agreement  and also may be
affected by restrictions on resale imposed by the laws of certain states.

The  approximate  number of holders of Units as of March 16, 1998 is 1,812.  The
Managing  General  Partner  and the  four  Individual  General  Partners  of the
Partnership  also hold interests in the  Partnership.  Information  contained in
Item 12 of this report  "Security  Ownership  of Certain  Beneficial  Owners and
Management" is incorporated herein by reference.

The  Partnership  did not  make  any  cash  distributions  to its  Partners  in 
1997,  1996 or 1995  and has not  made  any cash
distributions to Partners since the inception of the Partnership.


<PAGE>


Item 6.       Selected Financial Data.

($ In Thousands, Except For Per Unit Information)

<TABLE>
                                                                           Years Ended December 31,

                                                             1997          1996            1995           1994          1993
                                                          ---------      ---------      ---------       --------     -------

<S>                                                       <C>            <C>            <C>             <C>          <C>       
Total assets                                              $  6,655       $   9,077      $  10,817       $  8,471     $    8,981

Net assets                                                   6,578           9,013         10,775          8,432          8,932

Cost of portfolio investments                                  600           1,033            336          1,464          1,143

Cumulative cost of portfolio investments                    11,119          10,519          9,487          9,151          7,687

Net unrealized (depreciation) appreciation
of portfolio investments                                    (4,162)         (1,980)         2,448           (227)          (406)

Net investment loss                                           (222)           (257)          (318)          (295)          (269)

Net realized (loss) gain on investments                        (32)          2,923            (14)          (384)             -

Change in unrealized depreciation or
appreciation of investments                                 (2,181)         (4,428)         2,674            180             95

(Decrease) increase in net assets
resulting from operations                                   (2,435)         (1,762)         2,343           (500)          (173)


PER UNIT OF LIMITED
PARTNERSHIP INTEREST

Net asset value, including net unrealized
appreciation or depreciation of investments                $   580        $    790       $    920        $   744       $    788

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

Net realized (loss) gain on investments                         (2)            219             (1)           (34)             -

Change in unrealized depreciation or
appreciation of investments                                   (186)           (325)           205             16              9
</TABLE>


<PAGE>


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

Liquidity and Capital Resources

As of December 31, 1997, the Partnership had $16,000 in an interest-bearing cash
account. During 1997, the Partnership held short-term securities with maturities
typically ranging from 30 days to 90 days.  Interest earned from such short-term
securities and interest-bearing  cash balances was $12,000,  $56,000 and $37,000
for the years ended  December 31, 1997,  1996 and 1995,  respectively.  Interest
earned  from cash  balances  and  short-term  investments  in future  periods is
subject  to  fluctuations  in  short-term  interest  rates and  changes  in cash
balances and amounts available for investment in short-term securities.

The Partnership  has fully invested the net proceeds  received from the offering
of Units and will not make  additional  investments in new portfolio  companies.
However, the Partnership will make additional follow-on  investments in existing
portfolio  companies  when  required.  As  discussed  below,  during  1997,  the
Partnership  completed  follow-on  investments  totaling  $600,000  in  Spectrix
Corporation.

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

Results of Operations

For the year ended  December 31, 1997, the  Partnership  had a net realized loss
from operations of $254,000. For the years ended December 31, 1996 and 1995, the
Partnership  had a net realized  gain from  operations of $2.7 million and a net
realized loss from  operations of $332,000,  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  - For the year  ended
December 31, 1997,  the  Partnership  had a net realized loss from its portfolio
investments of $32,000,  relating to the final escrow payment  received,  during
1997,  in  connection  with the 1996  merger  of EIS  International,  Inc.  with
Cybernetics  Systems,  Inc. In June 1997, the Partnership received 16,682 common
shares  of EIS,  representing  100% of the  shares  previously  held in  escrow.
However,  in  connection  with a settlement  agreement  among EIS and the former
Cybernetics shareholders,  the Partnership received $1,320,  representing only a
portion of the $32,985 cash balance previously held in escrow,  realizing a loss
of $31,665 for 1997.

For the year ended  December 31, 1996, the  Partnership  had a net realized gain
from its portfolio  investments of $2.9 million.  In May 1996,  the  Partnership
sold its remaining  21,673 shares of  Cincinnati  Bell Inc.  common stock in the
public market for $1.1 million, realizing a gain of $657,100. In March 1996, EIS
International,  Inc., a public  company,  completed its merger with  Cybernetics
Systems  International,  Inc. In  connection  with the merger,  the  Partnership
exchanged  its  Cybernetics  holdings  for $460,245 in cash,  206,267  shares of
restricted EIS common stock and warrants to purchase 29,015 shares of EIS common
stock at $1.41 per share. Of the total merger consideration, $32,985 of cash and
16,682  shares of EIS common  stock were placed in escrow,  the release of which
was  contingent  upon  certain  events.  Claims  set forth by EIS  International
subsequent to the merger were resolved through arbitration,  resulting in a loss
to the Partnership in 1997, as discussed  above.  The  Partnership  recognized a
$2.2 million realized gain in 1996 in connection with the merger.

For the year ended  December 31, 1995, the  Partnership  had a net realized loss
from its portfolio  investments of $14,000.  During 1995, the  Partnership  sold
20,000  shares of  Cincinnati  Bell Inc.  in the  public  market  for  $389,000,
realizing a loss of $4,000 and wrote-off  the  remaining  cost of its 1% limited
partnership interest in Picture Productions,  L.P., resulting in a realized loss
of $10,000.

Investment  Income  and  Expenses  - Net  investment  loss for the  years  ended
December  31,  1997,  1996  and  1995  was  $222,000,  $257,000,  and  $318,000,
respectively.  The $35,000  decrease in net investment loss for 1997 compared to
1996  includes  a  $38,000  increase  in  investment  income  offset by a $3,000
increase in operating  expenses.  The increase in  investment  income  primarily
resulted from an $82,000 increase in interest income from portfolio  investments
partially offset by a $44,000 decrease in interest from short-term  investments.
The  increase  in  interest  income from  portfolio  investments  relates to the
additional interest bearing promissory notes due from Spectrix  Corporation held
by the  Partnership  during 1997 compared to 1996. The decrease in interest from
short-term investments for 1997 compared to 1996 primarily is due to a reduction
of funds  available for  investment in such  securities  during 1997. The $3,000
increase in operating  expenses for 1997 as compared to 1996 includes an $18,000
increase in professional  fees, offset by a $15,000 reduction in other operating
costs.

The $62,000 decrease in net investment loss for 1996 compared to 1995 includes a
$41,000  increase  in  investment  income and a $21,000  decrease  in  operating
expenses.  The  increase in  investment  income  includes a $20,000  increase in
interest earned from short-term  investments and a $21,000  increase in interest
and dividend  income from portfolio  investments.  The increase in interest from
short-term  investments  was due to an increase in funds  available to invest in
such securities for 1996 compared to 1995. The increase in interest and dividend
income from portfolio  investments for 1996 compared to 1995 primarily  resulted
from an increase in interest  bearing  securities  of Spectrix  Corporation  and
Inn-Room Systems, Inc. held by the Partnership during 1996.

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 was $224,000
for each of the years ended  December  31,  1997,  1996 and 1995.  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   Depreciation  or
Appreciation  of Portfolio  Investments - For the year ended  December 31, 1997,
the Partnership had a $2.2 million net unrealized loss, primarily resulting from
the net  downward  revaluation  of its  investment  in Spectrix  Corporation  in
September  1997.  Accordingly,  net  unrealized  depreciation  increased by $2.2
million for 1997.

For the year ended  December 31, 1996,  the  Partnership  had a $1.6 million net
unrealized  loss  primarily  resulting  from  the  downward  revaluation  of its
investment in EIS International,  Inc. Additionally during 1996, $2.8 million of
net  unrealized  gain was  transferred  to realized gain relating to investments
sold during 1996,  as discussed  above.  The $1.6  million net  unrealized  loss
combined with the $2.8 million  transfer from  unrealized  gain to realized gain
resulted  in  a  $4.4  million  increase  in  net  unrealized   depreciation  of
investments for 1996.

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.

Net Assets - Changes in net assets  resulting  from  operations are comprised of
(1) net realized gain or loss from  operations and (2) changes in net unrealized
appreciation  or  depreciation  of  portfolio  investments.  For the years ended
December  31, 1997 and 1996,  the  Partnership  had a net decrease in net assets
from  operations  of $2.4 million and $1.8 million,  respectively.  For the year
ended December 31, 1995, the  Partnership  had a net increase in net assets from
operations of $2.3 million.

At December 31, 1997, the Partnership's net assets were $6.6 million,  down $2.4
million from $9.0 million at December  31, 1996.  The $2.4 million  decrease was
comprised of the $2.2 million increase in unrealized depreciation of investments
and the $254,000 net realized loss from operations for 1997.

At December 31, 1996, the Partnership's net assets were $9.0 million,  down $1.8
million from $10.8 million at December 31, 1995.  The $1.8 million  decrease was
comprised of the $2.6 million net realized  gain from  operations  offset by the
$4.4 million increase in unrealized depreciation of investments for 1996.

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.

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,  1997,  1996 and 1995 was $580,  $790,  and $920,
respectively.


<PAGE>


Item 8.       Financial Statements and Supplementary Data.


                       WESTFORD TECHNOLOGY VENTURES, L.P.
                                      INDEX

Report of Independent Certified Public Accountants - BDO Seidman, LLP

Balance Sheets as of December 31, 1997 and 1996

Schedule of Portfolio Investments as of December 31, 1997

Schedule of Portfolio Investments as of December 31, 1996

Statements of Operations for the years ended December 31, 1997, 1996 and 1995

Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995

Statements of Changes in Partners' Capital for the years ended December 31, 
1995, 1996 and 1997

Notes to Financial Statements

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



<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



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

We have audited the accompanying balance sheets of Westford Technology Ventures,
L.P. (the "Partnership"), including the schedule of portfolio investments, as of
December 31, 1997 and 1996, 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, 1997. These financial  statements are the  responsibility  of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Westford Technology  Ventures,
L.P. at December 31, 1997 and 1996,  and the results of its  operations  and its
cash flows for each of the three years in the period ended  December 31, 1997 in
conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements include  investments valued at
$6,366,864  and  $7,948,265,  at  December  31,  1997  and  1996,  respectively,
representing 97% and 88% of partners' capital,  respectively,  whose values have
been  estimated  by the  managing  general  partner  in the  absence  of readily
ascertainable  market  values.  We  have  reviewed  the  procedures  used by the
managing  general  partner  in  arriving  at its  estimates  or  value  of  such
investments   and  have   inspected   underlying   documentation   and,  in  the
circumstances,  we believe the procedures  are reasonable and the  documentation
appropriate.  However,  those estimated values may differ significantly from the
values that would have been used had a ready market for the investments existed,
and the differences could be material.


BDO Seidman, LLP


New York, New York
February 27, 1998


<PAGE>


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


<TABLE>
                                                                                                 1997                1996
                                                                                            ---------------   -----------

ASSETS

Portfolio investments, at fair value (cost $10,528,421 at
<S>         <C> <C>      <C>                    <C> <C>                                     <C>                <C>             
   December 31, 1997 and $9,928,421 at December 31, 1996)                                   $     6,366,864    $      7,948,265
Cash and cash equivalents                                                                            16,061             900,186
Cash held in escrow                                                                                       -              32,985
Receivable from securities sold (net of unamortized discount of
   $66,322 at December 31, 1997 and $85,029 at December 31, 1996)                                   122,180             160,642
Accrued interest receivable                                                                         150,000              34,854
                                                                                            ---------------    ----------------

TOTAL ASSETS                                                                                $     6,655,105    $      9,076,932
                                                                                            ===============    ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                            $        44,355    $         53,337
Due to Management Company                                                                            22,134                   -
Due to Independent General Partners                                                                  10,500              10,500
                                                                                            ---------------    ----------------
   Total Liabilities                                                                                 76,989              63,837
                                                                                            ---------------    ----------------

Partners' Capital:
Managing General Partner                                                                            577,197             559,134
Individual General Partners                                                                           3,577               3,674
Limited Partners (11,217 Units)                                                                  10,158,899          10,430,443
Unallocated net unrealized depreciation of investments                                           (4,161,557)         (1,980,156)
                                                                                            ---------------    ----------------
   Total Partners' Capital                                                                        6,578,116           9,013,095
                                                                                            ---------------    ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $     6,655,105    $      9,076,932
</TABLE>


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1997

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

TOTALS                                                                                       $   10,528,421       $   6,366,864
</TABLE>



 (A) Public company.

(B) In  June  1997,  the  Partnership  received  16,682  common  shares  of  EIS
    International, Inc., which were previously held in escrow in connection with
    the 1996 merger of EIS and Cybernetics Systems, Inc.  Additionally,  in July
    1997, the Partnership received a $1,320 cash payment, representing the final
    EIS  escrow  release.  As a  result  of the  final  escrow  settlement,  the
    Partnership realized a loss of $31,665 during 1997.

(C) In December 1997,  the  Partnership  exercised  warrants for the purchase of
    138,000 shares of Inn-Room Systems,  Inc. common stock. The cost to exercise
    such  warrants,  totaling  $1,380,  was paid  through the  reduction  of the
    principal balance of the demand promissory note, due from the company,  from
    $105,000 to $103,620.  The maturity date of the demand  promissory  note was
    extended to 12/31/98.

(D) During the year, the Partnership completed follow-on investments in Spectrix
    Corporation  totaling  $600,000,  acquiring  a series of  promissory  demand
    notes.  In March 1997, the expiration date of the  Partnership's  warrant to
    purchase  50,000  shares  of  Spectrix  common  stock at $4.00 per share was
    extended to 4/30/03  and,  in  December  1997,  the  expiration  date of the
    Partnership's  warrant to purchase an  additional  260,000  common shares at
    $.50 per share was extended to 12/31/99.

* 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, 1996


<TABLE>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
EIS International, Inc.
<S><C>                                                                           <C>             <C>                 <C>          
189,585 shares of Common Stock                                           Mar. 1990            $   2,505,841       $   1,308,137
16,682 shares of Common Stock, held in escrow                                                       220,494             115,105
Warrants to purchase 29,015 shares of Common Stock
   at $1.41 per share, expiring between 12/31/98 and 3/23/00                                        438,469             209,439
                                                                                              -------------       -------------
                                                                                                  3,164,804           1,632,681
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc. *
1,342,491 shares of Common Stock                                         Oct. 1989                1,243,686             671,254
Demand Promissory Note at 1% plus prime due 12/31/97                                                105,000             105,000
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
                                                                                              -------------       -------------
                                                                                                  1,423,289             877,195
-------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*
742,304 shares of Preferred Stock                                        June 1989                3,511,351           2,041,335
274,862 shares of Common Stock                                                                      142,681             755,871
Demand Promissory Notes at 8%                                                                       897,500             897,500
Warrants to purchase 424,394 shares of Common Stock
   at $.50 per share, expiring between 12/31/97 and 4/30/03                                               0             954,887
Warrants to purchase 50,000 shares of Common Stock at
   $4.00 per share, expiring 12/2/99 and 2/1/00                                                           0                   0
                                                                                              -------------       -------------
                                                                                                  4,551,532           4,649,593
-------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
788,796 shares of Preferred Stock                                        Oct. 1992                  788,796             788,796
-------------------------------------------------------------------------------------------------------------------------------

TOTALS                                                                                        $   9,928,421       $   7,948,265
</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>
                                                                                1997              1996                1995
                                                                          ---------------     --------------      --------

INVESTMENT INCOME AND EXPENSES

   Income:

<S>                                                                       <C>                <C>                <C>            
   Interest from short-term investments                                   $        11,692    $        56,377    $        36,711
   Interest and dividend income from portfolio investments                        135,562             53,141             32,112
                                                                          ---------------    ---------------    ---------------
     Total investment income                                                      147,254            109,518             68,823
                                                                          ---------------    ---------------    ---------------

   Expenses:

   Management fee                                                                 223,586            223,784            224,013
   Professional fees                                                               80,330             61,746             87,604
   Independent General Partners' fees                                              42,000             42,000             42,000
   Mailing and printing                                                            18,962             30,250             22,155
   Miscellaneous                                                                    4,289              8,535             11,344
                                                                          ---------------    ---------------    ---------------
     Total expenses                                                               369,167            366,315            387,116
                                                                          ---------------    ---------------    ---------------

NET INVESTMENT LOSS                                                              (221,913)          (256,797)          (318,293)

Net realized (loss) gain from portfolio investments                               (31,665)         2,923,123            (13,589)
                                                                          ---------------    ---------------    ---------------

NET REALIZED (LOSS) GAIN FROM OPERATIONS                                         (253,578)         2,666,326           (331,882)

Change in unrealized depreciation or appreciation
of investments                                                                 (2,181,401)        (4,428,010)         2,674,488
                                                                          ---------------    ---------------    ---------------

NET (DECREASE) INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                                              $    (2,434,979)   $    (1,761,684)   $     2,342,606
                                                                          ===============    ===============    ===============
</TABLE>





See notes to financial statements.



<PAGE>


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


<TABLE>
                                                                                 1997             1996                1995
                                                                            -------------     --------------    ----------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                         <C>               <C>               <C>             
Net investment loss                                                         $    (221,913)    $     (256,797)   $      (318,293)

Adjustments  to  reconcile  net  investment  loss to  cash  used  for  operating
   activities:
Decrease (increase) in accrued interest on short-term
   investments                                                                          -              1,395             (1,147)
(Increase) decrease in accrued interest and other receivables                    (117,371)           (35,480)             9,227
Increase in payables                                                               13,152             22,078              3,116
                                                                            -------------     --------------    ---------------
Cash used for operating activities                                               (326,132)          (268,804)          (307,097)
                                                                            -------------     --------------    ---------------

CASH (USED FOR) PROVIDED FROM INVESTING
   ACTIVITIES

Net proceeds from sale or maturity of short-term investments                            -            348,158            149,363
Cost of portfolio investments purchased                                          (600,000)        (1,032,500)          (336,496)
Proceeds from the sale of portfolio investments                                    42,007          1,646,828            419,393
                                                                            -------------     --------------    ---------------
Cash (used for) provided from investing activities                               (557,993)           962,486            232,260
                                                                            -------------     --------------    ---------------

(Decrease) increase in cash and cash equivalents                                 (884,125)           693,682            (74,837)
Cash and cash equivalents at beginning of period                                  900,186            206,504            281,341
                                                                            -------------     --------------    ---------------

CASH AND CASH EQUIVALENTS AT END
   OF PERIOD                                                                $      16,061     $      900,186    $       206,504
                                                                            =============     ==============    ===============


Supplemental disclosure of non-cash investing and
   financing activities:
   Proceeds from sale of Cybernetics - EIS stock                                $       -     $    3,164,804             $    -
   Proceeds from sale of Cybernetics - cash held in escrow                      $       -     $       32,985             $    -
   Acquisition of 138,000 common shares of Inn-Room
   Systems, Inc. - through reduction of notes                                   $   1,380     $            -             $    -
</TABLE>


See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1995, 1996 and 1997

<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, 1994             $     85,701      $    3,010    $     8,570,096    $      (226,634)    $     8,432,173

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

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

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

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

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

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

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

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

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

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

Balance at December 31, 1997             $    577,197      $    3,577    $    10,158,899(A) $    (4,161,557)    $     6,578,116
                                         ============      ==========    ===============    ===============     ===============
</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     assumed  allocation  of  net  unrealized  appreciation   (depreciation)  of
     investments,  was $580,  $790 and $920 at December 31, 1997, 1996 and 1995,
     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 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.

2.     Significant Accounting Policies

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

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

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


<PAGE>


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



Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable to the Partners for inclusion in their  respective  income
tax returns.  The  Partnership's  net assets for  financial  reporting  purposes
differ from its net assets for tax  purposes.  Net  unrealized  depreciation  of
$4,161,557  at December 31, 1997,  which was  recorded for  financial  statement
purposes,  has not been recognized for tax purposes.  From inception to December
31, 1997, other timing differences  relating to net realized gains totaling $1.0
million have been recorded on the  Partnership's  financial  statements but have
not yet been recorded on the Partnership's tax return. Additionally, syndication
costs  relating to the selling of Units  totaling  $1.2  million were charged to
partners'  capital on the  financial  statements  but have not been  deducted or
charged against partners' capital for tax purposes.

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

3.     Allocation of Partnership Profits and Losses

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

4.     Related Party Transactions

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

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

5.     Independent General Partners' Fees

As  compensation  for services  rendered to the  Partnership,  each of the three
Independent General Partners receives $10,000 annually in quarterly installments
and $1,000 for each meeting of the Independent  General Partners attended,  plus
out-of-pocket expenses.


<PAGE>


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

6.     Classification of Portfolio Investments

As of December 31, 1997 and 1996, the Partnership's investments were categorized
as follows:
<TABLE>

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

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

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

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

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

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

As of December 31, 1996:                                                                         Percentage of
Type of Investments                                        Cost                   Fair Value                  Net Assets*
-------------------                                   ---------------           ---------------               -----------
Preferred Stock                                       $     4,300,147           $     2,830,131               31.40%
Common Stock                                                4,112,702                 2,850,367               31.63%
Common Stock Warrants                                         513,072                 1,265,267               14.04%
Debt Securities                                             1,002,500                 1,002,500               11.12%
                                                      ---------------           ---------------               ------

Total                                                 $     9,928,421           $     7,948,265               88.19%
                                                      ===============           ===============               ======

Country/Geographic Region
Midwestern U.S.                                       $     5,974,821           $     5,526,788               61.32%
Eastern U.S.                                                3,953,600                 2,421,477               26.87%
                                                      ---------------           ---------------               ------

Total                                                 $     9,928,421           $     7,948,265               88.19%
                                                      ===============           ===============               ======

Industry
Wireless Communications                               $     4,551,532           $     4,649,594               51.59%
Computer Software                                           3,164,804                 1,632,681               18.11%
Vending Equipment                                           1,423,289                   877,194                9.73%
Semiconductors                                                788,796                   788,796                8.76%
                                                      ---------------           ---------------              -------

Total                                                 $     9,928,421           $     7,948,265               88.19%
                                                      ===============           ===============               ======
</TABLE>

* Fair value as a percentage of net assets.


<PAGE>


Item 9.       Changes in and Disagreements with Accountants on Accounting and 
               Financial Disclosure.

None.

                                    PART III

Item 10.      Directors and Executive Officers of the Registrant.

The Partnership

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

The Management Company

     The Management  Company  performs,  or arranges for others to perform,  the
management  and  administrative  services  necessary  for the  operation  of the
Partnership pursuant to the Management Agreement between the Partnership and the
Management  Company.  At March 16, 1998, the directors and executive officers of
the Management Company are:

<TABLE>
Name and Age  Position Held                        Director Since

<S>                 <C>                                                                                    <C>    
Jeffrey T. Hamilton (60)                           President, Secretary and                      September 3, 1987
                                                   Chairman of the Board of 
                                                   Directors

Louise M. Hamilton (57)                            Director                                      August 23, 1991

Susan J. Trammell (43)                             Treasurer and 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 16, 1998, no person or group is known by the  Partnership  to be the
beneficial  owner of more than 5 percent of the Units.  Mr. Ames,  an Individual
General  Partner  of the  Partnership,  owns  10  Units  and Ms.  Trammell,  the
Treasurer and Director of the Management  Company,  owns 3 Units. The Individual
General  Partners and the directors and officers of the Management  Company as a
group own 13 Units or less than one percent of the total Units outstanding.

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

Item 13.      Certain Relationships and Related Transactions.

Not applicable.


<PAGE>


                                     PART IV

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

(a)           1.  Financial Statements

                  Report of Independent Certified Public Accountants - 
                  BDO Seidman, LLP

                  Balance Sheets as of December 31, 1997 and 1996

                  Schedule of Portfolio Investments as of December 31, 1997

                  Schedule of Portfolio Investments as of December 31, 1996

                  Statements of Operations for the years ended December 31, 
                  1997, 1996 and 1995

                  Statements of Cash Flows for the years ended December 31, 
                  1997, 1996 and 1995

                  Statements of Changes in Partners' Capital for the years ended
                   December 31, 1995, 1996 and 1997

                  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 27th day of March
1998.


         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>    <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.
</TABLE>