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, 1996

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 21, 1997, 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 1997 Annual Meeting
of the  Limited  Partners  of the  Registrant,  to be held on June 27, 1997 (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,
1996.






<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

From its inception to December 31, 1996, the Partnership  made cash  investments
totaling $10.5 million, in nine 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, 1996,
the  Partnership  had active  investments  in four  portfolio  companies with an
aggregate  cost basis of $9.9  million and a fair value of $7.9  million.  As of
December 31, 1996, the Partnership had fully or partially liquidated investments
with an  aggregate  cost basis of $3.7  million.  These  liquidated  investments
returned  $5.4  million,  resulting  in a cumulative  net realized  gain of $1.8
million.  From its  inception  to  December  31,  1996,  the  Partnership  had a
cumulative  net  realized  gain from its  venture  capital  investments  of $2.3
million,  including  $449,000 of cumulative  interest and dividend income earned
from  portfolio  investments.  During  the year ended  December  31,  1996,  the
Partnership invested $1 million in two existing portfolio companies. The venture
capital   investments   made  during  1996  and  other  events   affecting   the
Partnership's   portfolio   investments  are  listed  below.  During  1996,  the
Partnership  completed follow-on  investments in Spectrix  Corporation  totaling
$997,500,  acquiring  a series  of  promissory  demand  notes.  Spectrix  repaid
$100,000 of such notes to the  Partnership in 1996. In connection with an equity
financing  completed by Spectrix during 1996, the  Partnership  received a $1.00
reduction,  from  $5.00 to  $4.00,  in the  exercise  price of its  warrants  to
purchase 50,000 shares of the company's common stock. Additionally,  in December
1996,  the  Partnership's  option to purchase  5,000 shares of Spectrix  expired
unexercised, resulting in a realized loss of $6,875.

In January 1996, the  Partnership  completed a $35,000  follow-on  investment in
Inn-Room  Systems,  Inc.,  acquiring a 1% plus prime demand  promissory note due
12/31/96.  In January 1997, the Partnership's three $35,000 promissory notes due
from Inn Room  Systems were  converted  into a $105,000,  1% plus prime,  demand
promissory note due 12/31/97.

In March 1996, EIS International,  Inc., a public company,  completed its merger
with  Cybernetics  Systems  International,  Inc. In exchange for its Cybernetics
holdings,   the  Partnership  received  $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 and is currently in arbitration to resolve a
claim set forth by EIS International.

In May 1996, the Partnership  sold its remaining  21,673 common shares of
Cincinnati  Bell Inc. for $1,082,314,  realizing a gain of $657,115.

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 21, 1997 is 1,824.  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  1996,  1995 or 1994  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,

                                                             1996          1995            1994           1993          1992
                                                          ---------      ---------      ---------       --------     -------

<S>                                                       <C>            <C>            <C>             <C>          <C>
Net investment income (loss)                              $   (257)      $    (318)     $    (295)      $   (269)    $     (134)

Realized gain (loss) on investments                          2,923             (14)          (384)             -           (700)

Net change in unrealized appreciation or
depreciation of investments                                 (4,428)          2,674            180             95            (35)

Net increase (decrease) in net assets
resulting from operations                                   (1,762)          2,343           (500)          (173)          (869)

Net assets                                                   9,013          10,775          8,432          8,932          9,105

Net unrealized appreciation (depreciation)
of portfolio investments                                    (1,980)          2,448           (227)          (406)          (501)

Cost of portfolio investments purchased                      1,033             336          1,464          1,143          1,150

Cumulative cost of portfolio investments                    10,519           9,487          9,151          7,687          6,544

PER UNIT OF LIMITED
PARTNERSHIP INTEREST

Net asset value, including net unrealized
appreciation (depreciation) of investments                 $   790        $    920       $    744        $   788       $    803

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

Realized gain (loss) on investments                            219              (1)           (34)             -            (58)
</TABLE>



<PAGE>


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

Liquidity and Capital Resources

During  1996,  the  Partnership  held  short-term   securities  with  maturities
typically ranging from 30 days to 90 days. At December 31, 1996, the Partnership
had no  short-term  investments  but had  $900,000 in an  interest-bearing  cash
account.  The Partnership  earned $56,000,  $37,000 and $53,000 of interest from
its short-term securities and interest-bearing cash balances for the years ended
December 31, 1996, 1995 and 1994, 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  1996,  the  Partnership  invested $1 million in two  existing  portfolio
companies. From its inception to December 31, 1996, the Partnership had invested
$10.5 million,  in nine venture capital  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.

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 year ended  December 31, 1996, the  Partnership  had a net realized gain
from operations of $2.6 million. For the years ended December 31, 1995 and 1994,
the  Partnership  had a net  realized  loss  from  operations  of  $331,900  and
$679,100,  respectively.  Net realized gain or loss from operations is comprised
of (1)  net  realized  gain  or  loss  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, 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 is  contingent  upon  certain
events  and is  currently  in  arbitration  to  resolve a claim set forth by EIS
International.  The  Partnership  recognized  a $2.2  million  realized  gain in
connection with this transaction.

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,  along with other
former  owners of Eidetics,  sold its Eidetics  holdings 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, 1996, the Partnership  had received  additional  payments  totaling
$103,300 relating to the Eidetics buyout.

Investment  Income  and  Expenses  - Net  investment  loss for the  years  ended
December  31,  1996,  1995  and  1994  was  $256,800,   $318,300  and  $294,900,
respectively.  The $61,500  decrease in net investment loss for 1996 compared to
1995 includes a $40,700 increase in investment  income and a $20,800 decrease in
operating  expenses.  The  increase  in  investment  income  includes  a $19,700
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 in Spectrix
Corporation and Inn-Room Systems, Inc. during 1996.

The $23,400  increase in net investment loss for 1995 compared to 1994 primarily
resulted from a $16,600 decrease in interest earned from short-term  investments
and  a  $9,200   decrease  in  interest  and  dividend   income  from  portfolio
investments.  Operating expenses remained relatively flat from 1995 to 1994 with
a $9,500  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.

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, 1996,  1995 and 1994 was  $223,800,  $224,000 and  $226,000,
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, 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.

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  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.

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, 1996, the  Partnership  had a net decrease in net assets  resulting
from  operations  of $1.8  million.  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 year ended December 31, 1994 the Partnership had a net decrease
in net assets resulting from operations of $500,000.

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 $4.4 million increase in unrealized depreciation of investments
offset by the $2.6 million net realized gain from operations 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.

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.

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,  1996,  1995 and 1994 was  $790,  $920 and  $744,
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, 1996 and 1995

Schedule of Portfolio Investments as of December 31, 1996

Schedule of Portfolio Investments as of December 31, 1995

Statements of Operations for the years ended December 31, 1996, 1995 and 1994

Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994

Statements of Changes in Partners' Capital for the years ended December 31,
1994, 1995 and 1996

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, 1996 and 1995, 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, 1996. 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, 1996 and 1995,  and the results of its  operations  and its
cash flows for each of the three years in the period ended  December 31, 1996 in
conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements include  investments valued at
$7,948,265  and  $9,324,704,  at  December  31,  1996  and  1995,  respectively,
representing 88% and 87% of partners' capital,  respectively,  whose values have
been  estimated  by the  managing  general  partner  in the  absence  of readily
ascertainable  market  values.  We  have  reviewed  the  procedures  used by the
managing  general  partner  in  arriving  at its  estimates  or  value  of  such
investments   and  have   inspected   underlying   documentation   and,  in  the
circumstances,  we believe the procedures  are reasonable and the  documentation
appropriate.  However,  those estimated values may differ significantly from the
values that would have been used had a ready market for the investments existed,
and the differences could be material.


BDO Seidman, LLP


New York, New York
March 24, 1997


<PAGE>


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

<TABLE>

                                                                                                 1996                1995
                                                                                            ---------------   -----------

ASSETS

Investments - Note 2
   Portfolio investments, at fair value (cost $9,928,421 at
<S>           <C> <C>      <C>                    <C> <C>                                   <C>               <C>
     December 31, 1996 and $7,615,357 at December 31, 1995)                                 $     7,948,265   $      10,063,211
   Short-term investments, at amortized cost - Note 6                                                     -             349,553
Cash and cash equivalents                                                                           900,186             206,504
Cash held in escrow                                                                                  32,985
Receivable from securities sold (net of unamortized discount of
   $85,029 at December 31, 1996 and $96,957 at December 31, 1995)                                   160,642             195,724
Accrued interest receivable                                                                          34,854               1,546
                                                                                            ---------------   -----------------

TOTAL ASSETS                                                                                $     9,076,932   $      10,816,538
                                                                                            ===============   =================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                            $        53,337   $          31,259
Due to Independent General Partners - Note 5                                                         10,500              10,500
                                                                                            ---------------   -----------------
   Total Liabilities                                                                                 63,837              41,759
                                                                                            ---------------   -----------------

Partners' Capital:
Managing General Partner                                                                            559,134              82,416
Individual General Partners                                                                           3,674               2,893
Limited Partners (11,217 Units)                                                                  10,430,443           8,241,616
Unallocated net unrealized appreciation (depreciation) of
   investments - Note 2                                                                          (1,980,156)          2,447,854
                                                                                            ---------------   -----------------
   Total Partners' Capital                                                                        9,013,095          10,774,779
                                                                                            ---------------   -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                     $     9,076,932   $      10,816,538
                                                                                            ===============   =================
</TABLE>


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.(A)(B)
<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
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc. *(C)
1,342,491 shares of Common Stock                                         Oct. 1989                1,243,686             671,253
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
-------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*(D)
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
-------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
788,796 shares of Preferred Stock                                        Oct. 1992                  788,796             788,796
-------------------------------------------------------------------------------------------------------------------------------

TOTALS(E)                                                                                     $   9,928,421       $   7,948,265
                                                                                              =================================
</TABLE>

 (A)     public company
(B) In March 1996,  EIS  International,  Inc., a public  company,  completed its
    merger with  Cybernetics  Systems  International,  Inc. In exchange  for its
    Cybernetics  holdings,  the Partnership  received $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 and is
    currently in arbitration to resolve a claim set forth by EIS International.
(C) In January 1996, the Partnership completed a $35,000 follow-on investment in
    Inn-Room Systems,  Inc.,  acquiring 1% plus prime demand promissory note due
    12/31/96.  In January 1997,  the  Partnership  agreed to aggregate the three
    Inn-Room Systems $35,000  promissory notes,  converting them into a $105,000
    1% plus prime demand promissory note due 12/31/97.
(D) During 1996, the  Partnership  completed  follow-on  investments in Spectrix
    Corporation  totaling  $997,500,  acquiring  a series of  promissory  demand
    notes. Spectrix repaid $100,000 of such notes to the Partnership in 1996. In
    connection with an equity  financing  completed by Spectrix during 1996, the
    Partnership  received a $1.00 reduction,  from $5.00 to $4.00, in the strike
    price of its  warrants to purchase  50,000  shares of the  company's  common
    stock. Additionally,  in December 1996, the Partnership's option to purchase
    5,000 shares of Spectrix expired  unexercised,  resulting in a realized loss
    of $6,875.
 (E) In May 1996, the Partnership sold its remaining  21,673 common shares
     of Cincinnati Bell Inc. for $1,082,314,  realizing
    a gain of $657,115.

* 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, 1995

<TABLE>

                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value

Cincinnati Bell Inc.(A)
<C>                                                                           <C>             <C>               <C>
21,673 shares of Common Stock                                            Nov. 1989            $     425,199     $       738,507
-------------------------------------------------------------------------------------------------------------------------------
Cybernetics Systems International Corp.*
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.
788,796 shares of Preferred Stock                                        Oct. 1992                  788,796             788,796
-------------------------------------------------------------------------------------------------------------------------------

TOTALS                                                                                        $   7,615,357     $    10,063,211
                                                                                              =================================
</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>

                                                                                1996              1995                1994
                                                                          ---------------     --------------      --------

INVESTMENT INCOME AND EXPENSES

   Income:

<S>                                                                       <C>                 <C>                 <C>
   Interest from short-term investments                                   $        56,377     $       36,711      $      53,353
   Interest and dividend income from portfolio investments                         53,141             32,112             41,290
                                                                          ---------------     --------------      -------------
   Total investment income                                                        109,518             68,823             94,643
                                                                          ---------------     --------------      -------------

   Expenses:

   Management fee - Note 4                                                        223,784            224,013            225,976
   Professional fees                                                               69,151             97,948            107,406
   Independent General Partners' fees - Note 5                                     42,000             42,000             42,000
   Mailing and printing                                                            30,250             22,155             13,181
   Miscellaneous                                                                    1,130              1,000              1,000
                                                                          ---------------     --------------      -------------
   Total expenses                                                                 366,315            387,116            389,563
                                                                          ---------------     --------------      -------------

NET INVESTMENT LOSS                                                              (256,797)          (318,293)          (294,920)

Net realized gain (loss) from portfolio investments                             2,923,123            (13,589)          (384,213)
                                                                          ---------------     --------------      --------------

NET REALIZED GAIN (LOSS) FROM OPERATIONS
   (allocable to Partners) - Note 3                                             2,666,326           (331,882)          (679,133)

Net change in unrealized appreciation (depreciation)
   of investments                                                              (4,428,010)         2,674,488            179,578
                                                                          ---------------     --------------      -------------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                                              $    (1,761,684)    $    2,342,606      $    (499,555)
                                                                          ===============     ==============      =============
</TABLE>





See notes to financial statements.



<PAGE>


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

<TABLE>

                                                                                 1996             1995                1994
                                                                            -------------     --------------    ----------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                         <C>               <C>               <C>
Net investment loss                                                         $    (256,797)    $     (318,293)   $      (294,920)

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)             6,015
(Increase) decrease in accrued interest and other receivables                     (35,480)             9,227             26,977
Increase (decrease) in payables                                                    22,078              3,116            (10,826)
                                                                            -------------     --------------    ---------------
Cash used for operating activities                                               (268,804)          (307,097)          (272,754)
                                                                            -------------     --------------    ---------------

CASH PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES

Net proceeds from sale and maturity of short-term investments                     348,158            149,363          1,243,877
Cost of portfolio investments purchased                                        (1,032,500)          (336,496)        (1,463,907)
Proceeds from the sale of portfolio investments                                 1,646,828            419,393             29,735
                                                                            -------------     --------------    ---------------
Cash provided from (used for) investing activities                                962,486            232,260           (190,295)
                                                                            -------------     --------------    ---------------

Increase (decrease) in cash and cash equivalents                                  693,682            (74,837)          (463,049)
Cash and cash equivalents at beginning of period                                  206,504            281,341            744,390
                                                                            -------------     --------------    ---------------

CASH AND CASH EQUIVALENTS AT END
   OF PERIOD                                                                $     900,186     $      206,504    $       281,341
                                                                            =============     ==============    ===============


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     $            -      $           -

</TABLE>

See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1994, 1995 and 1996
<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, 1993             $     92,423      $    3,250     $    9,242,267     $     (406,212)    $     8,931,728

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

Net realized loss from
portfolio investments                          (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                            (3,151)           (112)          (315,030)                 -            (318,293)

Net realized loss from
portfolio investments                            (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

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

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

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

(A)  The net asset value per unit of limited partnership interest,  including an
     assumed  allocation  of  net  unrealized  appreciation   (depreciation)  of
     investments,  was $790,  $920 and $744 at December 31, 1996, 1995 and 1994,
     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 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


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 $2
million at  December  31,  1996,  which was  recorded  for  financial  statement
purposes,  was not recognized  for tax purposes.  From inception to December 31,
1996, timing  differences  relating to net realized gains totaling $984,700 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.

5.     Independent General Partners' Fees

As  compensation  for  services  rendered to the  Partnership,  each of the four
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.

6.     Short-Term Investments

At December 31, 1996, the Partnership had no short-term investments. At December
31, 1995, the Partnership had investments in commercial paper as detailed below,
which because of its short-term nature approximates fair value.
<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
                                                                           ============        ============        ============
</TABLE>


<PAGE>


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

7.     Classification of Portfolio Investments

The Partnership's investments were categorized as follows:
<TABLE>

As of December 31, 1996:                                                                         Percentage of
Type of Investments                                        Cost                   Fair Value                  Net Assets*
-------------------                                   ---------------           ---------------               -----------
<S>                                                   <C>                       <C>                           <C>
Preferred Stock                                       $     4,300,147           $     2,830,132               31.40%
Common Stock                                                4,625,774                 4,115,633               45.67%
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%
                                                      ===============           ===============               ======

As of December 31, 1995:
Type of Investments
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>


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 21, 1997, the directors and executive officers
of the Management  Company are:
<TABLE>

Name and Age                                           Position Held                            Director Since

<S>                 <C>                                                                                    <C>
Jeffrey T. Hamilton (59)                           President, Secretary and                      September 3, 1987
                                                   Chairman of the Board of Directors

Louise M. Hamilton (56)                            Director                                      August 23, 1991

Susan J. Trammell (42)                             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 21, 1997, 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, 1996 and 1995

                  Schedule of Portfolio Investments as of December 31, 1996

                  Schedule of Portfolio Investments as of December 31, 1995

                  Statements of Operations for the years ended December 31,
                   1996, 1995 and 1994

                  Statements of Cash Flows for the years ended December 31,
                   1996, 1995 and 1994

                  Statements of Changes in Partners' Capital for the years ended
                  December 31, 1994, 1995 and 1996

                  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 31st day of March
1997.


         WESTFORD TECHNOLOGY VENTURES, L.P.


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


By:      Hamilton Capital Management Inc.
         its general partner

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<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>