SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q



[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934

For the Quarterly Period Ended March 31, 1998

Or

[  ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934

For the transition period from                  to
                             Commission file number 0-16208


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


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

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

Registrant's telephone number, including area code:  (201) 624-2131

Not applicable
================================================================================
Former name, former address and former fiscal year, if changed since last report

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



<PAGE>


                       WESTFORD TECHNOLOGY VENTURES, L.P.

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of March 31, 1998 (Unaudited) and December 31, 1997

Schedule of Portfolio Investments as of March 31, 1998 (Unaudited)

Statements of Operations for the Three Months Ended March 31, 1998 and 1997 
(Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 1998 and 1997 
(Unaudited)

Statement of Changes in Partners' Capital for the Three Months Ended March 31, 
1998 (Unaudited)

Notes to Financial Statements (Unaudited)

Item 2.       Management's Discussion and Analysis of Financial Condition and 
              Results of Operations.


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

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

Item 5.       Other Information.

Item 6.       Exhibits and Reports on Form 8-K.



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS

<TABLE>

                                                                                       March 31, 1998          December 31,
                                                                                          (Unaudited)                1997
ASSETS


Portfolio investments, at fair value (cost $10,528,421 as of
<S>      <C> <C>               <C> <C>                                                <C>                      <C>              
   March 31, 1998 and December 31, 1997)                                              $       7,043,299        $       6,366,864
Cash and cash equivalents                                                                        23,910                   16,061
Receivable from securities sold (net of unamortized discount of
   $57,271 at March 31, 1998 and $66,322 at December 31, 1997)                                  114,256                  122,180
Accrued interest receivable                                                                     182,013                  150,000
                                                                                      -----------------        -----------------

TOTAL ASSETS                                                                          $       7,363,478        $       6,655,105
                                                                                      =================        =================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                      $          47,989        $          44,355
Due to Management Company                                                                        86,530                   22,134
Due to Independent General Partners                                                              21,000                   10,500
                                                                                      -----------------        -----------------
   Total Liabilities                                                                            155,519                   76,989
                                                                                      -----------------        -----------------

Partners' Capital:
Managing General Partner                                                                        584,865                  577,197
Individual General Partners                                                                       3,558                    3,577
Limited Partners (11,217 Units)                                                              10,104,658               10,158,899
Unallocated net unrealized depreciation of investments                                       (3,485,122)              (4,161,557)
                                                                                      ------------------       -----------------
   Total Partners' Capital                                                                    7,207,959                6,578,116
                                                                                      -----------------        -----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                               $       7,363,478        $       6,655,105
                                                                                      =================        =================
</TABLE>


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
March 31, 1998
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
EIS International, Inc.(A)
206,267 shares of Common Stock                                           Mar. 1990           $    2,726,335       $   1,727,486
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             202,185
                                                                                             --------------       -------------
                                                                                                  3,164,804           1,929,671
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc.*
1,480,491 shares of Common Stock                                         Oct. 1989                1,285,894             740,246
Demand Promissory Note at prime plus 1% 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*
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       $   7,043,299
                                                                                             ==============       =============
</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 (Unaudited)
For the Three Months Ended March 31,


<TABLE>

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

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                                            <C>              <C>            
   Interest from short-term investments                                                        $         165    $         7,683
   Interest and other income from portfolio investments                                               41,052             26,735
                                                                                               -------------    ---------------
   Total investment income                                                                            41,217             34,418
                                                                                               -------------    ---------------

   Expenses:
   Management fee                                                                                     55,896             55,896
   Professional fees                                                                                   7,683              8,628
   Mailing and printing                                                                                3,490              3,170
   Independent General Partners' fees                                                                 10,500             10,500
   Other expenses                                                                                     10,240             20,812
                                                                                               -------------    ---------------
   Total expenses                                                                                     87,809             99,006
                                                                                               -------------    ---------------

NET INVESTMENT LOSS                                                                                  (46,592)           (64,588)

Net realized gain (loss) from portfolio investments                                                        -                  -
                                                                                               -------------    ---------------

NET REALIZED LOSS FROM OPERATIONS                                                                    (46,592)           (64,588)

Change in unrealized depreciation of investments                                                     676,435           (426,792)
                                                                                               -------------    ---------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS                                                                             $     629,843    $      (491,380)
                                                                                               =============    =============== 
</TABLE>


See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended March 31,



<TABLE>
                                                                                                  1998                1997
                                                                                              ------------         -------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                           <C>                  <C>          
Net investment loss                                                                           $    (46,592)        $    (64,588)

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

Increase in accrued interest on short-term investments                                                   -               (1,534)
Increase in accrued interest and other receivables                                                 (35,389)             (23,401)
Increase (decrease) in payables                                                                     78,530              (12,706)
                                                                                              ------------         ------------
Cash used for operating activities                                                                  (3,451)            (102,229)
                                                                                              ------------         ------------

CASH FLOWS PROVIDED FROM (USED FOR)
INVESTING ACTIVITIES

Net purchase of short-term investments                                                                   -             (395,813)
Cost of portfolio investments purchased                                                                  -             (300,000)
Proceeds from the sale of portfolio investments                                                     11,300                9,920
                                                                                              ------------         ------------
Cash provided from (used for) investing activities                                                  11,300             (685,893)
                                                                                              ------------         ------------

Increase (decrease) in cash and cash equivalents                                                     7,849             (788,122)
Cash and cash equivalents at beginning of period                                                    16,061              900,186
                                                                                              ------------         ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                    $     23,910         $    112,064
                                                                                              ============         ============
</TABLE>


See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Three Months Ended March 31, 1998


<TABLE>

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

<S>                                     <C>               <C>            <C>                <C>                <C>            
Balance at beginning of period          $    577,197      $   3,577      $    10,158,899    $    (4,161,557)   $     6,578,116

Net investment loss                            7,668            (19)             (54,241)                 -            (46,592)

Net change in unrealized
depreciation of investments                        -              -                    -            676,435            676,435
                                        ------------      ---------      ---------------    ---------------    ---------------

Balance at end of period                $    584,865      $   3,558      $    10,104,658    $    (3,485,122)   $     7,207,959
                                        ============      =========      ===============    ================   ===============
</TABLE>


(A)  The net asset  value  per  $1,000  unit of  limited  partnership  interest,
     including  an  assumed   allocation  of  net  unrealized   appreciation  of
     investments, is $636.


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (Unaudited)

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 (Unaudited) - 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 $3.5
million at March 31, 1998, which was recorded for financial  statement purposes,
has not been recognized for tax purposes.  Additionally, from inception to March
31, 1998, other timing differences  relating to net realized gains totaling $1.0
million have been recorded on the  Partnership's  financial  statements but have
not yet been  recorded on the  Partnership's  tax return and  syndication  costs
relating to the selling of Units totaling $1.2 million were charged to partners'
capital  on the  financial  statements  but have not been  deducted  or  charged
against partners' capital for tax purposes.

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

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 (Unaudited) - continued

6.     Classification of Portfolio Investments

As of March 31, 1998, the Partnership's investments were categorized as follows:


<TABLE>
                                                                                                          Percentage of
Type of Investments                                        Cost                   Fair Value                  Net Assets*
-------------------                                   ---------------           ---------------               -----------
<S>                                                  <C>                         <C>                          <C>   
Preferred Stock                                      $      4,300,147            $    1,902,254               26.39%
Common Stock                                                4,627,154                 3,539,925               49.12%
Debt Securities                                             1,601,120                 1,601,120               22.21%
                                                     ----------------            --------------               ------

Total                                                $     10,528,421            $    7,043,299               97.72%
                                                     ================            ==============               ======

Country/Geographic Region
Midwestern U.S.                                      $      6,574,821            $    4,324,832               60.00%
Eastern U.S.                                                3,953,600                 2,718,467               37.72%
                                                     ----------------            --------------               ------

Total                                                $     10,528,421            $    7,043,299               97.72%
                                                     ================            ==============               ======

Industry
Wireless Communications                              $      5,151,532            $    3,447,645               47.83%
Computer Software                                           3,164,804                 1,929,671               26.78%
Vending Equipment                                           1,423,289                   877,187               12.17%
Semiconductors                                                788,796                   788,796               10.94%
                                                     ----------------            --------------              -------

Total                                                $     10,528,421            $    7,043,299               97.72%
                                                     ================            ==============               ======
</TABLE>



* Fair value as a percentage of net assets.


<PAGE>


Item 2.       Management's Discussion and Analysis of Financial Condition and 
              Results of Operations.

Liquidity and Capital Resources

As of March 31, 1998, the Partnership held $23,910 in an  interest-bearing  cash
account.  The Partnership earned $165 of interest from such cash account for the
three months ended March 31, 1998.  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.

The Partnership  has fully invested the net proceeds  received from the offering
of Units and will not make investments in any new portfolio companies.  However,
the Partnership may make additional follow-on  investments in existing portfolio
companies when required.

As of March 31, 1998, the Partnership's  current  liabilities  exceeded its cash
balance  by  approximately   $131,600.   Funds  needed  to  cover  such  current
liabilities and the  Partnership's  future  follow-on  investments and operating
expenses are expected to be obtained from existing cash  reserves,  interest and
other income from portfolio  investments and proceeds from the sale of portfolio
investments.  As a result of the current cash shortage, payments to the Managing
General  Partner  and  Independent   General   Partners  have  been  temporarily
suspended.

Results of Operations

For the three months ended March 31, 1998 and 1997,  the  Partnership  had a net
realized loss from operations of $46,592 and $64,588, 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 (investment income
less operating expenses).

Realized  Gains and Losses from  Portfolio  Investments  - For the three  months
ended March 31, 1998 and 1997, the  Partnership  had no realized gains or losses
from its portfolio investments.

Investment  Income and Expenses - Net investment loss for the three months ended
March 31,  1998 and 1997 was  $46,592  and  $64,588,  respectively.  The $17,996
decrease  in net  investment  loss for the 1998  period as  compared to the same
period in 1997, is comprised of an $11,197 decrease in operating  expenses and a
$6,799  increase  in  investment  income.  The  decrease in  operating  expenses
primarily  resulted  from a  decline  in other  expenses  for the  1998  period,
resulting from expense  accrual  adjustments  made in the first quarter of 1997.
The increase in investment  income for the 1998 period is comprised of a $14,317
increase  in income  from  portfolio  investments  partially  offset by a $7,518
decrease in interest from  short-term  investments.  The increase in income from
portfolio  investments  relates to the additional  promissory  notes of Spectrix
Corporation held by the Partnership  during the 1998 period compared to the same
period in 1997.  The decrease in interest from  short-term  investments  for the
1998 period  compared to the same period in 1997 primarily is due to a reduction
of funds available for investment in such securities during the 1998 period.

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 the  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 three
months ended March 31, 1998 and 1997 was $55,896 for both periods. To the extent
possible,  the  management  fee and  other  expenses  incurred  directly  by the
Partnership  are paid with funds provided from  operations.  Funds provided from
operations  primarily  are  obtained  from  interest  received  from  short-term
investments, income earned from portfolio investments and proceeds received from
the sale of portfolio investments.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  or
Depreciation  of  Portfolio  Investments  - For the three months ended March 31,
1998, the Partnership had a $676,435 net unrealized gain, resulting from the net
upward revaluation of its investment in EIS International,  Inc., resulting from
the increase in the public market price of the company's common stock at the end
of the quarter.

For the three months ended March 31, 1997,  the  Partnership  had a $426,792 net
unrealized loss,  resulting from the net downward  revaluation of its investment
in EIS  International,  Inc.,  resulting  from the decline in the public  market
price of the company's common stock at the end of the quarter.

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 investments.

As of March 31, 1998, the Partnership's net assets were $7,207,959,  up $629,843
from $6,578,116 at December 31, 1997. The $629,843 increase was comprised of the
$676,435  increase to net unrealized  appreciation of investments  offset by the
$46,592 net realized loss from operations for the three month period.

As of March 31,  1997,  the  Partnership's  net  assets  were  $8,521,715,  down
$491,380  from  $9,013,095  at December  31,  1996.  The  $491,380  decrease was
comprised of the $426,792 decrease to net unrealized appreciation of investments
and the $64,588 net realized loss from operations for the three month period.

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  March  31,  1998 and  December  31,  1997  was  $636 and  $580,
respectively.


<PAGE>


                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

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

Item 2.       Changes in Securities.

Not applicable.

Item 3.       Defaults Upon Senior Securities.

Not applicable.

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

The 1998 Annual Meeting of Limited  Partners is scheduled to be held on June 26,
1998.

Item 5.       Other Information.

Not applicable.

Item 6.       Exhibits and Reports on Form 8-K.

              (a)   Exhibits

                    (27) Financial Data Schedule  (filed with SEC, EDGAR version
only)

              (b) No  reports on Form 8-K have been  filed  during  the  quarter
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, and on the dates indicated.



              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.
</TABLE>



Date:         May 14, 1998