SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A

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

For the Quarterly Period Ended September 30, 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.
                             Amendment to Form 10-Q
                    For the quarter ended September 30, 1998

Item 2 of Part I,  Management's  Discussion and Analysis of Financial  Condition
and Results of Operations, on pages 11 to 13 of Form 10-Q of Westford Technology
Ventures, L.P. for the quarterly period ended September 30, 1998, filed with the
Securities and Exchange Commission on November 13, 1998 is amended by adding the
following:

Year 2000 Issue
The Year 2000 ("Y2K") concern arose because many existing  computer programs use
only the last two digits to refer to a year. Therefore,  these computer programs
do not properly  recognize a year that begins with "20" instead of "19".  If not
corrected,  many computer  applications  could fail or create erroneous results.
The impact of the Y2K concern on the Partnership's operations is currently being
assessed.

The Management Company is responsible to provide or arrange for the provision of
administrative services necessary to support the Partnership's  operations.  The
Management  Company has  arranged  for Palmeri Fund  Administrators,  Inc.  (the
"Administrator")  to provide the administrative and accounting  services for the
Partnership,  including maintenance of the books and records of the Partnership,
maintenance of the Limited Partner  database,  issuance of financial reports and
tax  information  to Limited  Partners and processing  distribution  payments to
Limited  Partners.  Fees charged by the  Administrator  are paid directly by the
Management Company.

The  Administrator  is currently  assessing  its computer  hardware and software
systems,  specifically as they relate to the operations of the  Partnership.  As
part of its  investigation  of potential Y2K  problems,  the  Administrator  has
contracted  with an outside  computer  service  provider  to examine  all of the
Administrator's computer hardware and software applications, to identify any Y2K
concerns.  This  review and  evaluation  is in  process  and is  expected  to be
completed by May 1999. If Y2K problems are identified,  the  Administrator  will
purchase,  install and test the  necessary  software  patches  and new  computer
hardware to ensure that all of its  computer  systems  are Y2K  compliant.  This
correction phase, if required, is expected to be completed by September 1999.

Additionally, the Administrator has contacted the outside service providers used
to assist the Administrator or the Management Company with the administration of
the Partnership's  operations to ascertain whether these entities are addressing
the Y2K issue within  their own  operation.  There can be no guarantee  that the
Administrator's systems or that systems of other companies providing services to
the Partnership will be corrected in a timely manner. The estimated costs to the
Partnership,  relating  to the  investigation  or  correction  of  Y2K  problems
affecting the Partnership's operations, are expected to be nominal.

Finally,  the Y2K  issue  is a  global  concern  that may  affect  all  business
entities,  including the Partnership's portfolio companies.  The General Partner
is continuing  to assess the impact of Y2K concerns on its portfolio  companies.
However,  the  extent to which any  potential  Y2K  problems  could  affect  the
valuations of these companies is unknown. At the time that specific Y2K problems
are  identified,  if any,  the  General  Partner  will  take  such  issues  into
consideration  in  adjusting  the  fair  value  of the  Partnership's  portfolio
investments.


<PAGE>


                       WESTFORD TECHNOLOGY VENTURES, L.P.

                                      INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of September 30, 1998 (Unaudited) and December 31, 1997

Schedule of Portfolio Investments as of September 30, 1998 (Unaudited)

Statements of Operations for the Three and Nine Months Ended September 30, 1998

and 1997 (Unaudited)Statements of Cash Flows for the Nine Months Ended 

September 30, 1998 and 1997 (Unaudited)Statement of Changes in Partners' Capital

for the Nine Months Ended September 30, 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>

                                                                                       September 30,
                                                                                           1998                 December 31,
                                                                                        (Unaudited)                 1997       
ASSETS

Portfolio investments, at fair value (cost $10,460,214 at
<S>          <C> <C>      <C>                     <C> <C>                            <C>                      <C>             
   September 30, 1998 and $10,528,421 at December 31, 1997)                          $     5,585,285          $      6,366,864
Cash and cash equivalents                                                                      5,240                    16,061
Receivable from securities sold (net of unamortized discount of
   $40,180 at September 30, 1998 and $66,322 at December 31, 1997)                            86,920                   122,180
Accrued interest receivable                                                                  246,925                   150,000
                                                                                     ---------------          ----------------

TOTAL ASSETS                                                                         $     5,924,370          $      6,655,105
                                                                                     ===============          ================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                                $        42,013          $         44,355
Due to Management Company                                                                    187,334                    22,134
Due to Independent General Partners                                                           42,054                    10,500
                                                                                     ---------------          ----------------
   Total Liabilities                                                                         271,401                    76,989
                                                                                     ---------------          ----------------

Partners' Capital:
Managing General Partner                                                                     585,976                   577,197
Individual General Partners                                                                    3,499                     3,577
Limited Partners (11,217 Units)                                                            9,938,423                10,158,899
Unallocated net unrealized depreciation of investments                                    (4,874,929)               (4,161,557)
                                                                                     ---------------          ----------------
   Total Partners' Capital                                                                 5,652,969                 6,578,116
                                                                                     ---------------          ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                              $     5,924,370          $      6,655,105
                                                                                     ===============          ================

</TABLE>
See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (Unaudited)
September 30, 1998
<TABLE>

                                                                     Initial Investment
Company  /Position                                                          Date                  Cost               Fair Value
EIS International, Inc.(A)
<S>     <C>    <C>    <C>    <C>    <C>    <C>     
228,682 shares of Common Stock                                           Mar. 1990           $    3,096,597       $     471,657
-------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc. *
1,548,494 shares of Common Stock                                         Oct. 1989                1,320,349             774,247
Demand Promissory Note at prime plus 1% due 12/31/98                                                102,940             102,940
                                                                                             --------------       -------------
                                                                                                  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                                                                                       $   10,460,214       $   5,585,285
                                                                                            ==============       =============

</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)

<TABLE>


                                                                    Three Months Ended                     Nine Months Ended
                                                                       September 30,                         September 30,

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

INVESTMENT INCOME AND EXPENSES

     Income:
<S>                                                          <C>              <C>               <C>               <C>           
     Interest from short-term investments                    $            59  $            904  $           345   $       11,364
     Interest and other income from portfolio
       investments                                                    42,814            38,549          123,108           97,148
                                                             ---------------  ----------------  ---------------   --------------
     Totals                                                           42,873            39,453          123,453          108,512
                                                             ---------------  ----------------  ---------------   --------------

     Expenses:
     Management fee                                                   55,468            55,896          166,832          167,688
     Professional fees                                                15,759            15,738           47,678           58,108
     Mailing and printing                                              4,654             2,103           14,235            8,795
     Independent General Partners' fees                               10,500            10,500           31,500           31,500
     Custodial fees                                                    1,500             1,525            4,725            4,700
     Other expenses                                                      899             1,270            2,068            4,289
                                                             ---------------  ----------------  ---------------   --------------
     Totals                                                           88,780            87,032          267,038          275,080
                                                             ---------------  ----------------  ---------------   --------------

NET INVESTMENT LOSS                                                  (45,907)          (47,579)        (143,585)        (166,568)

Net realized loss from portfolio investments                               -                 -          (68,190)         (31,665)
                                                             ---------------  ----------------  ---------------   --------------

NET REALIZED LOSS FROM OPERATIONS                                    (45,907)          (47,579)        (211,775)        (198,233)

Change in unrealized depreciation of investments                    (757,509)       (1,816,658)        (713,372)      (1,593,196)
                                                             ---------------  ----------------  ---------------   --------------

NET DECREASE IN NET ASSETS
     RESULTING FROM OPERATIONS                               $      (803,416) $     (1,864,237) $      (925,147)  $   (1,791,429)
                                                             ===============  ================  ===============   ============== 
</TABLE>
See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Nine Months Ended September 30,

<TABLE>

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

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                             <C>               <C>           
Net investment loss                                                                             $    (143,585)    $    (166,568)

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

Increase in accrued interest receivable                                                              (101,423)          (84,625)
Increase (decrease) in payables                                                                       194,412           (15,463)
                                                                                                -------------     -------------
Cash used for operating activities                                                                    (50,596)         (266,656)
                                                                                                -------------     -------------

CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
   ACTIVITIES

Cost of portfolio investments purchased                                                               (40,815)         (600,000)
Proceeds from the sale of portfolio investments                                                        80,590            30,135
                                                                                                -------------     -------------
Cash provided from (used for) investing activities                                                     39,775          (569,865)
                                                                                                -------------     -------------

Decrease in cash and cash equivalents                                                                 (10,821)         (836,521)
Cash and cash equivalents at beginning of period                                                       16,061           900,186
                                                                                                -------------     -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                      $       5,240     $      63,665
                                                                                                =============     =============


Supplemental disclosure of non-cash investing and
   financing activities:
   Acquisition of 68,003 common shares of Inn-Room
   Systems, Inc. - through reduction of notes                                                   $         680      $          -

</TABLE>
See notes to financial statements.



<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (Unaudited)
For the Nine Months Ended September 30, 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                           22,957            (59)            (166,483)                 -            (143,585)

Net realized loss from portfolio
investments                                  (14,178)           (19)             (53,993)                 -             (68,190)

Change in unrealized
depreciation of investments                        -              -                    -           (713,372)           (713,372)
                                        ------------       --------      ---------------     ---------------    ---------------

Balance at end of period                $    585,976       $  3,499      $     9,938,423(A)  $   (4,874,929)    $     5,652,969
                                        ============       ========      ===============     ==============     ===============


(A)  The net asset  value  per  $1,000  unit of  limited  partnership  interest,
     including  an  assumed   allocation  of  net  unrealized   depreciation  of
     investments, is $499.
</TABLE>

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's  originally scheduled  termination date
was December 31, 1998. In October 1998, the Individual General Partners voted to
extend  the term of the  Partnership  for an  additional  two-year  period.  The
Partnership  is now scheduled to terminate no later than December 31, 2000.  The
Individual General Partners have the right to extend the term of the Partnership
for an additional  two-year  period if they  determine that such extension is in
the best interest of the Partnership.


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.


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

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

Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable to the Partners for inclusion in their  respective  income
tax returns.  The  Partnership's  net assets for  financial  reporting  purposes
differ from its net assets for tax purposes. Net unrealized depreciation of $4.9
million at September  30,  1998,  which was  recorded  for  financial  statement
purposes, has not been recognized for tax purposes. Additionally, from inception
to September 30, 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.

Reclassifications - Certain reclassifications have been made to the prior year's
financial statements to conform with the current year's presentation.

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.



<PAGE>


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

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.

6.     Classification of Portfolio Investments

As of September 30, 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               33.65%
Common Stock                                                4,559,627                 2,082,591               36.84%
Debt Securities                                             1,600,440                 1,600,440               28.31%
                                                     ----------------            --------------               ------

Total                                                $     10,460,214            $    5,585,285               98.80%
                                                     ================            ==============               ======

Country/Geographic Region
Midwestern U.S.                                      $      6,574,821            $    4,324,832               76.50%
Eastern U.S.                                                3,885,393                 1,260,453               22.30%
                                                     ----------------            --------------               ------

Total                                                $     10,460,214            $    5,585,285               98.80%
                                                     ================            ==============               ======

Industry
Wireless Communications                              $      5,151,532            $    3,447,645               60.99%
Computer Software                                           3,096,597                   471,657                8.34%
Vending Equipment                                           1,423,289                   877,187               15.52%
Semiconductors                                                788,796                   788,796               13.95%
                                                     ----------------            --------------              -------

Total                                                $     10,460,214            $    5,585,285               98.80%
                                                     ================            ==============               ======

</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 September 30, 1998,  the  Partnership  held $5,240 in an  interest-bearing
cash  account.  The  Partnership  earned $59 and $345 of interest from such cash
account for the three and nine months ended  September  30, 1998,  respectively.
The Partnership had no short-term investments as of September 30, 1998. Interest
earned from  short-term  investments and idle cash balances 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 its original net proceeds of $10.5 million
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.  The Partnership made no follow-on  investments  during
the three months ended September 30, 1998.

As of September 30, 1998, the  Partnership's  current  liabilities  exceeded its
cash  balance by  approximately  $265,000.  Funds  needed to cover such  current
liabilities,  future follow-on  investments,  if any, 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.

The Partnership's  originally scheduled  termination date was December 31, 1998.
In October 1998, the Individual General Partners voted to extend the term of the
Partnership for an additional  two-year period. The Partnership is now scheduled
to terminate no later than December 31, 2000.  The Individual  General  Partners
have the right to extend the term of the Partnership for an additional  two-year
period if they  determine  that such  extension  is in the best  interest of the
Partnership.

Results of Operations

For the three and nine months ended  September 30, 1998, the  Partnership  had a
net realized loss from operations of $45,907 and $211,775, respectively. For the
three and nine months  ended  September  30,  1997,  the  Partnership  had a net
realized  loss from  operations  of  $47,579  and  $198,233,  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 (investment
income less operating expenses).

Realized  Gains and Losses from  Portfolio  Investments - For the three and nine
months ended  September 30, 1998, the  Partnership  had a net realized loss from
its portfolio  investments  of $68,190  resulting  from the sale of 6,600 common
shares of EIS International, Inc.stock in June 1998. Such shares were sold for 
$40,832 compared to a cost basis of $109,022.

For the three and nine months ended  September 30, 1997, the  Partnership  had a
net realized  loss from its  portfolio  investments  of $31,665  relating to the
final  escrow  payment  received  in  connection  with  the 1996  merger  of EIS
International, Inc. with Cybernetics Systems, Inc. In June 1997, the Partnership
received 16,682 common shares of EIS, representing 100% of the shares previously
held in escrow. However, in connection with a settlement agreement among EIS and
the  former   Cybernetics   shareholders,   the  Partnership   received  $1,320,
representing  only a portion of the  $32,985  cash  balance  previously  held in
escrow. As a result, the Partnership  realized a loss of $31,665 for the quarter
ended June 30, 1997.

Investment  Income and Expenses - Net investment loss for the three months ended
September 30, 1998 and 1997 was $45,907 and $47,579,  respectively. The decrease
in net investment loss for the three months ended September 30, 1998 compared to
the same period in 1997, is comprised of a $3,420 increase in investment  income
partially  offset by a $1,748  increase in operating  expenses.  The increase in
investment  income for the 1998 period primarily was due to a $4,265 increase in
income from portfolio investments resulting from the additional promissory notes
of Spectrix  Corporation held by the Partnership during the 1998 period compared
to the same period in 1997. The increase in operating expenses primarily was due
to a $2,551 increase in mailing and printing  expenses during 1998 primarily due
to additional charges related to the 1998 proxy tabulation.

Net  investment  loss for the nine months ended  September 30, 1998 and 1997 was
$143,585 and $166,568, respectively. The decrease in net investment loss for the
1998 period as compared to the same period in 1997,  is  comprised  of a $14,941
increase in investment income and an $8,042 decrease in operating expenses.  The
increase  in  investment  income for the 1998 period is  comprised  of a $25,960
increase in income from  portfolio  investments  partially  offset by an $11,019
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 as discussed above.
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 decrease in  operating  expenses for the 1998 period as compared to the same
period  in 1997  primarily  resulted  from a  decline  in  professional  fees of
$10,430,  primarily  attributable  to an unfavorable  accrual  adjustment in the
first quarter of 1997.  This decrease was partially  offset by a $5,440 increase
in mailing and printing expenses  primarily due to additional charges related to
the 1998 proxy tabulation.

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  September 30, 1998 and 1997 was $55,468 and $55,896  respectively.
The  management  fee for the nine months ended  September  30, 1998 and 1997 was
$166,832 and $167,688  respectively.  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  Depreciation of Portfolio
Investments  - For the nine months ended  September  30, 1998,  the  Partnership
recorded additional  unrealized  depreciation of $767,119 resulting from the net
downward  revaluation  of its  investment in EIS  International,  Inc., due to a
decrease in the public market price of the company's  common stock at the end of
the period.  Additionally during the nine month period,  $53,747 was transferred
from  unrealized loss to realized loss due to the sale of 6,600 common shares of
EIS, as discussed above. As a result,  the Partnership had an unfavorable change
to its  unrealized  depreciation  of investments of $713,372 for the nine months
ended September 30, 1998.

For  the  nine  months  ended  September  30,  1997,  the  Partnership  recorded
additional unrealized depreciation of $1,593,196 resulting from a $1,801,956 net
downward  revaluation of its privately held investments in Spectrix  Corporation
and  Inn-Room  Systems,   Inc.,  partially  offset  by  a  $208,760  net  upward
revaluation of its investment in EIS International,  Inc., due to an increase in
the public market price of the company's common stock at the end of the period.

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 September 30, 1998, the  Partnership's  net assets were  $5,652,969,  down
$925,147  from  $6,578,116  as of December 31, 1997.  The $925,147  decrease was
comprised of the $713,372  unfavorable change to net unrealized  depreciation of
investments  and the  $211,775 net realized  loss from  operations  for the nine
month period.

As of September 30, 1997, the  Partnership's  net assets were  $7,221,666,  down
$1,791,429 from $9,013,095 as of December 31, 1996. The $1,791,429  decrease was
comprised of the $1,593,196 unfavorable change to net unrealized depreciation of
investments  and the  $198,233 net realized  loss from  operations  for the nine
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 as of  September  30, 1998 and  December 31, 1997 was $499 and $580,
respectively.

Year 2000 Issue
The Year 2000 ("Y2K") concern arose because many existing  computer programs use
only the last two digits to refer to a year. Therefore,  these computer programs
do not properly  recognize a year that begins with "20" instead of "19".  If not
corrected,  many computer  applications  could fail or create erroneous results.
The impact of the Y2K concern on the Partnership's operations is currently being
assessed.

The Management Company is responsible to provide or arrange for the provision of
administrative services necessary to support the Partnership's  operations.  The
Management  Company has  arranged  for Palmeri Fund  Administrators,  Inc.  (the
"Administrator")  to provide the administrative and accounting  services for the
Partnership,  including maintenance of the books and records of the Partnership,
maintenance of the Limited Partner  database,  issuance of financial reports and
tax  information  to Limited  Partners and processing  distribution  payments to
Limited  Partners.  Fees charged by the  Administrator  are paid directly by the
Management Company.

The  Administrator  is currently  assessing  its computer  hardware and software
systems,  specifically as they relate to the operations of the  Partnership.  As
part of its  investigation  of potential Y2K  problems,  the  Administrator  has
contracted  with an outside  computer  service  provider  to examine  all of the
Administrator's computer hardware and software applications, to identify any Y2K
concerns.  This  review and  evaluation  is in  process  and is  expected  to be
completed by May 1999. If Y2K problems are identified,  the  Administrator  will
purchase,  install and test the  necessary  software  patches  and new  computer
hardware to ensure that all of its  computer  systems  are Y2K  compliant.  This
correction phase, if required, is expected to be completed by September 1999.

Additionally, the Administrator has contacted the outside service providers used
to assist the Administrator or the Management Company with the administration of
the Partnership's  operations to ascertain whether these entities are addressing
the Y2K issue within  their own  operation.  There can be no guarantee  that the
Administrator's systems or that systems of other companies providing services to
the Partnership will be corrected in a timely manner. The estimated costs to the
Partnership,  relating  to the  investigation  or  correction  of  Y2K  problems
affecting the Partnership's operations, are expected to be nominal.

Finally,  the Y2K  issue  is a  global  concern  that may  affect  all  business
entities,  including the Partnership's portfolio companies.  The General Partner
is continuing  to assess the impact of Y2K concerns on its portfolio  companies.
However,  the  extent to which any  potential  Y2K  problems  could  affect  the
valuations of these companies is unknown. At the time that specific Y2K problems
are  identified,  if any,  the  General  Partner  will  take  such  issues  into
consideration  in  adjusting  the  fair  value  of the  Partnership's  portfolio
investments.



<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.

No  matters  were  submitted  to a vote of  security  holders  during the period
covered by this report.

Item 5.       Other Information.

Not applicable.


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

              (a)   Exhibits

                    (27)   Financial Data Schedule.

              (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.

<TABLE>

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


By:           Hamilton Capital Management Inc.
              its general partner

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

By:           s/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/s       Susan J. Trammell                         Treasurer and Director (Principal Financial
              Susan J. Trammell                                   and Accounting Officer) of Hamilton Capital
                                                                  Management Inc.

</TABLE>

Date:         January 26, 1999