SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 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 0-15681


                         WESTMED VENTURE PARTNERS, L.P.
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             (Exact name of registrant as specified in its charter)


Delaware                                                          13-3443230
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(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

CIBC Oppenheimer Tower, World Financial Center
New York, New York                                                     10281
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(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:  (212) 667-7000

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
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                                (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]

As of March 16, 1999,  66,919 units of limited  partnership  interest  ("Units")
were held by  non-affiliates of the Registrant.  There is no established  public
trading market for such Units.



<PAGE>


                                     PART I

Item 1.       Business.

Formation

WestMed Venture  Partners,  L.P. (the  "Partnership"  or the  "Registrant") is a
Delaware  limited  partnership  organized  in February  1987.  In May 1987,  the
Partnership  elected  to operate as a  business  development  company  under the
Investment  Company Act of 1940, as amended (the "1940 Act"). The  Partnership's
investment  objective  is to achieve  long-term  capital  appreciation  from its
portfolio of venture capital investments, consisting of companies engaged in the
health-care industry.  The Partnership considers this activity to constitute the
single industry segment of venture capital investing.

     The  general  partners of the  Partnership  include  two  individuals  (the
"Independent  General  Partners")  and the  managing  general  partner,  WestMed
Venture Management,  L.P., a Delaware limited partnership (the "Managing General
Partner" and collectively with the Independent  General  Partners,  the "General
Partners").  The  general  partner of the  Managing  General  Partner is Medical
Venture Holdings,  Inc., a Delaware corporation affiliated with CIBC Oppenheimer
Corp.  ("Opco")  (formerly  Oppenheimer  & Co.,  Inc.).  Opco  is the  successor
corporation to Oppenheimer & Co., Inc., following the acquisition and subsequent
merger of  Oppenheimer & Co.,  Inc. and CIBC Wood Gundy Corp. in November  1997.
Opco is a subsidiary of Canadian Imperial Bank of Commerce. The limited partners
of the Managing  General  Partner are Opco, MVP Holdings,  Inc. and BSW, Inc., a
Delaware corporation owned by John A. Balkoski, Philippe L. Sommer and Howard S.
Wachtler.  Alsacia Venture Management,  Inc. (the "Sub-Manager"),  a corporation
controlled by Philippe L. Sommer,  serves as the  sub-manager of the Partnership
pursuant to a sub-management  agreement between the Managing General Partner and
the  Sub-Manager.  The  Sub-Manager  has been  retained by the Managing  General
Partner to assist the Managing  General Partner in the performance of certain of
its duties to the Partnership.
In 1987, the Partnership  publicly offered 100,000 units of limited  partnership
interest (the  "Units") at $500 per Unit.  The Units were  registered  under the
Securities Act of 1933,  pursuant to a Registration  Statement on Form N-2 (File
No.  33-11926),  which was declared  effective on July 2, 1987. The  Partnership
held its initial  closing on  September  1, 1987 and  completed  the offering on
April 1, 1988, at which time it had accepted subscriptions for a total of 66,929
Units.  Gross capital  contributions to the Partnership from the public offering
totaled  $33,802,529,  including  $33,464,500  from the  limited  partners  (the
"Limited  Partners" and  collectively  with the Managing  General  Partner,  the
"Partners") and $338,029 from the Managing General Partner.

The Venture Capital Investments

The  Partnership  has invested  approximately  96% of the net proceeds  from the
offering of Units and will not make investments in any new portfolio  companies.
From  its  inception  to  December  31,  1998,  the   Partnership  had  invested
$28,718,270 in 23 portfolio companies,  including venture capital fees and other
acquisition costs totaling  $1,965,833.  The Managing General Partner is working
toward  the  ultimate  termination  of the  Partnership,  with  an  emphasis  on
liquidating  the  Partnership's  remaining  assets as soon as practical with the
goal of maximizing  returns to Partners.  During 1998, the Partnership  sold its
remaining  investments  in Exocell,  Inc. and Watson  Pharmaceuticals,  Inc. and
wrote-off  its  investment  in  Ultramed,  Inc.  These  and  other  transactions
affecting the Partnership's portfolio investments during 1998 are listed below.

o    During 1998, the Partnership sold 140,833 shares of Cortex Pharmaceuticals,
     Inc. common stock for $71,444, realizing a loss of $432,594.  Additionally,
     in December 1998, in a non-cash transaction,  the Partnership exchanged its
     75,000  preferred shares of Cortex for 7,359 shares of the company's common
     stock.

o    Due to a capital restructuring of Pharmaction  Holdings,  Ltd. during 1998,
     the Partnership's  option to purchase 147,476 ordinary shares was exchanged
     for 18,434 shares of ordinary stock and options to purchase 18,434 ordinary
     shares at $.20 per share expiring June 30, 2000.

o    In May 1998,  the  Partnership  exercised  its warrants to purchase  25,995
     common  shares of  UroCor,  Inc.  for  $93,679.  The  Partnership  paid the
     Managing General Partner a venture capital fee of $5,677 in connection with
     this  investment.  Additionally,  during 1998, the Partnership sold 165,000
     shares of UroCor,  Inc.  common  stock for  $821,679,  realizing  a gain of
     $372,952.

     o During 1998, the Partnership sold 284,403 ordinary shares of Xenova Group
     plc for $147,072, realizing a loss of $1,379,587.

o    During  1998,  the  Partnership  received  liquidating  cash  distributions
     totaling  $38,135  from  Argonaut  Medical,  Inc.,  resulting  in a gain of
     $8,028.

 o   In April 1998, the Partnership  sold its investment in Exocell,  Inc. for
     $150,000, realizing a loss of $617,296.

o    In August 1998, the Partnership sold its remaining investment in Watson  
     Pharmaceuticals,  Inc. for $811,395,  realizing a gain of $710,036.

o   In December 1998, the Partnership wrote-off its remaining investment in 
     Ultramed Inc., realizing a loss of $500,000.

From its inception  through  December 31, 1998, the Partnership had either fully
or partially liquidated portfolio investments with a cost of $27,867,060.  These
liquidated  investments  returned  $19,345,449  to  the  Partnership,  for a net
realized loss of  $8,521,611.  Additionally,  from its inception to December 31,
1998,  the  Partnership  earned  $492,776 of interest  and other income from its
portfolio investments. As a result, as of December 31, 1998, the Partnership had
a  cumulative  net  realized  loss  from  its  venture  capital  investments  of
$8,028,835. The Partnership's remaining investment portfolio, as of December 31,
1998,  consisted of investments in 5 portfolio  companies with an aggregate cost
of $851,210 and a fair value of $942,164.

Termination

The Managing  General Partner is working toward the ultimate  termination of the
Partnership,  with an emphasis on  liquidating  the remaining  assets as soon as
practical  with the goal of maximizing  returns to Partners.  The  Partnership's
originally scheduled  termination date was December 31, 1997, with provision for
extension for two additional two-year periods.  The Independent General Partners
determined not to extend the Partnership's  termination date. However,  pursuant
to the Partnership Agreement and Delaware Law, the Managing General Partner will
continue to manage the Partnership  through its date of liquidation,  which will
occur when it has satisfied all liabilities and obligations to creditors and has
sold,  distributed  or  otherwise  disposed  of  its  investments  in  portfolio
companies.

Competition

The  Partnership  encounters  competition  from other  entities  having  similar
investment  objectives.  Primary competition for venture capital investments has
been from venture  capital  partnerships,  venture  capital  affiliates of large
industrial  and financial  companies,  small business  investment  companies and
wealthy  individuals.  Competition has also been from foreign investors and from
large industrial and financial  companies investing directly rather than through
venture  capital  affiliates.  The Partnership has frequently been a co-investor
with other professional  venture capital investors and these  relationships have
expanded the  Partnership's  access to  investment  opportunities.  As discussed
above, the Partnership will not make any new portfolio investments.

Employees

The  Partnership  has no  employees.  The Managing  General  Partner,  under the
supervision  of the  Independent  General  Partners,  manages and  controls  the
Partnership's   venture  capital  investments.   The  Managing  General  Partner
performs,  or arranges for others to perform,  the management and administrative
services  necessary for the operation of the  Partnership and is responsible for
managing the Partnership's short-term investments.

Item 2.       Properties.

The Partnership does not own or lease physical properties.


Item 3.       Legal Proceedings.

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


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

No matter was submitted to a vote of security  holders during the fourth quarter
of the fiscal year covered by this report.




<PAGE>


                                     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 a public  market  for the  Units  will  develop.  Accordingly,
accurate  information  as to the market value of a Unit at any given date is not
available. The number of holders of Units as of March 16, 1999 was approximately
5,456.

In November,  1998 the General Partners approved a cash distribution to Partners
totaling  $3,042,227.  The  distribution was paid on January 22, 1999 to Limited
Partners of record on December 31, 1998.  Limited Partners received  $3,011,805,
or $45 per Unit, and the Managing  General Partner received  $30,422.  In August
1997, the General  Partners  approved a cash  distribution to Partners  totaling
$5,543,614. The distribution was paid on October 21, 1997 to Limited Partners of
record on September 30, 1997. Limited Partners received  $5,488,178,  or $82 per
Unit, and the Managing General Partner received  $55,436.  In November 1996, the
General Partners approved a cash  distribution to Partners totaling  $4,529,538.
The  distribution  was paid on January 30, 1997 to Limited Partners of record on
December 31, 1996.  Limited Partners received  $4,484,243,  or $67 per Unit, and
the Managing General Partner  received  $45,295.  Cumulative cash  distributions
paid to  Partners  from  inception  to December  31,  1998,  total  $18,826,148,
including  $18,637,887 to the Limited Partners,  or approximately  $278 per $500
Unit, and $188,261 to the Managing General Partner.

Pursuant to the Partnership's agreement of limited partnership,  as amended (the
"Partnership  Agreement"),  the  Partnership's net income and net realized gains
from all sources are allocated to all  Partners,  in proportion to their capital
contributions,  until all Partners have been allocated an amount equal to 6% per
annum, simple interest, on their total Adjusted Invested Capital; i.e., original
capital contributions reduced by previous distributions (the "Priority Return").
Thereafter,  net income and net realized gains from venture capital  investments
in excess of the amount used to cover the Priority  Return are  allocated 20% to
the  Managing  General  Partner and 80% to all Partners in  proportion  to their
capital  contributions.  Any net income from non-venture  capital investments in
excess of the  amount  used to cover the  Priority  Return is  allocated  to all
Partners in  proportion  to their  capital  contributions.  Realized  losses are
allocated to all Partners in proportion to their capital contributions. However,
if realized gains had been previously  allocated in the 80-20 ratio, then losses
are allocated in the reverse order in which profits were allocated.


<PAGE>


Item 6.       Selected Financial Data.

($ In Thousands, Except For Per Unit Information)
<TABLE>
                                                                           Years Ended December 31,
                                                           1998           1997            1996           1995           1994   
                                                       -----------     -----------    -----------    -----------    -----------
<S>                                                    <C>             <C>            <C>            <C>            <C>        
Total assets                                           $     4,465     $     5,275    $    17,722    $    16,018    $    14,671

Net assets                                                   1,344           5,166         12,998         15,855         14,533

Cost of portfolio investments purchased                         99               -            212            292            693

Cumulative cost of portfolio investments                    28,718          28,619         28,619         28,407         28,115

Cash distributions to Partners                               3,042           5,544          4,530              -              -

Cumulative cash distributions to Partners                   18,826          15,784         10,240          5,711          5,711

Net investment loss                                           (151)           (190)          (341)          (375)          (421)

Net realized (loss) gain from portfolio
   investments                                              (1,838)          1,305          1,706             65         (2,823)

Change in unrealized appreciation or
   depreciation of investments                               1,209          (3,404)           308          1,632           (618)

Change in net assets resulting from operations                (780)         (2,288)         1,672          1,323         (3,862)

PER UNIT OF LIMITED PARTNERSHIP INTEREST:*

Net asset value, including net unrealized
   appreciation or depreciation of investments              $   20         $    76        $   192         $  235        $   215

Net investment loss                                             (2)             (3)            (5)            (6)            (6)

Net realized (loss) gain on investments                        (27)             19             25              1            (42)

Change in unrealized appreciation or
   depreciation of investments                                  18             (50)             5             24             (9)

Cash distributions                                              45              82             67              -              -

Cumulative cash distributions                                  278             233            151             84             84
</TABLE>

*   Limited Partners were admitted to the Partnership in eight separate closings
    from  September 1, 1987 to April 1, 1988.  Per Unit amounts  shown above are
    based on average  allocations  to all  Limited  Partners  and do not reflect
    specific Limited Partner  allocations,  which are determined by the original
    closing date associated with the Units held by each Limited Partner.


<PAGE>


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

Liquidity and Capital Resources

As of  December  31,  1998,  the  Partnership  had  invested  $28,718,270  in 23
portfolio companies,  including venture capital fees and other acquisition costs
totaling  $1,965,833.  The  Partnership  has invested  approximately  96% of its
original $30 million of net proceeds  received  from the offering of Units.  The
Partnership  will not make  investments in new portfolio  companies and does not
expect to make follow-on  investments in its remaining portfolio companies.  The
Managing  General  Partner is working  toward the  ultimate  termination  of the
Partnership and will continue to manage the Partnership, with continued focus on
achieving  long-term  capital  appreciation  from  the  Partnership's  remaining
investment portfolio through the date of termination , which will occur when all
liabilities and obligations to creditors have been satisfied and all investments
in portfolio companies have been sold, distributed or otherwise disposed.

As  of  December  31,  1998,  the  Partnership  held  $2,594,280  in  short-term
securities   with  a  maturity  of  less  than  three  months  and  $872,751  in
interest-bearing cash accounts.  For the years ended December 31, 1998, 1997 and
1996, the Partnership  earned interest from such investments  totaling $107,391,
$187,003  and  $229,112,  respectively.  Interest  earned in future  periods  is
subject  to  fluctuations  in  short-term  interest  rates and  changes in funds
available for investment.

During the year ended December 31, 1998, the Partnership  received $2,027,622 in
proceeds from the  liquidation of certain  portfolio  investments,  as discussed
below. On January 22, 1999, the Partnership made a cash distribution to Partners
totaling  $3,042,227.  Limited  Partners of record on December 31, 1998 received
$3,011,805,  or $45 per Unit, and the Managing General Partner received $30,422.
Cumulative cash  distributions  paid to Partners from inception through December
31, 1998, total $18,637,887 to the Limited Partners,  or approximately  $278 per
$500 Unit, and $188,261 to the Managing General Partner.

It is anticipated that funds needed to cover the Partnership's  future operating
expenses will be obtained from existing cash reserves,  interest from short-term
investments and proceeds received from the sale of portfolio investments.

Results of Operations

For the year ended  December 31, 1998, the  Partnership  had a net realized loss
from  operations of $1,989,570.  For the years ended December 31, 1997 and 1996,
the  Partnership  had a net realized  gain from  operations  of  $1,115,493  and
$1,364,369, respectively. Net realized gain or loss from operations is comprised
of (i) net  realized  gain or loss  from  portfolio  investments  and  (ii)  net
investment   income  or  loss  (interest  and  dividend  income  less  operating
expenses).

Realized  Gains and  Losses  from  Portfolio  Investments  - For the year  ended
December 31,  1998,  the  Partnership  had a net  realized  loss from  portfolio
investments  of  $1,838,461.  During 1998,  the  Partnership  sold the following
publicly-traded securities:  165,000 common shares of UroCor, Inc. for $821,679,
realizing a gain of $372,952;  140,833 common shares of Cortex  Pharmaceuticals,
Inc.  for  $71,444,  realizing a loss of $432,594;  284,403  ordinary  shares of
Xenova Group plc for $147,072, realizing a loss of $1,379,587; and its remaining
16,248 common shares of Watson Pharmaceuticals,  Inc. for $811,395,  realizing a
gain of $710,036.  Also during 1998, the Partnership  received  liquidating cash
distributions  totaling $38,135 from Argonaut Medical, Inc., resulting in a gain
of  $8,028,  and sold its  investment  in  Exocell,  Inc.  for net  proceeds  of
$150,000,  realizing a loss of $617,296.  Finally,  during 1998, the Partnership
wrote-off its remaining $500,000  investment in Ultramed,  Inc. due to continued
financial and operating difficulties at the company.

For the year ended  December 31, 1997, the  Partnership  had a net realized gain
from portfolio investments of $1,305,201.  During 1997, the Partnership sold the
following publicly-traded securities:  100,000 common shares of UroCor, Inc. for
$928,954,  realizing a gain of $439,486;  its remaining 125,404 common shares of
Somatogen, Inc. for $666,660,  realizing a gain of $9,466; 100,197 common shares
of Watson Pharmaceuticals,  Inc. for $3,896,375, realizing a gain of $2,646,329;
its remaining  3,926 common shares of HBO & Co., Inc. for $244,385,  realizing a
gain of  $78,451;  and its  remaining  294,953  ordinary  shares of  Pharmaction
Holding, Ltd. for $36,509,  realizing a loss of $213,491.  Also during 1997, the
Partnership received cash distributions from Argonaut Medical.,  Inc. and Nimbus
Medical,  L.P.  totaling  $149,947,  resulting  in a realized  gain of  $28,887.
Finally,  during  1997,  the  Partnership  wrote-off  its  remaining  $1,683,927
investment in Aprogenex,  Inc.,  due to an  announcement  indicating  additional
financing to support continued operations was not available to the company.

For the year ended  December 31, 1996, the  Partnership  had a net realized gain
from portfolio  investments of $1,705,622.  In May 1996, in connection  with the
merger of Corvita Corporation and a wholly-owned  subsidiary of Pfizer Inc., the
Partnership  sold its investment in Corvita for $4,330,318,  realizing a gain of
$1,935,521.  Additionally,  Nimbus  Medical,  Inc.  was sold during 1996 and the
surviving entity was renamed Argonaut Medical,  Inc. As a result of the sale and
transfer of the company's assets,  the Partnership  recorded a $229,899 realized
loss on its  investment  in  Argonaut,  reflecting  a partial  write-off  of its
original investment in the company.

Investment  Income  and  Expenses  - Net  investment  loss for the  years  ended
December  31,  1998,  1997  and  1996  was  $151,109,   $189,708  and  $341,253,
respectively.  The $38,599  decrease in net investment loss for 1998 compared to
1997 resulted from a $106,865 decrease in operating expenses partially offset by
a $68,266  decrease in  investment  income for 1998.  The reduction in operating
expenses includes a $103,910 decrease in the management fee, as discussed below,
and an $11,739 decrease in insurance expense due to reduced liability  insurance
premiums.  These decreases in operating expenses were partially offset by slight
increases in professional fees, mailing and printing and miscellaneous  expenses
for the 1998 period  compared to the 1997  period.  The  decrease in  investment
income  primarily  resulted  from a $79,612  decrease  in  interest  earned from
short-term  investments,  primarily  related  to the  reduced  amount  of  funds
available  for such  investments  during the 1998 period as compared to the same
period in 1997.

The $151,545  decrease in net investment loss for 1997 compared to 1996 resulted
from a $216,741  decrease in operating  expenses  partially  offset by a $65,196
decrease in  investment  income for 1997.  The  reduction in operating  expenses
includes a $125,497  decrease in the management fee, as discussed  below,  and a
$61,018  decrease in professional  fees primarily due to legal costs relating to
the  preparation of a proxy  statement in connection  with a Special  Meeting of
Limited  Partners  held on June 21,  1996.  The  decrease in  investment  income
includes a $42,109  decrease in interest  income  from  short-term  investments,
primarily related to the reduced balance of funds available for such investments
during 1997 as compared to 1996. Additionally, a negative variance of $23,087 in
interest income from portfolio  investments for 1997 compared to 1996, primarily
was due to the write-off in 1997 of $21,872 of accrued interest  relating to the
promissory  note due from  Aprogenex.  Such accrued  interest was written-off in
conjunction  with the  write-off of the  Partnership's  investment  in Aprogenex
during 1997, as discussed above.

Pursuant to a  management  agreement  between the  Partnership  and the Managing
General Partner, the Managing General Partner is responsible for the management,
administrative  and  certain  investment  advisory  services  necessary  for the
operation of the  Partnership.  For such services,  the Managing General Partner
receives  a  management  fee at the  annual  rate of 2% of the lesser of the net
assets of the  Partnership or the net  contributed  capital of the  Partnership;
i.e., gross capital contributions, net of selling commissions and organizational
expenses,  reduced by capital  distributed.  Such fee is determined  and payable
quarterly.  For the years ended December 31, 1998, 1997 and 1996, the management
fee was $85,794, $189,704 and $315,201,  respectively. The steady decline in the
management  fee  reflects  the  reduced  net  asset  value  of the  Partnership,
resulting  from  the  continuing  liquidation  of  the  Partnership's  remaining
portfolio investments during 1998 and 1997 and the subsequent cash distributions
paid or accrued during such years. The management fee is expected to continue to
decline in future periods as the Partnership's  remaining portfolio  investments
are liquidated and additional  distributions are paid to Partners. To the extent
possible,  the management fee and other  operating  expenses are paid with funds
provided  from  operations.  Funds  provided from  operations  are obtained from
interest received from short-term investments, interest and dividend income from
portfolio investments and proceeds from the sale of portfolio investments.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  or
Depreciation  of Portfolio  Investments - For the year ended  December 31, 1998,
the Partnership had a $1,209,249 favorable net change in unrealized depreciation
of  investments  primarily  resulting  from the net transfer of $1,541,752  from
unrealized  loss to realized loss in connection  with the portfolio  investments
liquidated  during the year,  as  discussed  above.  Partially  offsetting  this
favorable  change was a $332,503 net downward  revaluation of the  Partnership's
publicly-traded securities during 1998.

For  the  year  ended  December  31,  1997,  the  Partnership  had a  $3,403,977
unfavorable  net change in unrealized  depreciation  of  investments,  primarily
resulting  from a $2,391,035  net downward  revaluation  of its  publicly-traded
portfolio  securities  during 1997.  Additionally,  during 1997,  $1,012,942 was
transferred  from  unrealized  gain to  realized  gain in  connection  with  the
portfolio securities liquidated during the year, as discussed above.

For the year ended December 31, 1996, the Partnership  had a $307,960  favorable
net change in unrealized depreciation of investments, primarily resulting from a
$436,902 net upward  revaluation  of its  publicly-traded  portfolio  securities
during 1997.  Partially  offsetting the upward revaluation was a net transfer of
$128,942 from unrealized  gain to realized in connection with the  Partnership's
liquidation of certain portfolio securities during the year, as discussed above.

Net Assets - Changes to net assets resulting from operations is comprised of (i)
net realized  gain or loss from  operations  and (ii) changes to net  unrealized
appreciation or depreciation of portfolio investments.

As  of  December  31,  1998,  the  Partnership's  net  assets  were  $1,343,502,
reflecting a decrease of $3,822,548 from net assets of $5,166,050 as of December
31, 1997. This decrease in net assets reflects the $3,042,227 cash  distribution
and the  $780,321  net  decrease in net assets  from  operations  for 1998.  The
decrease in net assets from  operations  was  comprised  of the  $1,989,570  net
realized loss from operations partially offset by the $1,209,249 increase to net
unrealized appreciation of investments for 1998.

As  of  December  31,  1997,  the  Partnership's  net  assets  were  $5,166,050,
reflecting  a  decrease  of  $7,832,098  from net  assets of  $12,998,148  as of
December 31, 1996.  This  decrease in net assets  reflects the  $5,543,614  cash
distribution  and the $2,288,484 net decrease in net assets from  operations for
1997. The decrease in net assets from operations was comprised of the $3,403,977
decrease to net unrealized  appreciation of investments  partially offset by the
$1,115,493 net realized gain from operations for 1997.

As of  December  31,  1996,  the  Partnership's  net  assets  were  $12,998,148,
reflecting  a  decrease  of  $2,857,209  from net  assets of  $15,855,357  as of
December 31, 1995.  This  decrease in net assets  reflects the  $4,529,538  cash
distribution  partially offset by the $1,672,329 net increase in net assets from
operations for 1996. The decrease in net assets from operations was comprised of
the  $1,364,369 net realized gain from  operations and the $307,960  increase to
net unrealized appreciation of investments for 1996.

As of  December  31,  1998,  1997 and 1996,  the net asset  value per $500 Unit,
including an  allocation  of net  unrealized  appreciation  or  depreciation  of
portfolio  investments,  was  $20,  $76 and  $192,  respectively.  Such per Unit
amounts  are based on average  allocations  to all Limited  Partners  and do not
reflect  specific  Limited  Partner  allocations,  which are  determined  by the
original closing date associated with the Units held by each Limited Partner.

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  Managing  General  Partner is  responsible  to  provide or arrange  for the
provision of  administrative  services  necessary  to support the  Partnership's
operations.   The  Managing  General  Partner  has  arranged  for  Palmeri  Fund
Administrators, Inc. (the "Administrator") to provide certain 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 Managing General Partner.

The  Administrator  is currently  assessing  its computer  hardware and software
systems,  specifically as they relate to the operations of the  Partnership.  As
part of this  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  Managing  General  Partner  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 Managing General
Partner  is  continuing  to assess  the  impact of Y2K  concerns  affecting  its
portfolio  companies.  However,  the extent to which any  potential Y2K problems
could affect the valuations of these companies is presently unknown.

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk

The  Partnership  is subject to market risk arising from changes in the value of
its portfolio  investments  and  interest-bearing  cash  equivalents,  including
short-term securities,  which may result from fluctuations in interest rates and
equity  prices.  The  Partnership  has calculated its market risk related to its
holdings  of these  investments  based on changes in  interest  rates and equity
prices utilizing a sensitivity analysis.  The sensitivity analysis estimates the
hypothetical  change in fair values, cash flows and earnings based on an assumed
10% change  (increase  or  decrease)  in interest  rates and equity  prices.  To
perform the  sensitivity  analysis,  the assumed 10% change is applied to market
rates  and  prices  on  investments  held by the  Partnership  at the end of the
accounting period.

The Partnership's  portfolio investments had an aggregate fair value of $942,164
as of December 31, 1998. An assumed 10% decline from this December 31, 1998 fair
value,  including an assumed 10% decline of the per share  market  prices of the
Partnership's  publicly-traded  securities,  would  result in a reduction to the
fair value of such investments and an unrealized loss of $94,216.

As of December 31, 1998, the  Partnership  held one  short-term  investment in a
discounted  commercial  paper  instrument with a remaining  maturity of 15 days.
This  short-term  investment  was  carried  at an  aggregate  amortized  cost of
$2,594,280  as of  December  31,  1998.  An assumed  10%  increase in the market
interest  rate of such  short-term  investment  held  by the  Partnership  as of
December  31,  1998,  would  result  in a  reduction  to the fair  value of such
investment and an unrealized loss which is considered to be immaterial.

Market risk relating to the  Partnership's  interest-bearing  cash  equivalents 
 held as of December 31, 1998 is considered to be immaterial.


<PAGE>


Item 8.       Financial Statements and Supplementary Data.


                         WESTMED VENTURE PARTNERS, L.P.
                                      INDEX


Independent Auditors' Report

Balance Sheets as of December 31, 1998 and 1997

Schedule of Portfolio Investments as of December 31, 1998

Schedule of Portfolio Investments as of December 31, 1997

Statements of Operations for the years ended December 31, 1998, 1997 and 1996

Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996

Statements of Changes in Partners' Capital for the years ended December 31, 
1996, 1997 and 1998

Notes to Financial Statements

NOTE - All other  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>


INDEPENDENT AUDITORS' REPORT

WestMed Venture Partners, L.P.:

We have audited the  accompanying  balance sheets of WestMed  Venture  Partners,
L.P. (the "Partnership"),  including the schedules of portfolio investments,  as
of December 31, 1998 and 1997, and the related  statements of  operations,  cash
flows,  and  changes in  partners'  capital  for each of the three  years in the
period  ended   December  31,  1998.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1998 and 1997 by correspondence
with the custodian;  where  confirmation  was not possible,  we performed  other
audit  procedures.  An audit also includes  assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of WestMed Venture Partners,  L.P. at December
31,  1998 and 1997,  and the results of its  operations,  its cash flows and the
changes in its partners' capital for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements  include  securities valued at
$170,981  and   $1,458,809   at  December  31,  1998  and  1997,   respectively,
representing  13% and 28% of net assets,  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 estimate of value of such securities
and have  inspected  underlying  documentation,  and, in the  circumstances,  we
believe  the  procedures  are  reasonable  and  the  documentation  appropriate.
However,  because of the inherent  uncertainty  of  valuation,  those  estimated
values may differ  significantly from the values that would have been used had a
ready market for the securities existed, and the differences could be material.


Deloitte & Touche LLP


New York, New York
March 24, 1999



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
BALANCE SHEETS
December 31,
<TABLE>


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


ASSETS

Portfolio investments, at fair value (cost $851,210 as of
<S>         <C> <C>      <C>                       <C> <C>                                <C>                  <C>             
   December 31, 1998 and $4,630,040 as of December 31, 1997)                              $        942,164     $      3,511,745
Cash and cash equivalents                                                                        3,467,031            1,725,666
Receivable from securities sold                                                                     12,103                    -
Prepaid insurance                                                                                   42,382               37,451
Accrued interest receivable                                                                          1,420                  635
                                                                                          ----------------     ----------------

TOTAL ASSETS                                                                              $      4,465,100     $      5,275,497
                                                                                          ================     ================




LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Cash distribution payable                                                                 $      3,042,227     $              -
Accounts payable and accrued expenses                                                               58,120               73,487
Due to Managing General Partner                                                                     11,251               25,960
Due to Independent General Partners                                                                 10,000               10,000
                                                                                          ----------------     ----------------
   Total liabilities                                                                             3,121,598              109,447
                                                                                          ----------------     ----------------

Partners' Capital:
Managing General Partner                                                                            13,438               51,664
Limited Partners (66,929 Units)                                                                  1,330,064            5,114,386
                                                                                          ----------------     ----------------
   Total Partners' Capital                                                                       1,343,502            5,166,050
                                                                                          ----------------     ----------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                   $      4,465,100     $      5,275,497
                                                                                          ================     ================
</TABLE>

See notes to financial statements.



<PAGE>




WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1998
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Active Portfolio Investments:
                                                                     Initial Investment
Company / Position                                                          Date                   Cost              Fair Value
Cortex Pharmaceuticals, Inc.(A) (B)
<C>                                                                          <C>             <C>                <C>            
7,359 shares of Common Stock                                             May 1988            $        53,030    $         4,829
-------------------------------------------------------------------------------------------------------------------------------
MNI Group Inc.(A)
211,973 shares of Common Stock                                           Sept. 1987                  451,457             11,261
-------------------------------------------------------------------------------------------------------------------------------
Pharmaction Holdings, Ltd.(A) (C)
18,434 shares of ordinary stock                                          Sept. 1987                        0              1,469
Options to purchase 18,434 ordinary shares                                                                 0                  0
                                                                                              --------------    ---------------
  at $.20 per share expiring 6/30/00                                                                       0              1,469
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.(A) (D)
145,977 shares of Common Stock                                           May 1991                    258,419            914,031
-------------------------------------------------------------------------------------------------------------------------------
Xenova Group plc* (A) (E)
20,000 Ordinary shares                                                   Aug. 1988                    88,304             10,574
-------------------------------------------------------------------------------------------------------------------------------
Totals From Active Portfolio Investments                                                      $      851,210    $       942,164
                                                                                              =================================


SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(F)

                                                                                   Cost         Realized Loss            Return
Totals From Liquidated Portfolio Investments(G)                          $   27,867,060       $   (8,521,611)   $    19,345,449
                                                                         ======================================================

                                                                                                Combined               Combined
                                                                                             Unrealized and          Fair Value
                                                                                 Cost       Realized Net Loss        and Return
Totals From Active and Liquidated Portfolio Investments                  $   28,718,270       $   (8,430,657)   $    20,287,613
                                                                         ======================================================
</TABLE>

(A) Public company

(B) During 1998, the Partnership sold 140,833 shares of Cortex  Pharmaceuticals,
    Inc. common stock for $71,444,  realizing a loss of $432,594.  Additionally,
    in December 1998, in a non-cash  transaction,  the Partnership exchanged its
    75,000  preferred  shares of Cortex for 7,359 shares of the company's common
    stock.

(C) Due to a capital  restructuring of Pharmaction  Holdings,  Ltd. during 1998,
    the  Partnership's  option to purchase 147,476 ordinary shares was exchanged
    for 18,434 shares of ordinary stock and options to purchase  18,434 ordinary
    shares at $.20 per share expiring 6/30/00.

(D) In May 1998,  the  Partnership  exercised  its  warrants to purchase  25,995
    common shares of UroCor, Inc. for $93,679. The Partnership paid the Managing
    General  Partner a venture  capital  fee of $5,677 in  connection  with this
    investment.  Additionally,  during 1998, the Partnership sold 165,000 shares
    of UroCor, Inc. common stock for $821,679, realizing a gain of $372,952.


<PAGE>


WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS - continued
December 31, 1998

(E) During 1998, the  Partnership  sold 284,403  ordinary shares of Xenova Group
plc for $147,072, realizing a loss of $1,379,587.

(F) Amounts  provided  for  "Supplemental   Information:   Liquidated  Portfolio
    Investments"  are cumulative from inception  through  December 31, 1998. See
    Note 6 of  notes to  financial  statements  for  portfolio  sales  completed
    subsequent to December 31, 1998.

(G)  During  the year  the  following  additional  portfolio  transactions  were
completed:

o       During 1998, the Partnership  received  liquidating  cash  distributions
        totaling  $38,135 from Argonaut  Medical,  Inc.,  resulting in a gain of
        $8,028.
o        During April 1998, the Partnership sold its investment in Exocell, Inc.
          for $150,000, realizing a loss of $617,296.
o        During  August 1998,  the  Partnership  sold its  remaining  investment
            in Watson  Pharmaceuticals,  Inc. for $811,395, realizing a gain of
           $710,036.
o        In December 1998, the Partnership wrote-off its remaining investment 
          in Ultramed Inc., realizing a loss of $500,000.

* May be deemed  an  affiliated  person of the  Partnership  as  defined  in the
Investment Company Act of 1940.

See notes to financial statements.


<PAGE>



WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS
December 31, 1997
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Active Portfolio Investments:
                                                                     Initial Investment
Company / Position                                                          Date                   Cost              Fair Value
Cortex Pharmaceuticals, Inc.(A)
<C>                                                                          <C>             <C>                <C>            
140,833 shares of Common Stock                                           May 1988            $       504,038    $       211,250
75,000 shares of Preferred Stock                                                                      53,030             11,039
                                                                                             ---------------    ---------------
                                                                                                     557,068            222,289
-------------------------------------------------------------------------------------------------------------------------------
Exocell, Inc.*
598,083 shares of Preferred Stock                                        Feb. 1988                   714,266            100,000
Convertible note due upon demand                                                                      53,030             50,000
                                                                                             ---------------    ---------------
                                                                                                     767,296            150,000
-------------------------------------------------------------------------------------------------------------------------------
MNI Group Inc.(A)
211,973 shares of Common Stock                                           Sept. 1987                  451,457             64,684
-------------------------------------------------------------------------------------------------------------------------------
Argonaut Medical, Inc.
200,709 shares of Common Stock                                           Apr. 1988                    30,107             30,107
   Nimbus Medical, L.P.
   38,340 units of limited partnership interest                                                            0                  0
                                                                                             ---------------    ---------------
                                                                                                      30,107             30,107
-------------------------------------------------------------------------------------------------------------------------------
Pharmaction Holdings, Ltd.(A)
Option to purchase 147,476 shares of Common Stock
   at $.20 per share, expiring 3/31/99                                   Sept. 1987                        0                  0
-------------------------------------------------------------------------------------------------------------------------------
Ultramed, Inc.
1,850,904 shares of Common Stock                                         Oct. 1987                   492,500            150,000
12% promissory note                                                                                    7,500              7,500
                                                                                              --------------    ---------------
                                                                                                     500,000            157,500
-------------------------------------------------------------------------------------------------------------------------------
UroCor, Inc.(A)
284,982 shares of Common Stock                                           May 1991                    607,790          1,763,468
Warrant to purchase 8,000 shares of Common Stock
   at $1.25 per share, expiring 2/13/01                                                                    0             39,504
Warrant to purchase 8,995 shares of Common Stock
   at $4.30 per share, expiring 10/18/98                                                                   0             16,983
Warrant to purchase 9,000 shares of Common Stock
   at $5.00 per share, expiring 6/2/00                                                                     0             10,692
                                                                                             ---------------    ---------------
                                                                                                     607,790          1,830,647
-------------------------------------------------------------------------------------------------------------------------------
Watson Pharmaceuticals, Inc. (A)
16,248 shares of Common Stock                                            Jan. 1989                   101,359            474,347
-------------------------------------------------------------------------------------------------------------------------------
Xenova Group plc* (A)
304,403 Ordinary shares                                                  Aug. 1988                 1,614,963            582,171
-------------------------------------------------------------------------------------------------------------------------------
Totals From Active Portfolio Investments                                                      $    4,630,040    $     3,511,745

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


<PAGE>

<TABLE>

WESTMED VENTURE PARTNERS, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS - continued
December 31, 1997


SUPPLEMENTAL INFORMATION: LIQUIDATED PORTFOLIO INVESTMENTS(B)

                                                                                   Cost         Realized Loss            Return

<S>                                                                      <C>                  <C>               <C>            
Totals From Liquidated Portfolio Investments                             $   23,988,874       $   (6,683,150)   $    17,305,724
                                                                         ======================================================

                                                                                                Combined               Combined
                                                                                             Unrealized and          Fair Value
                                                                                 Cost       Realized Net Loss        and Return

Totals From Active and Liquidated Portfolio Investments                  $   28,618,914       $   (7,801,445)   $    20,817,469
                                                                         ======================================================

</TABLE>

(A) Public company

(B) Amounts  provided  for  "Supplemental   Information:   Liquidated  Portfolio
    Investments" are cumulative from inception through December 31, 1997.


* May be deemed  an  affiliated  person of the  Partnership  as  defined  in the
Investment Company Act of 1940.

See notes to financial statements.


<PAGE>
<TABLE>


 WESTMED VENTURE PARTNERS, L.P.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,


                                                                                 1998             1997               1996      
                                                                           --------------     --------------    ---------------

INVESTMENT INCOME AND EXPENSES


   Income:
<S>                                                                        <C>                <C>                <C>           
   Interest from short-term investments                                    $      107,391     $       187,003    $      229,112
   Interest and dividend income from portfolio investments                              -             (11,346)           11,741
                                                                           --------------     ---------------    --------------
    Total investment income                                                      107,391             175,657           240,853
                                                                           --------------     ---------------    --------------

   Expenses:
   Management fee                                                                  85,794             189,704           315,201
   Professional fees                                                               62,796              60,898           121,916
   Mailing and printing                                                            35,141              29,718            49,381
   Insurance expense                                                               60,430              72,169            74,579
   Custodial fees                                                                   2,100               2,626             5,280
   Independent General Partners' fees                                              10,000              10,000            12,377
   Miscellaneous                                                                    2,239                 250             3,372
                                                                           --------------     ---------------    --------------
     Total investment expenses                                                    258,500             365,365           582,106
                                                                           --------------     ---------------    --------------

NET INVESTMENT LOSS                                                              (151,109)           (189,708)         (341,253)

Net realized (loss) gain from portfolio investments                            (1,838,461)          1,305,201         1,705,622
                                                                           --------------     ---------------    --------------

NET REALIZED (LOSS) GAIN FROM OPERATIONS                                       (1,989,570)          1,115,493         1,364,369

Change in unrealized appreciation or depreciation
   of investments                                                               1,209,249          (3,403,977)          307,960
                                                                           --------------     ---------------    --------------

NET (DECREASE) INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                                               $     (780,321)    $    (2,288,484)   $    1,672,329
                                                                           ==============     ===============    ==============

</TABLE>

See notes to financial statements.



<PAGE>

<TABLE>


WESTMED VENTURE PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,


                                                                                 1998                1997            1996      
                                                                            -------------      --------------   ---------------

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                         <C>                <C>              <C>             
Net investment loss                                                         $     (151,109)    $     (189,708)  $      (341,253)

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

(Increase) decrease in prepaid insurance and
   accrued interest receivable                                                      (5,716)            14,992           (13,990)
(Decrease) increase in payables                                                    (30,076)           (84,804)           31,567
                                                                            --------------     --------------   ---------------
Cash used for operating activities                                                (186,901)          (259,520)         (323,676)
                                                                            --------------     --------------   ---------------

CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES

Proceeds from the sale of portfolio investments                                  1,989,487          5,772,883         4,330,318
Liquidating distributions received                                                  38,135                  -                 -
Cost of portfolio investments purchased                                            (99,356)                 -          (212,120)
Cash distribution from investment in Limited Partnership                                 -            149,947            30,289
                                                                            --------------     --------------   ---------------
Cash provided from investing activities                                          1,928,266          5,922,830         4,148,487
                                                                            --------------     --------------   ---------------

CASH FLOWS USED FOR FINANCING ACTIVITIES

Cash distributions paid to Partners                                                      -        (10,073,152)                -
                                                                            --------------     --------------   ---------------

Increase (decrease) in cash and cash equivalents                                 1,741,365         (4,409,842)        3,824,811
Cash and cash equivalents at beginning of year                                   1,725,666          6,135,508         2,310,697
                                                                            --------------     --------------   ---------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                    $    3,467,031     $    1,725,666   $     6,135,508
                                                                            ==============     ==============   ===============

</TABLE>

See notes to financial statements.


<PAGE>

<TABLE>

WESTMED VENTURE PARTNERS, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 1996, 1997 and 1998


                                    Managing
                                                             General                   Limited
                                                             Partner                  Partners                      Total     

<S>                    <C> <C>                            <C>                      <C>                        <C>             
Balance as of December 31, 1995                           $    158,557             $    15,696,800            $     15,855,357

Net increase in net assets resulting
    from operations                                             16,723                   1,655,606                   1,672,329

Accrued cash distribution, paid
    January 30, 1997                                           (45,295)                 (4,484,243)                 (4,529,538)
                                                          ------------             ---------------            ----------------

Balance as of December 31, 1996                                129,985                  12,868,163(A)               12,998,148

Net decrease in net assets resulting
    from operations                                            (22,885)                 (2,265,599)                 (2,288,484)

Cash distribution, paid October 21, 1997                       (55,436)                 (5,488,178)                 (5,543,614)
                                                          ------------             ---------------            ----------------

Balance as of December 31, 1997                                 51,664                   5,114,386(A)                5,166,050

Net decrease in net assets resulting
    from operations                                             (7,804)                   (772,517)                   (780,321)

Accrued cash distribution, paid
    January 22, 1999                                           (30,422)                 (3,011,805)                 (3,042,227)
                                                          ------------             ---------------            ----------------

Balance as of December 31, 1998                           $     13,438             $     1,330,064(A)         $      1,343,502
                                                          ============             ===============            ================

</TABLE>


(A)  The net asset value per unit of limited partnership interest,  including an
     allocation of net unrealized  appreciation  or depreciation of investments,
     was  $20,  $76,  and  $192  as  of  December  31,  1998,   1997  and  1996,
     respectively. Such per unit amounts are based on average allocations to all
     limited partners and do not reflect  specific limited partner  allocations,
     which are determined by the original closing date associated with the units
     of limited partnership interest held by each limited partner.


See notes to financial statements.


<PAGE>


WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS

1.     Organization and Purpose

WestMed Venture Partners, L.P. (the "Partnership") was formed under Delaware law
on February 5, 1987. The Partnership  operates as a business development company
under the  Investment  Company Act of 1940,  as amended.  The  Partnership  is a
closed-end  investment  fund and  accordingly  its units of limited  partnership
interest  ("Units")  are not  redeemable.  A total of 66,929  Units were sold to
limited partners (the "Limited  Partners" and together with the Managing General
Partner (as hereinafter defined), the "Partners") at $500 per Unit.

     The  general  partners of the  Partnership  include  two  individuals  (the
"Independent  General  Partners")  and the  managing  general  partner,  WestMed
Venture Management,  L.P., a Delaware limited partnership (the "Managing General
Partner" and collectively with the Independent  General  Partners,  the "General
Partners").  The  general  partner of the  Managing  General  Partner is Medical
Venture Holdings,  Inc., a Delaware corporation affiliated with CIBC Oppenheimer
Corp.  ("Opco")  (formerly  Oppenheimer  & Co.,  Inc.).  Opco  is the  successor
corporation to Oppenheimer & Co., Inc., following the acquisition and subsequent
merger of  Oppenheimer & Co.,  Inc. and CIBC Wood Gundy Corp. in November  1997.
Opco is a subsidiary of Canadian Imperial Bank of Commerce. The limited partners
of the Managing  General  Partner are Opco, MVP Holdings,  Inc. and BSW, Inc., a
Delaware corporation owned by John A. Balkoski, Philippe L. Sommer and Howard S.
Wachtler.  Alsacia Venture Management,  Inc. (the "Sub-Manager"),  a corporation
controlled by Philippe L. Sommer,  serves as the  sub-manager of the Partnership
pursuant to a sub-management  agreement between the Managing General Partner and
the  Sub-Manager.  The  Sub-Manager  has been  retained by the Managing  General
Partner to assist the Managing  General Partner in the performance of certain of
its duties to the Partnership.

The Partnership's  objective is to achieve  long-term capital  appreciation from
its portfolio of venture capital investments, consisting of companies engaged in
the health care industry.  The Partnership's  originally  scheduled  termination
date was December 31, 1997,  with provision for extension for two additional two
year  periods.   The  General   Partners  have  determined  not  to  extend  the
Partnership's  termination date. However,  pursuant to the Partnership Agreement
(as  hereinafter  defined) and Delaware Law, the Managing  General  Partner will
continue to manage the Partnership  through its date of liquidation,  which will
occur when it has satisfied all liabilities and obligations to creditors and has
sold,  distributed  or  otherwise  disposed  of  its  investments  in  portfolio
companies.

2.     Summary of Significant Accounting Policies

Valuation of  Investments - Portfolio  investments  are carried at fair value as
determined  quarterly by the Managing  General  Partner under the supervision of
the Independent  General  Partners.  The fair value of  publicly-held  portfolio
securities  is adjusted to the closing  public market price for the last trading
day of the accounting period discounted for sales restrictions,  if any. Factors
considered in the determination of an

<PAGE>


WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - continued

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 of the portfolio  company under  consideration
or is greater than a 5% shareholder thereof, 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  (i) to reflect  meaningful  third-party  transactions  in the  private
market and (ii) to reflect  significant  progress or slippage in the development
of the company's  business such that cost no longer  reflects fair value.  As of
December  31, 1998,  the  financial  statements  include  investments  valued at
$170,981  (13% of Partner's  Capital)  whose  values have been  estimated by the
Manager.  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. For portfolio  investments,  transactions are recorded as of the date on
which the Partnership  obtains an enforceable  right to demand the securities or
payment thereof. Realized gains and losses on investments sold are computed on a
specific identification basis.

Statements  of  Cash  Flows  - Cash  and  cash  equivalents  include  short-term
interest-bearing   investments  in  commercial  paper  and  other  money  market
investments. The Partnership also considers its interest-bearing cash account to
be cash equivalents.

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  tax
returns.  The Partnership's net assets for financial  reporting  purposes differ
from its net assets for tax purposes. Net unrealized  depreciation of $90,954 at
December 31, 1998, which was recorded for financial statement purposes,  has not
been recognized for tax purposes.  Additionally,  from inception to December 31,
1998, other timing differences  totaling $9.2 million,  relating to net realized
losses,  original sales  commissions  paid and other costs of selling the Units,
have been recorded on the  Partnership's  financial  statements but have not yet
been deducted for tax purposes.

Reclassifications  - Certain  reclassifications  were  made to the prior  period
financial statements in order to conform to the current period presentation.



<PAGE>


WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - continued

3.     Allocations of Partnership Profits and Losses

Pursuant to the Partnership's agreement of limited partnership,  as amended (the
"Partnership  Agreement"),  the  Partnership's net income and net realized gains
from all sources are allocated to all  Partners,  in proportion to their capital
contributions,  until all Partners have been allocated an amount equal to 6% per
annum, simple interest, on their total Adjusted Invested Capital; i.e., original
capital contributions reduced by previous distributions (the "Priority Return").
Thereafter,  net income and net realized gains from venture capital  investments
in excess of the amount used to cover the Priority  Return are  allocated 20% to
the  Managing  General  Partner and 80% to all Partners in  proportion  to their
capital  contributions.  Any net income from non-venture  capital investments in
excess of the  amount  used to cover the  Priority  Return is  allocated  to all
Partners in  proportion  to their  capital  contributions.  Realized  losses are
allocated to all Partners in proportion to their capital contributions. However,
if realized gains had been previously  allocated in the 80-20 ratio, then losses
are  allocated in the reverse order in which  profits were  allocated.  From its
inception to December 31, 1998, the  Partnership had a net realized loss of $8.0
million  from its venture  capital  investments,  including  interest  and other
income from portfolio investments totaling $493,000.

4.     Related Party Transactions

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a one-time venture capital fee equal to 5% of the gross proceeds from
the sale of Units. Such fee is incurred as portfolio investments are made in the
proportion to the cost of each portfolio investment to the net proceeds from the
sale of Units. Venture capital fees incurred are recorded as a cost of acquiring
the portfolio investments. For the year ended December 31, 1998, the Partnership
incurred  venture  capital  fees of $5,677.  There were no venture  capital fees
incurred for the year ended  December 31, 1997.  For the year ended December 31,
1996,  the  Partnership  incurred  venture  capital fees of $12,120.  Cumulative
venture  capital fees incurred from  inception to December 31, 1998 totaled $1.6
million.

Pursuant to a  management  agreement  between the  Partnership  and the Managing
General Partner, the Managing General Partner is responsible for the management,
administrative  and  certain  investment  advisory  services  necessary  for the
operation of the  Partnership.  For such services,  the Managing General Partner
receives  a  management  fee at the  annual  rate of 2% of the lesser of the net
assets of the  Partnership or the net  contributed  capital of the  Partnership;
i.e., gross capital contributions to the Partnership (net of selling commissions
and  organizational  expenses)  reduced  by  capital  distributed.  Such  fee is
determined and payable  quarterly.  The  compensation of the Sub-Manager is paid
directly by the Managing General Partner.

For services  rendered to the Partnership,  each of the two Independent  General
Partners  receives a $5,000 annual fee and  reimbursement  for all out-of-pocket
expenses relating to attendance at meetings of the General Partners.

5.     Classification of Investments

As  of  December  31,  1998,  the  Partnership's   portfolio   investments  were
categorized as follows:
<TABLE>
                                                                                                             Percentage of
Type of Investments                                        Cost                    Fair Value               of Net Assets*
-------------------                                  ----------------           ---------------             --------------
<S>                                                  <C>                        <C>                            <C>   
Common Stock                                         $        851,210           $       942,164                70.13%
                                                     ================           ===============                ======
</TABLE>


<PAGE>


WESTMED VENTURE PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS - continued

5.       Classification of Investments - continued
<TABLE>


Country/Geographic Region
<S>                                                  <C>                        <C>                             <C>  
Eastern U.S.                                         $        451,457           $        11,261                 0.84%
Midwestern U.S.                                               258,419                   914,031                68.03%
Western U.S.                                                   53,030                     4,829                 0.36%
Australia                                                           0                     1,469                 0.11%
United Kingdom                                                 88,304                    10,574                 0.79%
                                                     ----------------           ---------------               -------
                                                     $        851,210           $       942,164                70.13%
                                                     ================           ===============                ======
Industry
Biotechnology                                        $        141,334           $        16,872                 1.26%
Medical Services                                              258,419                   914,031                68.03%
Nutritional Products                                          451,457                    11,261                 0.84%
                                                     ----------------           ---------------               -------
                                                     $        851,210           $       942,164                70.13%
                                                     ================           ===============                ======
</TABLE>

* Represents fair value as a percentage of net assets.

6.     Cash Distributions

Cash  distributions  paid or accrued during the periods presented for the period
from inception of the Partnership through December 31, 1998 are listed below:
<TABLE>

                                    Managing
                                                              General                      Limited               Per $500*
Distribution Date                                             Partner                     Partners                 Unit    
-----------------                                         ---------------            ----------------         -------------
<S>                   <C> <C>                             <C>                        <C>                        <C>      
Inception to December 31, 1995                            $        57,108            $      5,653,661           $      84
January 30, 1997                                                   45,295                   4,484,243                  67
October 21, 1997                                                   55,436                   5,488,178                  82
January 22, 1999 (accrued as of 12/31/98)                          30,422                   3,011,805                  45
                                                          ---------------            ----------------           ---------
Cumulative totals as of December 31, 1998                 $       188,261            $     18,637,887           $     278
                                                          ===============            ================           =========
</TABLE>

*   Such per Unit  amounts  are  based on  average  allocations  to all  Limited
    Partners and do not reflect specific Limited Partner allocations,  which are
    determined by the original closing date associated with the Units of limited
    partnership interest held by each Limited Partner.

7.     Subsequent Events

Subsequent  to the end of the year, in January 1999,  the  Partnership  sold its
remaining investment of 20,000 ordinary shares of Xenova for $10,597,  realizing
a loss of $77,707.  Additionally,  in February  1999, the  Partnership  sold its
remaining investment of 7,359 shares of Cortex Pharmaceuticals,  Inc. for $3,373
realizing  a loss of  $49,657.  Also  in  February,  the  Partnership  sold  its
remaining investment in Pharmaction Holdings, Inc. for $1,428,  realizing a gain
of $1,428.


<PAGE>


Item 9.       Disagreements on Accounting and Financial Disclosure.

None.

                                    PART III

Item 10.      Directors and Executive Officers.

The Independent General Partners

The Independent  General Partners have full authority over the management of the
Partnership  and provide overall  guidance and  supervision  with respect to the
operations  of the  Partnership  and perform the various  duties  imposed on the
general  partners  of  business  development  companies  under the 1940 Act.  In
addition to general fiduciary duties,  the Independent  General Partners,  among
other things,  supervise the management  arrangements  of the  Partnership,  the
custody  arrangement  with respect to  portfolio  securities,  the  selection of
accountants,  fidelity  bonding  and  the  activities  of the  Managing  General
Partner. As required by the 1940 Act, a majority of the general partners must be
individuals  who are not  "interested  persons" of the Partnership as defined in
the 1940  Act.  In 1987,  the  Securities  and  Exchange  Commission  issued  an
exemptive  order  declaring  that  Messrs.  Elliott and White,  the  Independent
General  Partners  of the  Partnership,  are  not  "interested  persons"  of the
Partnership  as defined in the 1940 Act solely by reason of their being  general
partners of the Partnership.  Such Individual General Partners also comprise the
Audit Committee of the Partnership.

Presented below is information  concerning the Independent  General  Partners of
the Partnership as of March 16, 1999:

Thomas E. White, Age 65, Independent General Partner since 1987
260 Barnard Road
Larchmont, New York 10538
Units of the Partnership owned as of March 16, 1999 - 0 Units
     Mr.  White is an  attorney in private  practice in New York.  He is also an
independent  general partner of WestMed Venture Partners 2, L.P. ("WVP2").  From
1974 to 1983,  Mr. White was Senior Vice  President  and Director of  Howmedica,
Inc.  with  responsibility  for  various  health-care  operations  in the United
States, Europe and Latin America.

Robert A. Elliott, Age 59, Independent General Partner since 1987
Elliott Investment Co.
5000 Birch Street, Suite 6200
Newport Beach, California 92660
Units of the Partnership owned as of March 16, 1999 - 0 Units
     Mr.  Elliott,  currently a private  investor,  was the  Chairman  and Chief
Executive  Officer of VLI Corporation  from 1983 to 1987. Mr. Elliott is also an
independent  general  partner  of WVP2,  a member  of the Board of  Trustees  of
Chapman   University   and  a  member  of  the  Board  of   Directors  of  three
privately-held  medical device companies and one public company.  He is a former
Director of the Health  Industries  Manufacturers  Association.  From 1979 until
1983,  Mr.  Elliott was Vice  President  and Director of  Howmedica,  Inc.  with
responsibility for the Medical Specialty  Products Division,  including domestic
and international manufacturing and distribution.

The Managing General Partner

The Managing  General  Partner,  subject to the  supervision of the  Independent
General  Partners,  has exclusive  power and authority to manage and control the
Partnership's  venture  capital  investments.  Subject to the supervision of the
Independent General Partners, the Managing General Partner is authorized to make
all decisions regarding the Partnership's  venture capital investment portfolio,
including,  among  other  things,  to find,  evaluate,  structure,  monitor  and
liquidate  such  investments  and to provide,  or arrange for the  provision of,
managerial  assistance  to the  portfolio  companies  in which  the  Partnership
invests.

     The general  partner of the  Managing  General  Partner is Medical  Venture
Holding,  Inc. ("MVH") a Delaware  corporation  affiliated with CIBC Oppenheimer
Corp.  ("Opco") (formerly  Oppenheimer & Co., Inc.). The limited partners of the
Managing  General  Partner are (i) Opco,  (ii) MVP  Holdings,  Inc.  ("MVP"),  a
Delaware  corporation,  and (iii) BSW,  Inc.,  ("BSW"),  a Delaware  corporation
wholly-owned by John A. Balkoski, Philippe L. Sommer and Howard S. Wachtler, the
individuals   originally  responsible  for  the  Partnership's  venture  capital
investments.

     In  June  1996,  the  Managing  General  Partner  engaged  Alsacia  Venture
Management,  Inc. (the  "Sub-Manager") to assist the Managing General Partner in
the performance of its duties to the Partnership.  The Sub-Manager is controlled
by Phillipe L. Sommer.  The  compensation of the Sub-Manager is paid directly by
the Managing General Partner. No additional  management fees are incurred by the
Partnership as a result of the Managing General Partner's  relationship with the
Sub-Manager.

Presented below is information as of March 16, 1999 concerning the directors and
officers  of MVH that  are  principally  involved  with  the  operations  of the
Partnership.  Mr.  Rothstein and Ms. Fusco have been officers of MVH since April
1996 and June  1996,  respectively.  The  address  of each  such  person is CIBC
Oppenheimer Tower, World Financial Center, New York, New York 10281.

Gerald A. Rothstein, Age 56 President
Units of the Partnership owned as of March 16, 1999 - 0 Units
     Mr.  Rothstein  has been a  Managing  Director  of Opco since  1983.  He is
primarily  responsible  for Opco's  private  equity efforts and focuses upon the
emerging  markets of Latin  America  and India.  Mr.  Rothstein  is a member and
chairperson  of Opco's  Commitment  committee  and also,  a member of Opco's Due
Diligence committee.

Ann O. Fusco, Age 44, Vice President
Units of the Partnership owned as of March 16, 1999 - 0 Units
     Ms.  Fusco has been  Director  of Opco since the merger of Opco in November
1997. Prior to the merger she was Vice President of Oppenheimer Properties, Inc.
since July 1986 and has been employed by Opco since April 1984. In June 1996 Ms.
Fusco became Vice President of MVH. Ms. Fusco is a Certified  Public  Accountant
in the state of New York.

There are no family  relationships among any of the Independent General Partners
and the officers and directors of MVH or the  Sub-Manager.  MVH is owned 100% by
Opco.

The Sub-Manager

The  Sub-Manager is  wholly-owned  by Phillipe L. Sommer.  Presented  below is
 information  concerning Mr. Sommer as of March 16,1999.

Philippe L. Sommer, Age 47, Sole Director, Officer and Stockholder
Units of the Partnership owned as of March 16, 1999 - 10 Units
     Mr. Sommer is a Managing Director of BSW, Inc. and a member of the Board of
     Directors of BSW. He has been involved in health-care  industry  management
     for the past 20 years. From June 1990 until July 1996, Mr. Sommer served as
     an  Executive  Vice  President  and a Managing  Director  of MVH.  He was a
     Managing Director of MVP Holdings,  Inc. from April 1987 to June 1990. From
     January 1982 to September  1986, he was a Director of Business  Development
     for  Pfizer  Hospital  Products  Group  ("HPG")  and in such  capacity  was
     responsible  for  directing  HPG's merger and  acquisition  activities  for
     medium  to  larger  acquisitions  and  for  the  financial  evaluation  and
     valuation of all of HPG's acquisition, venture and licensing projects.

Item 11.      Executive Compensation.

Each Independent  General Partner receives an annual fee from the Partnership of
$5,000  together  with all  out-of-pocket  expenses  relating to  attendance  at
meetings of the General Partners.

The description of the allocation and distribution of the Partnership's  profits
and losses to the  Managing  General  Partner  set forth in Item 5.  "Market for
Registrant's  Common  Equity and Related  Stockholder  Matters" is  incorporated
herein by reference.

For the years ended December 31, 1998 and 1997, the Managing General Partner was
allocated  $7,804 and $22,885 of the  Partnership's  net  decrease in net assets
from  operations,  respectively.  For the year  ended  December  31,  1996,  the
Managing General Partner was allocated $16,723 of the Partnership's net increase
in net assets from operations.

Pursuant to a management  agreement,  the Managing General Partner performs,  or
arranges  for others to  perform,  the  management,  administrative  and certain
investment advisory services necessary for the operation of the Partnership. For
such services,  the Managing  General  Partner  received a management fee at the
annual rate of 2% of the lesser of the net assets of the  Partnership or the net
contributed capital of the Partnership; i.e., gross capital contributions to the
Partnership (net of selling commissions and organizational  expenses) reduced by
capital distributed. Such fee is determined and payable quarterly. For the years
ended December 31, 1998, 1997 and 1996, the Managing  General  Partner  received
management fees of $85,794, $189,704, and $315,201, respectively.

Pursuant to the Partnership Agreement,  the Managing General Partner is entitled
to receive a one-time venture capital fee equal to 5% of the gross proceeds from
the sale of Units. Such fee is incurred as portfolio investments are made in the
proportion to the cost of each portfolio investment to the net proceeds from the
sale of Units. Venture capital fees incurred are recorded as a cost of acquiring
the portfolio investments. For the year ended December 31, 1998, the Partnership
incurred  venture  capital  fees of $5,677.  There were no venture  capital fees
incurred for the year ended  December 31, 1997.  For the year ended December 31,
1996,  the  Partnership  incurred  venture  capital fees of $12,120.  Cumulative
venture  capital fees incurred from  inception to December 31, 1998 totaled $1.6
million.

     In  June  1996,  the  Managing  General  Partner  engaged  Alsacia  Venture
Management,  Inc. (the  "Sub-Manager") to assist the Managing General Partner in
the performance of its duties to the Partnership.  The Sub-Manager is controlled
by Phillipe L. Sommer.  The  compensation of the Sub-Manager is paid directly by
the Managing General Partner. No additional  management fees are incurred by the
Partnership as a result of the Managing General Partner's  relationship with the
Sub-Manager.

The Managing General Partner has arranged for Palmeri Fund Administrators, Inc.,
an  independent  administrative  services  company,  to  provide  administrative
services to the  Partnership.  Fees for such  services are paid  directly by the
Managing General Partner.

Item 12.      Security Ownership of Certain Beneficial Owners and Management.

Security Ownership

As of March 16, 1999, no person or group is known by the  Partnership  to be the
beneficial owner of more than 5% of the Units. The Independent  General Partners
and the directors,  officers and employees of MVH, and the  Sub-Manager own as a
group ten  Units,  or less than  one-tenth  of one  percent  of the total  Units
outstanding.

Item 13.      Certain Relationships and Related Transactions.

The  description of the management fee and the venture  capital fee set forth in
Item 11, "Executive Compensation", is incorporated herein by reference.

The description of the allocation and distribution of the Partnership's  profits
and losses to the  Managing  General  Partner  set forth in Item 5.  "Market for
Registrant's  Common  Equity and Related  Stockholder  Matters" is  incorporated
herein by reference.



<PAGE>


                                     PART IV

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

(a)    1.     Financial Statements.

                  Independent Auditors' Report

                  Balance Sheets as of December 31, 1998 and 1997

                  Schedule of Portfolio Investments as of December 31, 1998

                  Schedule of Portfolio Investments as of December 31, 1997

                  Statements of Operations for the years ended December 31, 
                    1998, 1997 and 1996

                  Statements of Cash Flows for the years ended December 31, 
                    1998, 1997 and 1996

                  Statements of Changes in Partners' Capital for the years 
                    ended December 31, 1996, 1997 and 1998

                  Notes to Financial Statements


       2.     Exhibits

              3.1    Amended and Restated Certificates of Limited Partnership(3)

              3.2     Amendment to Amended and Restated Certificate of Limited
                          Partnership(3)

              3.3     Partnership Agreement(1)

              3.4     Amendment No. 1 to the Partnership Agreement(2)

              4       Articles Five through Eleven of the Partnership
                     Agreement(1)

              10.1    Management  Agreement  dated as of September  30, 1997 
                     between the  Partnership  and the Managing  General
                      Partner(4)

              10.2    Sub-Management  agreement  dated as of  September  30, 
                         1997 among the  Partnership,  the  Managing  General
                      Partner and the Sub-Manager(5)

              27      Financial Data Schedule

              28.1    Custodian Agreement between the Partnership and Investors
                     Fiduciary Trust Company(1)

(b)           No reports on Form 8-K have been filed during the quarter for 
               which this report is filed.

-------------------------------

(1)    Filed as an exhibit to the  Partnership's  Registration  Statement 
           on Form N-2  (33-11926),  and  incorporated  herein by reference.

(2)    Filed as an exhibit to the Partnership's Report on Form 8-K dated July 
          10, 1990 and incorporated herein by reference.

(3)    Filed as an exhibit to the Partnership's Report on Form 10-K for the
           year ended December 31, 1990.

(4)    Filed as Exhibit A to the Partnership's proxy statement dated August 29, 
     1997 and incorporated herein by reference.

(5)    Filed as Annex I to the Partnership's proxy statement dated August 29, 
     1997 and incorporated herein by reference.


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized on the 31st day of March 1998.

WESTMED VENTURE PARTNERS, L.P.

By:  WestMed Venture Management, L.P.,
     Managing General Partner

By:  Medical Venture Holdings, Inc.,
     General Partner

By:  /s/   Gerald A. Rothstein                              
     Gerald A. Rothstein
     President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated on the 31st day of March 1999.

WESTMED VENTURE
MANAGEMENT, L.P.      Managing General Partner of WestMed Venture Partners, L.P.

By:  Medical Venture Holdings, Inc.              General Partner of WestMed     
                                                  Venture Management, L.P.


By:  /s/ Gerald A. Rothstein         President (principal executive officer
                                    of Medical Venture Holdings, Inc.
     Gerald A. Rothstein


By:  /s/ Ann Oliveri Fusco  Vice President (principal financial 
                              and accounting officer) of Medical    
Ann Oliveri Fusco                                    Venture Holdings, Inc.


By:  /s/ Thomas E. White                         Independent General Partner of 
                                             WestMed Venture Partners, L.P.
     Thomas E. White


By:  /s/ Robert A. Elliott                       Independent General Partner of
                                                 WestMed Venture Partners, L.P.
     Robert A. Elliott