WESTFORD TECHNOLOGY VENTURES LP
10-Q, 1995-08-10
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q


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

For the Quarterly Period Ended June 30, 1995

Or

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

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


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


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

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

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


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No


<PAGE>


                       WESTFORD TECHNOLOGY VENTURES, L.P.

                                     INDEX



PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Balance Sheets as of June 30, 1995 (Unaudited) and December 31, 1994

Schedule of Portfolio Investments as of June 30, 1995 (Unaudited)

Statements  of  Operations  for the Three and Six Months Ended June 30, 1995 and
1994 (Unaudited)

Statements  of Cash  Flows  for the Six  Months  Ended  June  30,  1995 and 1994
(Unaudited)

Statement of Changes in Partners' Capital for the Six Months Ended June 30, 1995
(Unaudited)

Notes to Financial Statements (Unaudited)

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


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

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

Item 5.       Other Information.

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



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.


WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS

<TABLE>
                                                                                         June 30, 1995        December 31,
                                                                                          (Unaudited)                1994

ASSETS

Investments - Note 2
   Portfolio investments, at fair value (cost $7,538,861 at
<S>                                                                                      <C>                     <C>   
     June 30, 1995 and $7,681,237 at December 31, 1994)                                $    7,524,194          $     7,454,603
   Short-term investments, at amortized cost                                                  499,178                  497,769
Cash and cash equivalents                                                                     262,679                  281,341
Receivable from securities sold (net of unamortized
   discount of $99,425 at June 30, 1995 and $101,530
   at December 31, 1994)                                                                      213,365                  225,760
Accrued interest receivable                                                                    20,051                   11,343
                                                                                               ------                   ------

TOTAL ASSETS                                                                           $    8,519,467          $     8,470,816
                                                                                       =    =========          =     =========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable                                                                       $       17,807          $        28,143
Due to Independent General Partners - Note 5                                                   10,500                   10,500
                                                                                               ------                   ------
   Total liabilities                                                                           28,307                   38,643
                                                                                               ------                   ------

Partners' Capital:
Managing General Partner                                                                       84,187                   85,701
Individual General Partners                                                                     2,956                    3,010
Limited Partners (11,217 Units)                                                             8,418,684                8,570,096
Unallocated net unrealized depreciation of investments - Note 2                               (14,667)                (226,634)
                                                                                              -------                 -------- 
   Total partners' capital                                                                  8,491,160                8,432,173
                                                                                            ---------                ---------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                $    8,519,467          $     8,470,816
                                                                                       =    =========          =     =========
</TABLE>


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
June 30, 1995

<TABLE>

                                                                     Initial Investment
Company / Position                                                          Date                  Cost               Fair Value
Cincinnati Bell Inc.(A)
<C>                                                                           <C>            <C>                <C>            
21,673 shares of Common Stock                                            Nov. 1989           $      425,199     $       548,869
-----------------------------                                            ---------           -      -------     -       -------
Cybernetics Systems International Corp.*
100,000 shares of Common Stock                                           Mar. 1990                  224,970             224,970
4,520 shares of Preferred Stock                                                                   1,126,821           1,126,821
Warrants to purchase 78,295 shares of Common Stock
    at $.52 per share, expiring between 12/31/98 and 3/23/00                                            375                 375
    --------------------------------------------------------                                            ---                 ---
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock                                         Oct. 1989                1,243,686             671,254
Warrants to purchase 206,003 shares of Common Stock at
    $0.01 per share, expiring between 12/31/97 and 6/30/98                                           74,603             100,941
    ------------------------------------------------------                                           ------             -------
Picture Productions, L.P.
1% Limited Partnership Interest                                          Dec. 1991                   10,000              10,000
-------------------------------                                          ---------                   ------              ------
Spectrix Corporation*
742,304 shares of Preferred Stock                                        June 1989                3,511,351           2,969,216
274,862 shares of Common Stock                                                                      142,681           1,099,448
Warrants to purchase 336,894 shares of Common Stock
    at $.50 per share, expiring between 12/31/97 and 12/2/99                                              0                   0
Warrants to purchase 25,000 shares of Common Stock at
    $5 per share, expiring 12/2/99                                                                        0                   0
Options to purchase 5,000 shares of Common Stock at
    $4 per share, expiring 4/26/96                                                                    6,875                   0
    ------------------------------                                                                    -----                   -
Thunderbird Technologies, Inc.
581,533 shares of Preferred Stock                                        Oct. 1992                  581,533             581,533
Convertible Promissory Note at prime due on demand                                                  190,767             190,767
--------------------------------------------------                                                  -------             -------

TOTALS                                                                                       $    7,538,861     $     7,524,194
                                                                                             =    =========     =     =========
</TABLE>


(A)  Public company

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

See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>

                                                                        Three Months Ended              Six Months Ended
                                                                             June 30,                       June 30,

                                                                       1995           1994             1995           1994
                                                                       ----           ----             ----           ----

INVESTMENT INCOME AND EXPENSES

   Income:
<S>                                                                <C>            <C>             <C>             <C>          
   Interest from short-term investments                            $    10,509    $      12,727   $     19,703    $      26,469
   Interest and other income (loss) from portfolio
     investments                                                         9,562          (10,913)        22,883            3,983
                                                                         -----          -------         ------            -----
   Totals                                                               20,071            1,814         42,586           30,452
                                                                        ------            -----         ------           ------

   Expenses:
   Management fee - Note 4                                              55,986           56,023        112,011          114,448
   Professional fees                                                    17,957           27,542         44,865           56,882
   Mailing and printing                                                  2,871            3,811         14,101            6,617
   Independent General Partners' fees - Note 5                          10,500           10,500         21,000           21,000
   Miscellaneous                                                             -            1,000              -            1,000
                                                                             -            -----              -            -----
   Totals                                                               87,314           98,876        191,977          199,947
                                                                        ------           ------        -------          -------

NET INVESTMENT LOSS                                                    (67,243)         (97,062)      (149,391)        (169,495)

Net realized loss from portfolio investments                                 -         (384,213)        (3,589)        (384,213)
                                                                             -         --------         ------         -------- 

NET REALIZED LOSS FROM OPERATIONS
   (allocable to Partners) - Note 3                                    (67,243)        (481,275)      (152,980)        (553,708)

Net change in unrealized depreciation of investments                    75,314          241,669        211,967          141,654
                                                                        ------          -------        -------          -------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS                                       $     8,071    $    (239,606)  $     58,987    $    (412,054)
                                                                   =     =====    =    ========   =     ======    =    ======== 
</TABLE>


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months Ended June 30,


<TABLE>

                                                                                                   1995                1994
                                                                                                   ----                ----

CASH FLOWS USED FOR OPERATING ACTIVITIES

<S>                                                                                            <C>                 <C>           
Net investment loss                                                                            $    (149,391)      $    (169,495)

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

(Increase) decrease in accrued interest on short-term investments                                     (1,561)              2,680
(Increase) decrease in accrued interest receivable                                                    (8,708)             12,687
Decrease in payables                                                                                 (10,336)             (3,336)
                                                                                                     -------              ------ 
Cash used for operating activities                                                                  (169,996)           (157,464)
                                                                                                    --------            -------- 

CASH FLOWS PROVIDED FROM (USED FOR)
   INVESTING ACTIVITIES

Net return of short-term investments                                                                     152             746,773
Cost of portfolio investments purchased                                                             (250,000)           (872,300)
Proceeds from the sale of portfolio investments                                                      401,182               4,190
                                                                                                     -------               -----
Cash provided from (used for) investing activities                                                   151,334            (121,337)
                                                                                                     -------            -------- 

Decrease in cash and cash equivalents                                                                (18,662)           (278,801)
Cash and cash equivalents at beginning of period                                                     281,341             744,390
                                                                                                     -------             -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                     $     262,679       $     465,589
                                                                                               =     =======       =     =======
</TABLE>


See notes to financial statements.


<PAGE>


WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Six Months Ended June 30, 1995


<TABLE>
                                                                                               Unallocated
                                           Managing       Individual                         Net Unrealized
                                            General         General           Limited        Depreciation of
                                            Partner        Partners          Partners          Investments           Total
<S>                                      <C>               <C>            <C>                 <C>               <C>            
Balance at beginning of period           $    85,701       $  3,010       $    8,570,096      $   (226,634)     $     8,432,173

Net investment loss - Note 3                  (1,478)           (53)            (147,860)                -             (149,391)

Net realized loss from portfolio
investments - Note 3                             (36)            (1)              (3,552)                -               (3,589)

Net change in unrealized
depreciation of investments                        -              -                    -           211,967              211,967
                                                   -              -                    -           -------              -------

Balance at end of period                 $    84,187       $  2,956       $    8,418,684(A)   $    (14,667)     $     8,491,160
                                         =    ======       =  =====       =    =========      =    =======      =     =========
</TABLE>


(A)  The net asset  value  per  $1,000  unit of  limited  partnership  interest,
     including  an  assumed   allocation  of  net  unrealized   depreciation  of
     investments, is $749.


See notes to financial statements.


<PAGE>


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


1.     Organization and Purpose

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

The  Partnership's  objective is to achieve  long-term  capital  appreciation by
making venture  capital  investments  in new and developing  companies and other
special  investment  situations.  The  Partnership  will not engage in any other
business or  activity.  The  Partnership  will  terminate  on December 31, 1998,
subject to the right of the Individual  General  Partners to extend the term for
up to two additional two-year periods.

2.     Significant Accounting Policies

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

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

Income Taxes - No provision  for income taxes has been made since all income and
losses are  allocable to the Partners for inclusion in their  respective  income
tax returns.  The  Partnership's  net assets for  financial  reporting  purposes
differ from its net assets for tax  purposes.  Net  unrealized  depreciation  of
$14,667 at June 30, 1995, which was recorded for financial  statement  purposes,
was not recognized for tax purposes.

<PAGE>


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


Additionally,  from inception to June 30, 1995, timing  differences  relating to
realized  losses  totaling  $382,000  have been  deducted  on the  Partnership's
financial  statements  and  syndication  costs  relating to the selling of Units
totaling  $1.2  million  were  charged to  partners'  capital  on the  financial
statements.  These amounts have not been deducted or charged  against  partners'
capital for tax purposes.

Statements of Cash Flows - The  Partnership  considers cash held in its interest
bearing cash account to be cash equivalents.

3.     Allocation of Partnership Profits and Losses

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

4.     Related Party Transactions

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

5.     Independent General Partners' Fees

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

6.     Interim Financial Statements

In  the  opinion  of  WTVI  Co.,  L.P.,  the  managing  general  partner  of the
Partnership,  the unaudited  financial  statements at June 30, 1995, and for the
three and six month periods then ended,  reflect all  adjustments  necessary for
the fair presentation of the results of the interim period.



<PAGE>


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

Liquidity and Capital Resources
At  June  30,  1995,  the  Partnership  held  $762,000  in cash  and  short-term
investments:  $499,000 in short-term securities with maturities of less than one
year and $263,000 in an  interest-bearing  cash account.  The Partnership earned
$11,000 and $20,000 of interest on such investments for the three and six months
ended June 30, 1995,  respectively.  Interest earned from short-term investments
in future periods is subject to  fluctuations  in short-term  interest rates and
changes in amounts available for investment in such securities.

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

Results of Operations

For the three and six months  ended June 30,  1995,  the  Partnership  had a net
realized loss from  operations of $67,000 and  $153,000,  respectively.  For the
three and six months ended June 30,  1994,  the  Partnership  had a net realized
loss from operations of $481,000 and $554,000,  respectively.  Net realized gain
or loss  from  operations  is  comprised  of 1) net  realized  gain or loss from
portfolio  investments and 2) net investment  income or loss (investment  income
less operating expenses).

Investment  Income and Expenses - Net investment loss for the three months ended
June 30,  1995 and 1994 was  $67,000  and  $97,000,  respectively.  The  $30,000
improvement in net investment loss for the 1995 period  primarily  resulted from
an $18,000  increase in investment  income and a $12,000  reduction in operating
expenses  for the 1995  period  compared  to the 1994  period.  The  increase in
investment  income  primarily  was  due  to the  reversal  of  accrued  interest
receivable   relating  to  the   Partnership's   debt   investment  in  Eidetics
Incorporated during the 1994 period. The $12,000 reduction in operating expenses
was primarily due to a decrease in  professional  fees incurred  during the 1995
period.

Net investment loss for the six months ended June 30, 1995 and 1994 was $149,000
and $169,000,  respectively. The $20,000 decrease in net investment loss for the
1995  period  was a result of a $12,000  increase  in  investment  income and an
$8,000  decrease in operating  expenses for the 1995 period compared to the 1994
period.

The  Management  Company  performs,  or  arranges  for  others to  perform,  the
management  and  administrative  services  necessary  for the  operation  of the
Partnership. The Management Company receives a management fee at the annual rate
of 2.5% of the gross capital  contributions  to the Partnership  (net of selling
commissions and  organizational  expenses paid by the  Partnership),  reduced by
capital  distributed and realized losses, with a minimum annual fee of $200,000.
The management fee for the three months ended June 30, 1995 and 1994 was $56,000
for both periods.  The management fee for the six months ended June 30, 1995 and
1994 was  $112,000  and  $114,000,  respectively.  To the extent  possible,  the
management fee and other expenses  incurred directly by the Partnership are paid
with funds provided from  operations.  Funds provided from operations  primarily
are obtained from interest received from short-term  investments,  income earned
from  portfolio  investments  and proceeds  received  from the sale of portfolio
investments.

Realized  Gains and Losses from  Portfolio  Investments  - For the three  months
ended June 30,  1995,  the  Partnership  had no  realized  gains or losses  from
portfolio  investments.  For the six months ended June 30, 1995, the Partnership
had a $4,000  net  realized  loss  resulting  from the sale of 20,000  shares of
Cincinnati Bell Inc. common stock in the public market for $389,000.

For the three and six months ended June 30, 1994, the Partnership had a $384,000
net  realized  loss  from  portfolio   investments.   In  April  1994,  Eidetics
Incorporated  was sold in a management  buyout for a small cash down payment and
future  payments based on future cash receipts of the new company for five years
from the  buyout  date.  The  Partnership  realized  a  $384,000  loss from this
transaction in 1994.

Unrealized   Gains  and  Losses  and  Changes  in  Unrealized   Appreciation  or
Depreciation of Portfolio  Investments - For the six months ended June 30, 1995,
the Partnership had a $170,000 net unrealized gain resulting from an increase in
the public market price of Cincinnati Bell common stock.  Additionally,  for the
six month period,  $42,000 was transferred from unrealized loss to realized loss
relating  to the sale of 20,000  shares of  Cincinnati  Bell  common  stock,  as
discussed  above.  The $170,000 net unrealized gain and the $42,000  transfer to
realized loss, resulted in a $212,000 increase in net unrealized appreciation of
investments for the six month period.

For the six months  ended June 30,  1994,  the  Partnership  had an $83,000  net
unrealized  loss  resulting  from a  decrease  in the  public  market  price  of
Cincinnati Bell common stock.  Additionally,  for the six month period, $225,000
was  transferred  from  unrealized  loss to realized loss due to the sale of the
Partnership's investment in Eidetics, as discussed above. The $83,000 unrealized
loss offset by the $225,000  transfer to realized  loss,  resulted in a $142,000
increase in net unrealized appreciation of investments for the six month period.

Net Assets - Changes in net assets resulting from operations are comprised of 1)
net  realized  gain or loss from  operations  and 2) changes  in net  unrealized
appreciation or depreciation of investments.

At June 30, 1995,  the  Partnership's  net assets were $8.5 million,  up $59,000
from $8.4 million at December 31, 1994.  The $59,000  increase was  comprised of
the $212,000  increase in net unrealized  appreciation of investments  offset by
the $153,000 net realized loss from operations for the six month period.

At June 30, 1994, the Partnership's net assets were $8.5 million,  a decrease of
$412,000  from $8.9  million at December 31,  1993.  The  $412,000  decrease was
comprised  of the  $554,000  net  realized  loss from  operations  offset by the
$142,000 increase in net unrealized appreciation for the six month period.

Gains and  losses  from  investments  are  allocated  to the  Partners'  capital
accounts when realized in accordance with the Partnership  Agreement (see Note 3
of Notes to Financial Statements).  However, for purposes of calculating the net
asset value per unit of limited  partnership  interest ("Unit"),  net unrealized
appreciation  or depreciation of investments has been included as if it had been
realized  and  allocated  to  the  Limited   Partners  in  accordance  with  the
Partnership  Agreement.  Pursuant to such  calculation,  the net asset value per
$1,000  Unit at June  30,  1995  and  December  31,  1994  was  $749  and  $744,
respectively.



<PAGE>


                          PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.

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

Item 2.       Changes in Securities.

Not applicable.

Item 3.       Defaults Upon Senior Securities.

Not applicable.

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

The 1995 Annual  Meeting of the Limited  Partners was held on June 16, 1995.  At
the meeting, the four Individual General Partners,  Jeffrey T. Hamilton,  Robert
S. Ames,  Alfred M. Bertocchi and George M. Weimer,  were elected to continue to
serve as Individual  General Partners and WTVI Co., L.P. was elected to continue
to serve as the Managing General Partner.  The following other matters were also
voted  on and  were  approved,  with  the  exception  of the  proposal  to amend
Paragraph  11.4.1 of the Amended and Restated  Agreement of Limited  Partnership
with respect to hold Annual Meetings of Limited Partners.

<TABLE>
                                                                      Affirmative             Negative
                                                                         Votes                  Votes              Abstentions
Approval of the continuance of the
Management Agreement between the
<S>                                                                     <C>                    <C>                   <C>
Partnership and the Management Company                                  4,394                  1,020                 347

Ratification of the selection of
BDO Seidman LLP as independent
auditors for the Partnership's fiscal
year ending December 31, 1995                                           4,870                  556                   335

Proposal to amend  Paragraph  11.4.1 of the Amended and  Restated  Agreement  of
Limited  Partnership  with respect to the requirement to hold Annual Meetings of
Limited Partners (requires affirmative votes
from a majority of the outstanding units)                               4,181                  1,240                 340
</TABLE>



<PAGE>


Item 5.       Other Information.

None.

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

              (a)   Exhibits

                    (27)   Financial Data Schedule.

              (b) No  reports on Form 8-K have been  filed  during  the  quarter
                  covered by this report.



<PAGE>


                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  this  report has been  signed  below by the  following  persons on
behalf of the Registrant, in the capacities indicated.



              WESTFORD TECHNOLOGY VENTURES, L.P.


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



By:           Hamilton Capital Management Inc.
              its general partner


<TABLE> 
<S>            <C>      <C>                                       <C>     
By:           /s/     Jeffrey T. Hamilton                         President, Secretary and Director (Principal
              Jeffrey T. Hamilton                                 Executive Officer) of Hamilton Capital
                                                                  Management Inc. and Individual General
                                                                  Partner of Westford Technology Ventures, L.P.


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



Date:         August 11, 1995


<TABLE> <S> <C>


<ARTICLE>                                                                      6
<LEGEND>
THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM WESTFORD
TECHNOLOGY  VENTURES,  L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
JUNE 30, 1995 AND IS QUALIFIED  IN ITS  ENTIRETY BY REFERENCE TO SUCH  FINANCIAL
STATEMENTS.
</LEGEND>
<PERIOD-TYPE>                                                              6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1995
<PERIOD-START>                                                        JAN-1-1995
<PERIOD-END>                                                         JUN-30-1995
<INVESTMENTS-AT-COST>                                                  7,538,861
<INVESTMENTS-AT-VALUE>                                                 7,524,194
<RECEIVABLES>                                                            233,416
<ASSETS-OTHER>                                                                 0
<OTHER-ITEMS-ASSETS>                                                     761,857
<TOTAL-ASSETS>                                                         8,519,467
<PAYABLE-FOR-SECURITIES>                                                       0
<SENIOR-LONG-TERM-DEBT>                                                        0
<OTHER-ITEMS-LIABILITIES>                                                 28,307
<TOTAL-LIABILITIES>                                                       28,307
<SENIOR-EQUITY>                                                                0
<PAID-IN-CAPITAL-COMMON>                                                       0
<SHARES-COMMON-STOCK>                                                          0
<SHARES-COMMON-PRIOR>                                                          0
<ACCUMULATED-NII-CURRENT>                                                      0
<OVERDISTRIBUTION-NII>                                                         0
<ACCUMULATED-NET-GAINS>                                                        0
<OVERDISTRIBUTION-GAINS>                                                       0
<ACCUM-APPREC-OR-DEPREC>                                                (14,667)
<NET-ASSETS>                                                           8,491,160
<DIVIDEND-INCOME>                                                         12,670
<INTEREST-INCOME>                                                         29,916
<OTHER-INCOME>                                                                 0
<EXPENSES-NET>                                                           191,977
<NET-INVESTMENT-INCOME>                                                (149,391)
<REALIZED-GAINS-CURRENT>                                                 (3,589)
<APPREC-INCREASE-CURRENT>                                                211,967
<NET-CHANGE-FROM-OPS>                                                     58,987
<EQUALIZATION>                                                                 0
<DISTRIBUTIONS-OF-INCOME>                                                      0
<DISTRIBUTIONS-OF-GAINS>                                                       0
<DISTRIBUTIONS-OTHER>                                                          0
<NUMBER-OF-SHARES-SOLD>                                                        0
<NUMBER-OF-SHARES-REDEEMED>                                                    0
<SHARES-REINVESTED>                                                            0
<NET-CHANGE-IN-ASSETS>                                                    48,651
<ACCUMULATED-NII-PRIOR>                                                        0
<ACCUMULATED-GAINS-PRIOR>                                                      0
<OVERDISTRIB-NII-PRIOR>                                                        0
<OVERDIST-NET-GAINS-PRIOR>                                                     0
<GROSS-ADVISORY-FEES>                                                          0
<INTEREST-EXPENSE>                                                             0
<GROSS-EXPENSE>                                                                0
<AVERAGE-NET-ASSETS>                                                           0
<PER-SHARE-NAV-BEGIN>                                                        744
<PER-SHARE-NII>                                                                0
<PER-SHARE-GAIN-APPREC>                                                        0
<PER-SHARE-DIVIDEND>                                                           0
<PER-SHARE-DISTRIBUTIONS>                                                      0
<RETURNS-OF-CAPITAL>                                                           0
<PER-SHARE-NAV-END>                                                          749
<EXPENSE-RATIO>                                                                0
<AVG-DEBT-OUTSTANDING>                                                         0
<AVG-DEBT-PER-SHARE>                                                           0




</TABLE>


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