WESTFORD TECHNOLOGY VENTURES LP
10-K/A, 1995-03-31
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K
                                Amendment No. 1


[X]  Annual Report  Pursuant to Section 13 or 15(d) of The  Securities  Exchange
     Act of 1934 (Fee Required)

For the Fiscal Year Ended December 31, 1994

OR

[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of The  Securities
     Exchange Act of 1934 (No Fee Required)

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


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


<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)

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

Securities registered pursuant to Section 12(b) of the Act:

              Title of each class                         Name of each exchange on which registered
                    None                                                     None
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

                     Units of Limited Partnership Interest
                                (Title of class)


<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  this  report has been  signed  below by the  following  persons on
behalf of the Registrant,  in the capacities  indicated on the 31st day of March
1995.


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


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


By:      /s/     Robert S. Ames                                   Individual General Partner of
         Robert S. Ames                                           Westford Technology Ventures, L.P.


By:      /s/     Alfred M. Bertocchi                              Individual General Partner of
         Alfred M. Bertocchi                                      Westford Technology Ventures, L.P.


By:      /s/     George M. Weimer                                 Individual General Partner of
         George M. Weimer                                         Westford Technology Ventures, L.P.
</TABLE>



<PAGE>


INDEPENDENT AUDITORS' REPORT




Westford Technology Ventures, L.P.


We have audited the accompanying  balance sheet of Westford Technology Ventures,
L.P. (the "Partnership"), including the schedule of portfolio investments, as of
December 31, 1993,  and the related  statements of operations,  cash flows,  and
changes  in  partners'  capital  for each of the two years in the  period  ended
December 31, 1993.  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, 1993 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  Westford  Technology  Ventures,  L.P. at
December 31, 1993, and the results of its operations, its cash flows and changes
in its partners'  capital for each of the two years in the period ended December
31, 1993 in conformity with generally accepted accounting principles.

As explained in Note 2, the financial  statements  include  securities valued at
$5,682,293  at December 31, 1993  representing  64% of net assets,  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
February 22, 1994




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