WESTFORD TECHNOLOGY VENTURES LP
NT 10-K, 1999-04-01
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


<TABLE>

<S>                            <C>                   <C>                  <C>                 <C>                        
(Check One):          X   Form 10-K             Form 20-F            Form 11-K           Form 10-Q             Form N-SAR
                    -----                 -----                ----                 ----                  ----
</TABLE>


                    For Period Ended:            December 31, 1998           
                    [ ] Transition  Report on Form 10-K [ ] Transition Report on
                    Form 20-F [ ] Transition  Report on Form 11-K [ ] Transition
                    Report on Form 10-Q [ ] Transition Report on Form N-SAR
                    For the Transition Period Ended:                         


If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION

Westford Technology Ventures, L.P.                                         
Full Name of Registrant


Former Name if Applicable

17 Academy Street, 5th Floor                                                 
Address of Principal Executive Office (Street and Number)

Newark, New Jersey 07102-2905                                               
City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check if appropriate) X

         (a)    The reasons  described in reasonable  detail in Part III of this
                form  could not be  eliminated  without  unreasonable  effort or
                expense;
         (b)    The subject annual report, semi-annual report, transition report
                on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
                will be filed on or before the fifteenth  calendar day following
                the  prescribed  due date;  or the subject  quarterly  report of
                transition report on Form 10-Q, or portion thereof will be filed
                on or before the fifth calendar day following the prescribed due
                date; and
         (c) The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c) has been attached if applicable.



<PAGE>


PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

     The  Registrant  was unable to complete  all  financial  statements  due to
     unresolved  issues  relating to the  valuation of one of the  Partnership's
     privately-held portfolio investments.


PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this 
          notification

         Jeffery T. Hamilton              973                       624-2131   
         (Name)                      (Area Code)              (Telephone Number)

(2)      Have all other periodic  reports  required under Section 13 or 15(d) of
         the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
         Company Act of 1940 during the  preceding 12 months or for such shorter
         period that the  registrant  was required to file such  report(s)  been
         filed? If answer is no, identify report(s).

                                                     X    Yes          No



(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?

                                                    Yes      X   No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         by a reasonable estimate of the results cannot be made.





                           Westford Technology Ventures, L.P.                
                  (Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.

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


By:      Hamilton Capital Management Inc.
         its general partner


By:      /s/   Jeffrey T. Hamilton                         Date:  March 31, 1999
         -----------------------------------------------------
         Jeffrey T. Hamilton
         President, Secretary and Director (Principal
         Executive Officer) of Hamilton Capital
         Management Inc. and Individual General
         Partner of Westford Technology Ventures, L.P.





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