8-K

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM 8-K
                             CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 31, 1996

                     Commission file number:  0-11965


                  PruTech Research and Development Partnership
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            (Exact name of Registrant as specified in its charter)

California                                                       13-3179284
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(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

440 Mission Court, Suite 250, Fremont, California                  94539
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(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (510) 656-1855

                                  N/A
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Former name, former address and former fiscal year, if changed since last
                               report.


Item 5 - Other Events

R&D Funding Corp, as general partner of PruTech Research and Development
Partnership (the "Partnership"), completed the liquidation of the Partnership's
remaining assets in December 1996.  On December 31, 1996, the Partnership made
a final liquidating distribution to the limited partners ranging from $11.94 to
$48.81 per unit, representing the Partnership's remaining cash, including
proceeds from the sales of its remaining assets, reduced by amounts necessary
to satisfy all of its remaining liabilities. As this distribution to the limited
partners represented the final step in the dissolution and liquidation of the
Partnership, the general partner terminated the Partnership effective December
31, 1996 by filing a certificate of cancellation with the Secretary of State of
the state of California.


Item 7 - Financial Statements and Exhibits

(c)  Exhibits

 2.1 Letter to Limited Partners of PruTech Research and Development Partnership


                                SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

PruTech Research and Development Partnership

By:  R&D Funding Corp
     A Delaware corporation, General Partner

By: /s/ Michael S. Hasley                                 Date: January 6, 1997
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Michael S. Hasley
President for the Registrant

By:  R&D Funding Corp
     A Delaware corporation, General Partner


By: /s/ Steven Carlino                                    Date: January 6, 1997
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Steven Carlino
Vice President
Chief Accounting Officer for the Registrant

EX-2.1

               PruTech Research and Development Partnership
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                                               December 1996
To Our Limited Partners:

  As you know, the Limited Partners of PruTech Research and Development
Partnership previously approved a Plan of Dissolution and Liquidation (the
"Plan"), effective as of June 10, 1996, providing for the sale of the
Partnership's assets, the liquidation of its liabilities and the distribution
of the remaining funds in accordance with the Partnership Agreement.

  The General Partner, as Liquidating Agent under the Plan, completed the sale
of the Partnership's remaining assets in December 1996. On December 31, 1996,
the Partnership made a final liquidating distribution to the Limited Partners
ranging from $11.94 to $48.81 per unit based upon each Limited Partner's capital
account balance at the time of liquidation.  With this final liquidating
distribution, the Partnership has made cash distributions to Limited Partners
ranging from $761.22 to $798.09 per unit since its inception or approximately
76% to 80% of the Limited Partners' original capital contributions.

     The difference in capital accounts, and therefore the final distribution
amount, is due to the amount of tax losses passed on to each Limited Partner
early in the Partnership.  Those Limited Partners receiving higher per unit
distribution amounts had received lower tax losses earlier in the Partnership.
This variance in allocated tax losses is a function of the date each Limited
Partner originally invested in the Partnership.

  If you are not a California resident, the required California withholding,
if any, has been applied to your distribution.  You may be eligible for a
refund of some or all of this withholding depending on your individual tax
situation.  Limited Partners who have California income tax withheld during
1996 will receive a California Form 592-B in early 1997 which reports the
Partnership's tax withholding.  This form should be filed with the California
Franchise Tax Board along with California Form 540NR (541 for fiduciaries).
To order copies of California tax forms or for more information regarding
California taxes, you can call the Franchise Tax Board at (800) 852-5711 or
(916) 854-6500.

  As the distribution of these amounts to the Limited Partners represented the
final step in the liquidation process, the General Partner terminated the
Partnership effective  December 31, 1996.  As soon as practicable, the General
Partner will prepare and file the final tax return and distribute the final
tax information return on Schedule K-1 to the Limited Partners.  Should you
have any questions concerning the dissolution and



liquidation of the Partnership, please feel free to contact your Financial
Advisor or call the Prudential Securities' Client Services Department at
1-800-535-2077.

                         Sincerely,


                         /s/ Michael S. Hasley
                         Michael S. Hasley
                         President
                         R & D Funding Corp
                         General Partner