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, 2004
                                  -----------

                        Commission File number: 0-25585
                                  -----------

                    ProFutures Long/Short Growth Fund, L.P.
                          --------------------------

              (Exact name of Partnership as specified in charter)

           Delaware                                     74-2849862
----------------------------------         ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                             c/o ProFutures, Inc.,
                        11719 Bee Cave Road, Suite 200,
                              Austin, Texas 78738
                             ---------------------

                   (Address of principal executive offices)

                        Partnership's telephone number

                                (800) 348-3601
                                  -----------

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

Title of each class.                 Name of each exchange on which registered.
--------------------                 -----------------------------------------

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

                     Units of Limited Partnership Interest
                     -------------------------------------
                               (Title of Class)

Indicate by check mark whether the Partnership (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
Partnership 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
incorporation by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.

[X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

Yes [   ]         No [X]

State the aggregate market value of the voting and non-voting stock held by
non-affiliates computed by reference to the price at which the stock was last
sold, or the average bid and asked prices of such stock, as of the last
business day of the registrant's most recently completed second fiscal
quarter. (See definition of affiliate in Rule 405, 17 CFR 230.405.)

                                      2
<PAGE>

Not applicable

                      DOCUMENTS INCORPORATED BY REFERENCE

Not applicable

Partnership's Registration Statement on Form S-1 effective August 18, 2000 is
incorporated herein by reference.

Registrant's Financial Statements for the Years ended December 31, 2004, 2003
and 2002 with Report of Independent Registered Public Accounting firm, the
annual report to securities holders for the fiscal year ended December 31,
2004, is also incorporated by reference into Part II Item 8 and Part IV hereof
and filed as an exhibit herewith.


                                      3
<PAGE>




                                    PART I

Item 1.           Business.

(a)  General Development of Business
     -------------------------------

     ProFutures Long/Short Growth Fund, L.P. (the "Partnership") is a commodity
     investment pool which was organized in August 1997 under the Delaware
     Revised Uniform Limited Partnership Act under the name ProFutures Bull &
     Bear Fund, L.P. and commenced trading on November 20, 1997. On December 8,
     1998, the Partnership changed its name from ProFutures Bull & Bear Fund,
     L.P. to ProFutures Long/Short Growth Fund, L.P.

     The General Partner and Commodity Pool Operator of the Partnership is
     ProFutures, Inc., a Texas corporation. The General Partner's address is
     11719 Bee Cave Road, Suite 200, Austin, Texas 78738 and its telephone
     numbers are (800) 348-3601 and (512) 263-3800.

     The Partnership filed a registration statement with the U.S. Securities
     and Exchange Commission under the Securities Act of 1933 for the public
     offering of $60,000,000 of additional Limited Partnership Units which
     became effective February 16, 1999. The General Partner later registered
     $40,000,000 of additional Limited Partnership Units with the Securities
     and Exchange Commission under the Securities Act of 1933 which was
     effective November 17, 1999. This registration carried forward $35,218,153
     of unsold units from the previous registration. Therefore, unsold Limited
     Partnership Units totaled $75,218,153 as of the effective date of the
     registration. A post-effective amendment to the registration was effective
     August 18, 2000 at which time $71,744,551 unsold units were available.
     Effective November 2000, the Partnership is closed to new investment;
     however, the General Partner may reopen the Partnership to new investments
     in the future.

     From inception through October 2000, the Partnership engaged in the
     speculative trading of United States (U.S.) stock index futures contracts
     pursuant to an advisory contract with Hampton Capital Management, Inc.
     (Hampton). During October 2000, as a result of extreme stock market
     volatility and trading losses, the advisory contract with Hampton was
     terminated and trading was halted. Several new commodity trading advisors
     were subsequently selected and trading resumed in December 2000. The
     Partnership remains focused on trading stock index futures and options,
     but the new advisors also trade a diversified group of commodity,
     currency, and other futures and option contracts.

(b)  General Description of the Business
     -----------------------------------

     ProFutures, Inc., a Texas corporation, is the General Partner which
     administers the business and affairs of the Partnership.

     It is registered with the Commodity Futures Trading Commission (CFTC) as a
     commodity trading advisor and commodity pool operator and is a member of
     the National Futures Association (NFA). Gary D. Halbert is the Chairman,
     President and principal stockholder of ProFutures, Inc., which was
     incorporated and began operation in December 1984 and specializes in
     speculative managed futures accounts.

     Trading decisions are made by three independent commodity trading
     advisors, Ansbacher Investment Management, Inc., Clarke Capital
     Management, Inc. and Meyer Capital Management, Inc., collectively the
     "Advisors".

     The Partnership's Selling Agent is ProFutures Financial Group, Inc. which
     is an affiliate of ProFutures, Inc.

     The Partnership operates as a commodity investment pool, whose objective
     is to achieve appreciation of its assets through the speculative trading
     in futures and option contracts and other commodity interests. It
     ordinarily maintains open positions for a relatively short period of time.
     The Partnership's ability to make

                                       4
<PAGE>


     a profit depends largely on the success of the Advisors in identifying
     market trends and price movements and buying or selling accordingly.

(c)  Trading Methods and Advisors
     ----------------------------

     The General Partner, on behalf of the Partnership, has entered into
     advisory contracts which provide that the portion of the Partnership's
     assets allocated to each Advisor will be traded in accordance with the
     Advisor's instructions unless the General Partner determines that the
     Partnership's trading policies have been violated. The General Partner has
     the authority to allocate or reallocate assets to or from its current
     Advisors.

     The Advisors do not own any Units of the Partnership. The Advisors are
     independent commodity trading advisors and are not affiliated with the
     General Partner. The Advisors are registered with the CFTC as commodity
     trading advisors and are members in such capacity with the NFA. Because of
     their confidential nature, proprietary trading records of the Advisors and
     their respective principals are not available for inspection by the
     Limited Partners of the Partnership.

     Ansbacher Investment Management, Inc. (Ansbacher)
     -------------------------------------------------

     The objective of Ansbacher's strategy is to achieve substantial capital
     appreciation through the speculative trading of futures contracts, options
     on futures contracts (and potentially forward contracts), and other
     futures-related interests, which objective entails a comparatively high
     level of risk. Ansbacher currently engages in a program of selling or
     "writing" options (puts and calls) on stock index futures. However, in the
     future, Ansbacher may trade a broader portfolio of options, futures and
     cash markets (and potentially forward markets), including agricultural
     products, metals, currencies, financial instruments, and stock, financial
     and economic indices (collectively, "Commodity Interests"). Ansbacher may
     trade Commodity Interests on any U.S. exchange.

     Ansbacher uses a systematic approach to trading in that it relies heavily
     on a program of selling or "writing" options on stock index futures.
     Ansbacher may also, from time to time, purchase options. The
     implementation of this program, i.e., selecting how many puts and how many
     calls, and which prices and maturities of each, in turn depends upon both
     technical and fundamental considerations. The technical indicators will
     include the prices of various options, both in absolute terms in relation
     to their historic price levels, and in relative terms comparing the prices
     of puts to the prices of similar calls. In this respect, Ansbacher may
     rely upon the current reading of The Ansbacher Index. The fundamental
     considerations include the condition of the stock market, its trend and
     its volatility as well as business, political and economic forces which
     can influence the stock market.

     In addition, Ansbacher may take positions in the futures markets,
     including stock index and bond futures, based upon fundamental
     considerations such as historical price patterns, or technical
     considerations such as trend following.

     Ansbacher generally utilizes up to 30% to 40% of account assets for
     margin; however such amount could be substantially higher (up to 65%) or
     lower at times depending on trading conditions. These margin levels are
     very high even for a speculative trading program.

     Clarke Capital Management, Inc. (Clarke)
     ----------------------------------------

     Clarke is a diversified, systematic (trend-following) Advisor trading in
     several programs. The Partnership selected Clarke's "Millennium" program.
     The Millennium program currently trades approximately 83 domestic and
     international commodity interests. 24 of these are either long or short
     interest rate contracts reflecting interest rates in Europe, the U.S.,
     Canada, Japan and Australia. The balance of the commodity interests
     followed are currencies, grains, softs, metals, meats and fuels both
     foreign and domestic. The number of models used in this program is 27.
     Unlike any of Clarke's other programs, the Millennium Program uses several
     very long term models among the 27 in its portfolio. These very long term
     models


                                      5
<PAGE>

     generally produce larger profits per trade, but lower profits per day than
     shorter models. When used in a portfolio with shorter time frame models,
     as is the case here, they can produce smoother overall equity curves even
     though these models generally give much more room to a position before
     exiting. Clients of the Millennium Program should be aware that there will
     be times when there is significant correlation among global interest
     rates; possibly in an adverse direction to positions held in a client's
     account. Clients of the Millennium Program should be aware that this
     factor alone, although there are others, will lead to periods of extreme
     volatility and possibly very large drawdowns in a client's equity.

    Meyer Capital Management, Inc. (Meyer)
    --------------------------------------

     Meyer's money management program is designed primarily for sophisticated
     investors. Their primary objective is the capital appreciation of its
     client's assets through the speculation in financial and commodity futures
     contracts.

     Meyer uses multiple non-correlated technical strategies to manage customer
     accounts. Meyer believes that futures price movements in all markets may
     be more accurately anticipated by historical price movements within a
     quantitative or technical analysis than by fundamental economic analysis.
     Since non-directional and limited price directional trading strategies are
     employed, major long-term price movements are not necessarily needed for
     the program to be successful. Rather, diverse models that have yielded
     good risk/reward characteristics in the past are combined with other
     uncorrelated models to form a robust trading program that is less
     dependent on any one particular market characteristic.

     The trading strategies and systems utilized by Meyer may be revised from
     time to time by Meyer as a result of ongoing research and development,
     which seeks to devise new trading strategies and systems as well as test
     methods currently employed. The trading strategies and systems used by
     Meyer in the future may differ significantly from those presently used,
     due to the changes, which may result from this research. Clients will not
     be informed of these changes as they may occur.

     Exchanges on which transactions will take place will include, but are not
     limited to, all exchanges in the United States, as well as non-US
     exchanges which include the London International Financial Futures and
     Options Exchange Ltd (LIFFE), the Marche a Terme International de France
     (France), the Eurex Deutschland (EUREX), the Montreal Exchange (ME), the
     Tokyo Stock Exchange (TSE), the Singapore International Monetary Exchange
     (SIMEX), and the Sydney Futures Exchange Ltd (SFE).

(d)  Fees, Compensation and Expenses
     -------------------------------

     The Partnership pays the General Partner a monthly management fee equal to
     1/6 of 1% (2% annually) of month-end Net Assets (as defined in the Limited
     Partnership Agreement).

     The Partnership has advisory contracts with several trading advisors.

     Certain Advisors are paid a monthly management fee of 1/12 of 1% (1%
     annually) of Allocated Net Asset Value (as defined in each respective
     advisory contract). In addition, the Advisors receive quarterly incentive
     fees ranging from 20% to 25% of Trading Profits (as defined).

     A one-time organizational charge of 1% of the subscription amount is paid
     to the General Partner (or the Selling Agent, its affiliated broker-
     dealer) by each subscriber. The General Partner has paid for all actual
     costs of organizing the Partnership and conducting the public offering of
     Units.

     To the extent that the aggregate 1% organizational charge collected is
     less than these actual costs, the General Partner will pay the costs. To
     the extent that the aggregate 1% organizational charge collected exceeds
     these actual costs, the excess amount will be paid to the Selling Agent.

     Such payment could be deemed to be a selling commission.


                                       6
<PAGE>

(e)  Brokerage Arrangements
     ----------------------

     The Partnership deposits funds with Man Financial Inc. to act as broker,
     subject to Commodity Futures Trading Commission regulations and various
     exchange and broker requirements. Margin requirements are satisfied by the
     deposit of cash with such broker. The Partnership earns interest income on
     its assets deposited with the broker.

(f)  Financial Information About Industry Segments
     ---------------------------------------------

     The Partnership operates in only one industry segment, that of the
     speculative trading of futures and options on futures contracts. See also
     "The Stock Index Futures Markets", pages II-3 to II-5 of Part II of the
     Prospectus dated August 18, 2000 which is incorporated herein by
     reference.

(g)  Regulation
     ----------

     The U.S. futures markets are regulated under the Commodity Exchange Act,
     which is administered by the Commodity Futures Trading Commission (CFTC),
     a federal agency created in 1974. The CFTC licenses and regulates
     commodity exchanges, commodity brokerage firms (referred to in the
     industry as "futures commission merchants"), commodity pool operators,
     commodity trading advisors and others. The General Partner is registered
     by the CFTC as a commodity pool operator and the Advisors are registered
     as commodity trading advisors. Futures professionals such as the General
     Partner and the Advisors are also regulated by the National Futures
     Association, a self-regulatory organization for the futures industry that
     supervises the dealings between futures professionals and their customers.
     If the pertinent CFTC registrations or NFA memberships were to lapse, be
     suspended or be revoked, the General Partner would be unable to act as the
     Partnership's commodity pool operator, and the Advisors as commodity
     trading advisors, to the Partnership.

     The CFTC has adopted disclosure, reporting and recordkeeping requirements
     for commodity pool operators (such as the General Partner) and disclosure
     and recordkeeping requirements for commodity trading advisors. The
     reporting rules require pool operators to furnish to the participants in
     their pools a monthly statement of account, showing the pool's income or
     loss and change in Net Asset Value and an annual financial report, audited
     by an independent certified public accountant.

     The CFTC and the exchanges have pervasive powers over the futures markets,
     including the emergency power to suspend trading and order trading for
     liquidation only (i.e., traders may liquidate existing positions but not
     establish new positions). The exercise of such powers could adversely
     affect the Partnership's trading.

     For additional information refer to "Regulation", Pages II-4 to II-5 of
     Part II of the Prospectus dated August 18, 2000, which is incorporated
     herein by reference.

(h)  Competition
     -----------

     The Partnership may experience increased competition for the same
     commodity futures contracts. The Advisors may recommend similar or
     identical trades to other accounts they manage. Thus the Partnership may
     be in competition with such accounts for the same or similar positions.
     Competition may also increase due to widespread utilization of
     computerized trading methods similar to the methods used by the Advisors.
     The Partnership may also compete with other funds organized by the General
     Partner.

(i)  Financial Information About Foreign and Domestic Operations
     -----------------------------------------------------------

     The Partnership does not expect to engage in any operations in foreign
     countries nor does it expect to earn any portion of the Partnership's
     revenue from customers in foreign countries.

                                       7
<PAGE>

(j)  Available Information
     ---------------------

     The Partnership is an electronic filer with the Securities and Exchange
     Commission (SEC). The SEC maintains an Internet Site that contains
     reports, proxy and information statements, and other information
     regarding issuers that file electronically with the SEC
     (http://www.sec.gov). The General Partner will voluntarily provide
     electronic or paper copies of this filing free of charge upon request.

Item 2.           Properties.

     The Partnership does not own and does not expect to own any physical
     properties.

Item 3.           Legal Proceedings.

     The Partnership is not aware of any pending legal proceedings to which the
     Partnership is a party or to which any of its assets are subject.

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

     There were no matters submitted to a vote of holders of Limited
     Partnership Units ("Units") during the fourth quarter of the fiscal year
     ended December 31, 2004 through the solicitation of proxies or otherwise.

                                    PART II

Item 5.           Market for Partnership's Securities and Related Security
                  Holder Matters.

(a)  Market Information
     ------------------

     There is no established public trading market for the Partnership's
     Limited Partnership Units. Effective November 2000, the Partnership is
     closed to new investment; however, the General Partner may reopen the
     Partnership to new investments in the future.

     The Partnership's Limited Partnership Units are no longer being offered
     for sale.

     A Limited Partner (or any assignee of units) may withdraw some or all of
     his capital contribution and undistributed profits, if any, by requiring
     the Partnership to redeem any or all of his Units at Net Asset Value per
     Unit. Redemptions shall be effective as of the end of any month after 10
     days written notice to the General Partner. Redemptions shall be paid as
     promptly as practicable after the effective date of redemption, but in no
     event more than 30 days thereafter, provided that all liabilities,
     contingent or otherwise, of the Partnership, have been paid and there
     remains property of the Partnership sufficient to pay them.

(b)  Holders
     -------

     The number of holders of record of Units of Partnership as of December 31,
     2004 was:

                 General Partner's Capital  3
                 Limited Partners' Capital  359

     At the commencement of trading on November 20, 1997 there were 38 Partners
     holding 3,044 Units. At December 31, 2004 there were 359 Limited Partners
     holding 5,865 Units, and 535 Units held by the General Partner and its
     principals.

(c)  Distributions
     -------------

     The Partnership does not anticipate making any distributions to investors.

                                       8

<PAGE>

     Distributions of profits to partners are made at the discretion of the
     General Partner and will depend, among other factors, on earnings and the
     financial condition of the Partnership. No such distributions have been
     made to date.

Item 6.           Selected Financial Data.

     Following is a summary of certain financial information for the
     Partnership for the calendar years 2004, 2003, 2002, 2001 and 2000.

                                                              2004
                                                              ----

        Realized Gains (Losses)                    $        1,183,028
        Change in Unrealized Gains (Losses)
            on Open Contracts                                 (30,372)
        Interest Income                                       108,254
        General Partner Management Fee                        160,027
        Advisor Management Fees                                51,473
        Advisor Incentive Fees                                268,067
        Net Income (Loss)                                     439,590
        General Partner Capital                                71,243
        Limited Partner Capital                             7,338,344
        Partnership Capital                                 7,409,587
        Net Income (Loss) Per Limited and
            General Partner Unit*                              59.26
        Net Asset Value Per Unit At
            End of Year                                     1,159.53


                                                              2003
                                                              ----

        Realized Gains (Losses)                    $        1,655,884
        Change in Unrealized Gains (Losses)
            on Open Contracts                                (375,278)
        Interest Income                                        99,408
        General Partner Management Fee                        205,740
        Advisor Management Fees                                90,002
        Advisor Incentive Fees                                178,562
        Net Income (Loss)                                     550,457
        General Partner Capital                                66,976
        Limited Partner Capital                             8,882,156
        Partnership Capital                                 8,949,132
        Net Income (Loss) Per Limited and
            General Partner Unit*                              56.67
        Net Asset Value Per Unit At
            End of Year                                     1,090.08


                                                              2002
                                                              ----

        Realized Gains (Losses)                    $        2,049,049
        Change in Unrealized Gains (Losses)
            on Open Contracts                                 327,418
        Interest Income                                       183,974
        General Partner Management Fee                        232,242
        Advisor Management Fees                               116,644
        Advisor Incentive Fees                                467,596

                                       9
<PAGE>

        Net Income (Loss)                                   1,336,037
        General Partner Capital                                63,353
        Limited Partner Capital                            10,973,670
        Partnership Capital                                11,037,023
        Net Income (Loss) Per Limited and
            General Partner Unit*                             115.07
        Net Asset Value Per Unit At
            End of Year                                     1,031.12


                                                              2001
                                                              ----

        Realized Gains (Losses)                    $        2,155,466
        Change in Unrealized Gains (Losses)
            on Open Contracts                                (463,346)
        Interest Income                                       438,669
        General Partner Management Fee                        251,199
        Advisor Management Fees                               126,070
        Advisor Incentive Fees                                514,558
        Net Income (Loss)                                     865,071
        General Partner Capital                                56,537
        Limited Partner Capital                            11,882,135
        Partnership Capital                                11,938,672
        Net Income (Loss) Per Limited and
            General Partner Unit*                              62.43
        Net Asset Value Per Unit At
            End of Year                                       920.18


                                                              2000
                                                              ----

        Realized Gains (Losses)                    $      (24,145,559)
        Change in Unrealized Gains (Losses)
            on Open Contracts                               6,842,576
        Interest Income                                     1,455,997
        General Partner Management Fee                        706,890
        Advisor Management Fees                                10,816
        Advisor Incentive Fees                                111,774
        Net Income (Loss)                                 (16,805,240)
        General Partner Capital                                52,762
        Limited Partner Capital                            12,633,367
        Partnership Capital                                12,686,129
        Net Income (Loss) Per Limited and
            General Partner Unit*                            (834.14)
        Net Asset Value Per Unit At
            End of Year                                       858.74



                                      10

<PAGE>



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

     Critical Accounting Policies

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States requires management to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities and disclosures of contingent assets and liabilities at
     the date of the financial statements and the reported amounts of income
     and expense during the reporting period. Management believes that the
     estimates utilized in preparing the financial statements are reasonable
     and prudent; however, actual results could differ from those estimates.
     The Partnership's significant accounting policies are described in detail
     in Note 1 to the Financial Statements.

     The Partnership records all investments at fair value in its financial
     statements, with changes in fair value reported as a component of realized
     and change in unrealized trading gain (loss) in the Statements of
     Operations. Generally, fair values are based on market prices; however, in
     certain circumstances, estimates are involved in determining fair value in
     the absence of an active market closing price (e.g. swap and forward
     contracts which are traded in the inter-bank market).

(a)  Liquidity and Capital Resources
     -------------------------------

     Substantially all of the Partnership's assets at December 31, 2004 were in
     cash. There are no restrictions on the liquidity of these assets except
     for amounts on deposit with the broker needed to meet margin requirements
     on open futures contracts.

     The amount of assets invested in the Partnership generally does not affect
     its performance, as typically this amount is not a limiting factor on the
     positions acquired by the Advisors, and the Partnership's expenses are
     primarily charged as a fixed percentage of its asset base, however large.

     The Partnership raises additional capital only through the sale of Units
     and trading profits (if any) and does not engage in borrowing. The
     Partnership sells no securities other than the Units.

     The value of the Partnership's cash and financial instruments is not
     materially affected by inflation. Changes in interest rates, which are
     often associated with inflation, could cause periods of strong up or down
     stock market price trends, during which the Partnership's profit potential
     generally increases.

     Substantially all of the Partnership's assets are held in cash deposited
     with its broker. Accordingly, except in very unusual circumstances, the
     Partnership should be able to close out any or all of its open trading
     positions and liquidate any cash management investments quickly and at
     market prices. This permits the Advisors to limit losses as well as reduce
     market exposure on short notice should their programs direct them to do so
     in order to reduce market exposure. In addition, because there is a
     readily available market value for the Partnership's positions and assets,
     the Partnership's monthly Net Asset Value calculations are precise.

(b)  Results of Operations
     ---------------------

     The Partnership's net income (loss) for each quarter of the years ended
     December 31, 2004 and 2003 consisted of the following:

<TABLE>
<CAPTION>
                                  1st Qtr 2004    2nd Qtr 2004    3rd Qtr 2004     4th Qtr 2004
                                 -----------------------------------------------------------------
<S>                                    <C>             <C>              <C>             <C>

Gain (loss) from trading                 320,785       (532,048)         476,699          664,992
Net investment (loss)                  (166,571)       (100,493)       (106,097)        (117,677)
Net Income (Loss)                        154,214       (632,541)         370,602          547,315

Net income (loss) per Unit                 19.22         (83.29)           50.88            88.24

                                      11
<PAGE>

Increase (decrease) in                     20.09         (82.80)           52.14            80.02
   Net Asset Value per Unit

Net Asset Value per Unit                1,110.17        1,027.37        1,079.51         1,159.53
   at end of period




                                  1st Qtr 2003    2nd Qtr 2003    3rd Qtr 2003     4th Qtr 2003
                                 -----------------------------------------------------------------

Gain (loss) from trading                 345,035         (6,370)        (78,014)          769,477
Net investment (loss)                   (80,153)        (79,619)        (94,481)        (225,418)
Net Income (Loss)                        264,882        (85,989)       (172,495)          544,059

Net income (loss) per Unit                 25.09          (8.50)         (18.38)            61.81
Increase (decrease) in                     23.10          (9.53)         (16.51)            61.90
   Net Asset Value per Unit

Net Asset Value per Unit                1,054.22        1,044.69        1,028.18         1,090.08
   at end of period
</TABLE>


     Due to the speculative nature of trading derivatives, the Partnership's
     income or loss from operations may vary widely from period to period.
     Management cannot predict whether the Partnership's future Net Asset Value
     per Unit will increase or experience a decline.

     PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

     Year Ended December 31, 2004
     ----------------------------

     2004 had net income of $439,590 or $59.26 per Unit. At December 31, 2004,
     partners' capital totaled $7,409,587, a net decrease of $1,539,545 from
     December 31, 2003 including capital redemptions of $1,979,135. Net Asset
     Value per Unit at December 31, 2004 amounted to $1,159.53, as compared to
     $1,090.08 at December 31, 2003, an increase of 6.37%.

     The net income for 2004 resulted primarily from trading gains in the
     energy, equities and foreign currencies market sectors, offset by losses
     in the agricultural and metals market sectors.

     Fourth Quarter 2004
     -------------------

     The fourth quarter continued to be volatile for the markets, especially
     the commodity markets. Oil and currencies were especially volatile. Many
     believe the commodity markets will continue to be volatile due in part to
     increasing demands on commodities from rapidly growing economies in China
     and India.

     The Partnership recognized a loss of 0.46% in October. For the month, the
     Partnership achieved gains in interest rates, foreign currencies, energy
     and stock indices. These gains were mostly offset by losses in base metals
     with smaller losses in certain agricultural commodities.

     The Partnership had a gain of 9.31% in November. The Partnership's largest
     gains were in foreign currencies (the dollar significantly depreciated),
     stock indices, metals, interest rates and certain agricultural
     commodities. The Partnership experienced small losses in energy and
     certain agricultural commodities.

                                      12
<PAGE>

     The Partnership experienced loss of 1.28% in December. For the month, the
     Partnership achieved significant gains in equities, with smaller gains in
     energy. There were losses in metals, interest rates, foreign currencies
     and certain agricultural commodities.

     The Partnership ended the year with a significant gain from the previous
     year.

     Third Quarter 2004
     -----------------

     The economy continued to grow in the third quarter of 2004, though at a
     slower pace. The economic news was a little more mixed, with both good
     news and not-so-good news. Overall though, the growth is continuing,
     though rising oil prices, trading above $50 a barrel, could put a damper
     on things in the coming months.

     The Partnership had a gain of 1.14% in July 2004. It was once again a very
     difficult month in the markets, especially for trend followers, though the
     Partnership did manage a small gain. The Partnership had large gains in
     energy, with smaller gains in agricultural commodities and metals. There
     were losses in equities, foreign currencies and interest rates.

     The Partnership had a loss of 3.98% for August 2004. The Partnership had
     gains in bonds, interest rates and equities. There were losses mainly in
     foreign currencies, energy, metals and agricultural commodities.

     The Partnership had a gain of 8.20% in September 2004. The Partnership had
     large gains in energy, capitalizing on surging oil prices. There were also
     large gains in base metals, with smaller gains in equities and foreign
     currencies. There were some losses in agricultural commodities, interest
     rates and precious metals.

     The Partnership ended the third quarter of 2004 with a gain of 5.08% and a
     loss of (0.97)% for the nine months ended September 30, 2004. The majority
     of the Partnership's trading gains were in the energy, equity and metals
     market sectors, offset by losses in the agricultural, interest rates and
     foreign currencies market sectors.

     Second Quarter 2004
     -------------------

     The economic recovery continued in the second quarter of 2004, and most
     economic news was positive, though there was a little slowdown in June.
     The futures markets were again volatile, especially in energy, interest
     rates and currencies.

     The Partnership had a loss of 5.63% in April 2004. There were gains in
     interest rates, equities and energy. However, these were offset by losses
     in metals, foreign currencies and agriculture.

     The Partnership had a gain of 1.80% in May 2004. There were gains in
     energy, interest rates and metals. There were losses in agriculture,
     equities and foreign currencies. Clarke Capital had a stellar month, up
     nearly 9%, which was partially offset by losses from Meyer Capital.

     The Partnership had a loss of 3.67% in June 2004. There were losses in all
     sectors except equities. The largest losses were in foreign currencies and
     energy.

     Overall, the Partnership's total return was (7.46)% for the quarter and
     (5.75)% for the six months ended June 30, 2004. The majority of the
     Partnership's trading gains were in the energy sector and the largest loss
     was in agricultural commodities.

     First Quarter 2004
     ------------------

     The economy continued to improve in the first quarter of 2004, and most
     economic news was positive. The futures markets continued to be volatile,
     especially energy and currencies.

                                      13
<PAGE>

     The Partnership had a loss of 1.79% in January 2004. There were gains in
     stock indices, metals and energy. These were offset by losses in
     agricultural commodities, foreign currencies and interest rates.

     The Partnership had a gain of 1.92% in February 2004. There were large
     gains in stock indices, with smaller gains in interest rates, metals,
     energy and grains. There were some losses in agricultural commodities and
     foreign currencies.

     The Partnership had a gain of 1.75% in March 2004. There were gains in
     metals, interest rates and equities, with smaller gains in certain
     agricultural commodities. There were some losses in energy and foreign
     currencies.

     Overall, the Partnership ended the quarter with a total return of 1.84%.
     The majority of the trading gains were in equities and metals and the
     largest loss was in foreign currencies.


     Year Ended December 31, 2003
     ----------------------------

     2003 had net income of $550,457 or $56.67 per Unit. At December 31, 2003,
     partners' capital totaled $8,949,132, a net decrease of $2,087,891 from
     December 31, 2002 including capital redemptions of $2,638,348. Net Asset
     Value per Unit at December 31, 2003 amounted to $1,090.08 as compared to
     $1,031.12 at December 31, 2002, an increase of $58.96 or 5.72%.

     Fourth Quarter 2003
     -------------------

     The economy continued to grow in the fourth quarter, though at a slower
     pace than the third quarter. The futures markets were very volatile, with
     many trends underway that the traders were able to capitalize on.

     In October 2003, the Partnership had a gain of 2.98%. There were large
     gains in stock indices, agricultural commodities and foreign currencies,
     with smaller gains in base metals. There were losses in energy and
     interest rates.

     In November 2003, the Partnership had a small loss of 0.36%. There were
     some gains related to stock indices, foreign currencies and precious
     metals. However, these were offset by losses in most of the other sectors.

     In December 2003, the Partnership had a gain of 3.33%. There were gains in
     stock indices and foreign currencies, with smaller gains in metals. There
     were some losses in agricultural commodities and energy.

     Overall, the Partnership had a total return of 6.02% for the quarter and
     5.72% for the year ended December 31, 2003. The majority of the
     Partnership's trading gains for the fourth quarter 2003 were in foreign
     currencies and the largest loss was in energy.

     Third Quarter 2003
     ------------------

     The economy continued to improve in the third quarter. The equity markets
     were mostly up. Most analysts expect the economy to continue to improve
     for the remainder of the year.

     In July 2003, the Partnership had a loss of 4.03%. There were losses in
     bonds and other interest rates, and foreign currencies. There were gains
     in agricultural commodities and energy.

     In August 2003, the Partnership had a gain of 0.80%. The gain was related
     to stock indices as no other types of contracts were traded during the
     month.

     In September 2003, the Partnership had a gain of 1.74%. There were gains
     in stock indices, agricultural commodities, foreign currencies and
     interest rates. There were losses in energy and metals.

                                      14
<PAGE>

     Overall, the Partnership had a total return of (1.58)% for the quarter and
     (0.29)% for the nine months ended September 30, 2003. The majority of the
     Partnership's trading gains for the third quarter 2003 were in stock
     indices and the largest loss occurred in interest rate futures. In
     September 2003, a new trader, Clarke Capital Management, was added to the
     Partnership.

     Second Quarter 2003
     -------------------

     Futures were somewhat more stable in the second quarter as compared to the
     first. The war with Iraq ended, and the stock markets began a steady climb
     that lasted through the end of the quarter.

     In April 2003, the Partnership had a loss of 0.11%. There were gains in
     grains and currencies. However, these were mostly offset by losses in
     other sectors, including stock indices.

     In May 2003, the Partnership had a gain of 1.47%. There were gains in
     currencies and interest rates, especially bonds and stock indices. There
     were losses in agricultural commodities, metals and energy.

     In June 2003, the Partnership had a loss of 2.23%. There were losses in
     agricultural commodities, bonds, metals, energy and currencies. There were
     gains in stock indices and short-term interest rates.

     Overall, the Partnership's rate of return was (0.90)% for the quarter and
     1.32% for the six months ended June 30, 2003. The majority of the
     Partnership's trading gains for the second quarter were in foreign
     currencies and equities and the largest loss was in agricultural
     commodities.

     First Quarter 2003
     ------------------

     The futures markets were volatile in the first quarter of 2003. The
     looming war with Iraq caused energy prices to skyrocket. Many other
     markets were choppy due to this uncertainty. Consumer confidence dropped
     dramatically. The traders were able to capitalize on the volatility in the
     markets.

     In January 2003, the Partnership had a gain of 7.02%. There were very
     large gains in the energy, foreign currencies, stock indices, precious and
     base metals, and certain agricultural commodities. The losses were
     primarily limited to grains and short-term interest rates.

     In February 2003, the Partnership had a gain of .45%. There were large
     gains in energy, with smaller gains in currencies and interest rates.
     These gains were primarily offset by losses in stock indices and metals.

     In March 2003, the Partnership had a loss of 4.90%. There were some small
     gains in stock indices and short-term interest rates. However, the losses
     in other sectors, especially energy, were far greater.

     Overall, the Partnership had a total return of 2.24% for the quarter. The
     majority of the Partnership's trading gains were in energy and foreign
     currencies and the largest loss was in metal futures.

     Year Ended December 31, 2002
     ----------------------------

     2002 had net income of $1,336,037 or $115.07 per Unit. At December 31,
     2002, partners' capital totaled $11,037,023, a net decrease of $901,649
     from December 31, 2001 including capital redemptions of $2,237,686. Net
     Asset Value per Unit at December 31, 2002 amounted to $1,031.12, as
     compared to $920.18 at December 31, 2001, an increase of $110.94.

     Fourth Quarter 2002
     -------------------

     The futures markets continued to be very volatile in the fourth quarter of
     2002. The ongoing threat of war with Iraq, and its impact on the energy
     markets, caused much of the volatility. Gold prices soared in part due to
     this uncertainty, as well as uncertainty over economic prospects for the
     future. The equity markets were up, for the most part, at the end of the
     quarter.

                                      15
<PAGE>

     The Long/Short Growth Fund started the quarter with a loss in October of
     4.05%. There were gains in stock indices and certain agricultural
     commodities. These gains were more than offset by losses in interest
     rates, metals, foreign currencies and energy.

     In November, the Fund lost 1.85%. The Fund had some gains in agricultural
     commodities, stock indices and base metals. However, the gains were not
     enough to offset the losses in foreign currencies, energy and interest
     rates.

     In December, the Fund posted a gain of 2.75%. The Fund had gains in
     equities, foreign currencies and interest rates. There were some losses in
     certain agricultural commodities and base metals.

     The Fund finished the year with a gain of 12.06%. The volatility in the
     futures markets allowed some traders to capitalize on trends in various
     markets.

     Third Quarter 2002
     ------------------

     The futures markets continued to be volatile in the third quarter of 2002.
     The equity markets suffered losses during the quarter, which impacted the
     commodities markets. The looming threat of war with Iraq also had a big
     impact on the markets, especially oil and gas futures.

     The Partnership started the quarter with a loss in July of (2.58)%. There
     were losses in stock indices along with losses in metals, foreign
     currencies and certain of the agricultural commodities. These losses were
     partially offset by gains in interest rates, and some of the agricultural
     commodities.

     In August, the Partnership gained 6.11%. There were gains in stock
     indices. There were also gains in grains and other agricultural
     commodities, as well as interest rates. There were losses in foreign
     currencies and base metals.

     In September, the Partnership posted another gain of 0.47%. There were
     gains in interest rates, energy and base metals. These gains were mostly
     offset by losses in stock indices, certain of the agricultural
     commodities, and foreign currencies.

     The Partnership had a total return of 3.86% for the quarter and 15.80% for
     the nine months ended September 30, 2002. For the third quarter 2002, the
     majority of the Partnership's trading gains were in interest rate futures
     and the largest loss was in stock index futures.

     Second Quarter 2002
     -------------------

     The futures markets continued to be volatile in the second quarter of
     2002, though there was a surge at the end of the quarter. The extreme
     volatility of the equity markets, mainly on the downside, had a major
     impact on the commodities markets. Many of the US and overseas stock
     indices and foreign currencies were very active. Some of this was the
     result of the corporate scandals that continue to rock the markets.

     The Partnership had a good second quarter, starting in April with a gain
     of .56%. There was a gain in S & P 500 options, with gains in lean hogs
     and corn futures. These were partially offset by losses in the S & P 500
     Index, copper futures and coffee futures.

     In May, the Partnership continued its positive quarter with a gain of
     5.66%. There were gains in foreign currencies, stock indices and precious
     metals. There were losses in the energy complex and some agricultural
     commodities.

     In June, the Partnership posted another gain of 2.16%. There were gains in
     British Pounds, the S & P 500 Index, Euro futures and EuroDollar futures.
     These were partially offset by losses in options on the S & P 500, lean
     hogs and sugar futures.

                                      16
<PAGE>

     The Partnership had a total return of 8.54% for the quarter and 11.50% for
     the six months ended June 30, 2002. For the second quarter 2002, the
     majority of the Partnership's trading gains were in foreign currencies and
     the largest loss was in the energy markets.

     First Quarter 2002
     ------------------

     The futures markets remained choppy in the first quarter of 2002. While
     the economy was showing some signs of improvement, there were also some
     negative signs that caused uncertainty. The troubles in the Middle East
     lead to large increases in oil and gas prices. Gold prices also moved
     higher early in the quarter, but gave back some of their gains at the end
     of the quarter.

     In January 2002, the Partnership gained a modest 0.99%. There were large
     gains in stock index, along with some smaller gains in energy and foreign
     currencies. These were mostly offset by losses in interest rates,
     agricultural commodities and precious metals.

     In February 2002, there was another gain of 4.34%. This resulted from
     gains in stock index, once again. There were also gains in interest rates
     and agricultural commodities. There were some losses incurred in energy
     and foreign currencies.

     In March 2002, the Partnership incurred a loss of 2.51%. Again there were
     profits in the stock indices. These however were offset by losses in
     foreign currencies, interest rates and agricultural commodities. Coffee
     and Eurodollar futures incurred the largest losses.

     For the first quarter 2002, the majority of the Partnership's gains came
     from profits in options on S&P 500 Index futures. The largest loss for the
     quarter was from coffee.

(c)  Possible Changes
     ----------------

     The General Partner reserves the right to terminate and/or engage
     additional Commodity Trading Advisors or change any of the Partnership's
     clearing arrangements.

Item 8.           Financial Statements and Supplementary Data.

     Financial statements meeting the requirements of Regulation S-X are listed
     following this report. The Supplementary Financial Information specified
     by Item 302 of Regulation S-K is included in Item 7.(b), Results of
     Operations.

Item 9.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosures.

     None.

Item 9A.          Controls and Procedures.

     ProFutures, Inc., as General Partner of ProFutures Long/Short Growth Fund,
     L.P., with the participation of the General Partner's President and Chief
     Financial Officer, has evaluated the effectiveness of the design and
     operation of its disclosure controls and procedures (as defined in the
     Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect
     to the Partnership as of the end of the period covered by this annual
     report. Based on their evaluation, the President and Chief Financial
     Officer have concluded that these disclosure controls and procedures are
     effective. There were no changes in the General Partner's internal control
     over financial reporting applicable to the Partnership identified in
     connection with the evaluation required by paragraph (d) of Exchange Act
     Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that
     have materially affected, or are reasonably likely to materially affect,
     internal control over financial reporting applicable to the Partnership.

                                      17
<PAGE>

                                    PART III

Item 10.          Directors and Executive Officers of the Partnership.

     The Partnership is a limited partnership and therefore does not have any
     directors or officers. The Partnership's General Partner, ProFutures,
     Inc., administers and manages the affairs of the Partnership.

     The Board of Directors of ProFutures, Inc., in its capacity as the audit
     committee for the Partnership, has determined that Debi B. Halbert
     qualifies a an "audit committee financial expert" in accordance with the
     applicable rules and regulations of the Securities and Exchange
     Commission. She is not independent of management.

     The Partnership has adopted a Code of Ethics that applies to the
     Partnership and its affiliates as well as the Executive Officers of
     ProFutures, Inc. The Partnership's Code of Ethics is attached hereto as an
     Exhibit.

Item 11.          Executive Compensation.

     As discussed above, the Partnership does not have any officers, directors
     or employees. The General Partner received monthly management fees which
     aggregated $160,027 for 2004.

Item 12.          Security Ownership of Certain Beneficial Owners.

(a)  Security Ownership of Certain Beneficial Owners
     -----------------------------------------------

     The Partnership knows of no one person who beneficially owns more than 5%
     of the Units of Limited Partnership Interest.

(b)  Security Ownership of Management
     --------------------------------

     Under the terms of the Limited Partnership Agreement, the General Partner
     exclusively manages the Partnership's affairs. As of December 31, 2004,
     the General Partner owned 61 Units.

(c)  Changes in Control
     ------------------

     None.

Item 13.          Certain Relationships and Related Transactions.

     See prospectus dated August 18, 2000, page ii, Organizational Chart, and
     pages 36 - 37, Conflicts of Interest, for information concerning
     relationships and transactions between the General Partner, the Advisors,
     the Broker and the Partnership.

Item 14.          Principal Accounting Fees and Services.

     Arthur F. Bell, Jr. & Associates, L.L.C. billed the Partnership aggregate
     fees for services rendered to the Partnership for the last two fiscal
     years as follows:

                                          2004                     2003
                                    -----------------       ------------------

        Audit Fees (1)            $      41,282             $     34,487
        Audit-Related Fees (2)    $      13,711             $     11,462
        Tax Fees (3)              $       5,620             $      4,001
        All Other Fees (4)        $       3,000             $      2,600

                                      18
<PAGE>

     (1)  Audit fees relate to the annual audit, quarterly reviews, and
          assistance with and review of documents filed with the Securities and
          Exchange Commission.

     (2)  Audit-Related Fees relate to the monthly recalculation of net asset
          value and net asset value per unit, from information provided by the
          General Partner, and consultation on the preparation of month-end
          account statements provided to each partner.

     (3)  Tax Fees relate to the preparation of the U.S. Partnership and
          applicable state information tax returns.

     (4)  All Other Fees relate to the preparation of performance records and
          related footnotes for the Partnership and each Advisor.

     The Board of Directors of ProFutures, Inc., in its capacity as the audit
     committee for the Partnership, approved all of the services described
     above. The audit committee has determined that the payments made to its
     independent accountant for non-audit services are compatible with
     maintaining such auditor's independence.

     The audit committee explicitly pre-approves all audit and non-audit
     services and all engagement fees and terms, except as otherwise permitted
     by regulation.

                                    PART IV

Item 15.          Exhibits and Financial Statement Schedules.

(a)   1.  Financial Statements.

          The following are included with the 2004 Report of Independent
          Registered Public Accounting Firm, a copy of which is filed herewith
          as Exhibit 13.01.

                         Affirmation of ProFutures, Inc.
                         Report of Independent Registered Public Accounting Firm
                         Statements of Financial Condition
                         Condensed Schedules of Investments
                         Statements of Operations
                         Statements of Changes in Partners' Capital
                         Notes to Financial Statements

(a)  2.   Financial Statement Schedules.

          Not applicable, not required, or information included in financial
          statements.

(a)  3.   Exhibits.

          Incorporated by reference - previously filed:

          Form S-1 and Prospectus dated August 18, 2000 and exhibits thereto.

          3.1  Amendment to Second Amended and Restated Limited Partnership
               Agreement dated November 10, 2000 (filed as an exhibit to the
               2000 Form 10-K).

          10.7 Form of Amended and Restated Stock Subscription Agreement by and
               between ABN AMRO Incorporated and ProFutures, Inc. dated May 20,
               2002 (filed as an exhibit to the June 30, 2002 Form 10-Q).

                                       19
<PAGE>

(b)  Exhibits
     --------

          13.1 2004 Report of Independent Registered Public Accounting Firm.

          14.1 Code of Ethics.

          31.01 Certification of Gary D. Halbert, President, pursuant to Rules
                13a-14 and 15d-14 of the Securities Exchange Act of 1934.

          31.02 Certification of Debi B. Halbert, Chief Financial Officer,
                pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange
                Act of 1934.

          32.01 Certification of Gary D. Halbert, President, pursuant to 18
                U.S.C. Section 1350 as enacted by Section 906 of The
                Sarbanes-Oxley Act of 2002.

          32.02 Certification of Debi B. Halbert, Chief Financial Officer,
                pursuant to 18 U.S.C. Section 1350 as enacted by Section 906 of
                The Sarbanes-Oxley Act of 2002.

(c)  Financial Statement Schedules
     -----------------------------

     Not Applicable, not required, or information included in financial
     statements.


                                      20

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                       PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                                       (Partnership)

<TABLE>
<CAPTION>
<S>                                              <C>

March 30, 2005                                   By    /s/ GARY D. HALBERT
---------------------------------------------          ---------------------------------------------------------------
Date                                             Gary D. Halbert, President and Director
                                                 ProFutures, Inc.
                                                 General Partner


March 30, 2005                                   By    /s/ DEBI B. HALBERT
---------------------------------------------          ---------------------------------------------------------------
Date                                             Debi B. Halbert, Chief Financial Officer,
                                                 Treasurer and Director
                                                 ProFutures, Inc.
                                                 General Partner

Pursuant to the requirements 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 and on the dates indicated.

March 30, 2005                                   By    /s/ GARY D. HALBERT
---------------------------------------------          ---------------------------------------------------------------
Date                                             Gary D. Halbert, President and Director
                                                 ProFutures, Inc.
                                                 General Partner


March 30, 2005                                   By    /s/ DEBI B. HALBERT
---------------------------------------------          ---------------------------------------------------------------
Date                                             Debi B. Halbert, Chief Financial Officer,
                                                 Treasurer and Director
                                                 ProFutures, Inc.
                                                 General Partner
</TABLE>

                                      21