March   , 2003


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  ProFutures Long/Short Growth Fund, L.P.
          Commission File #0-25585

Dear Sirs:

This filing contains Form 10-K for the year ended December 31, 2002.

                               Very truly yours,

                               Gary D. Halbert, President
                               ProFutures, Inc., General Partner
                               ProFutures Long/Short Growth Fund, L.P.




                      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, 2002
                                 --------------

                       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.,
                        11612 Bee Cave Road, Suite 100,
                             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 Exchange Act Rule 12b-2).

Yes [ ]   No [X]

State the aggregate market value of the voting stock held by non-affiliates
of the Partnership.  The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to
the date of filing.

                              Not applicable

                    DOCUMENTS INCORPORATED BY REFERENCE

 Partnership's Registration Statement on Form S-1 effective August 18, 2000



                                   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
     11612 Bee Cave Road, Suite 100, 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.  Three 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., Beacon Management
     Corporation (USA) and Stratford 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 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.

     Beacon Management Corporation (USA) (Beacon)
     --------------------------------------------

     Beacon's primary trading system is called the Meka Investment Program
     ("Meka").  Meka invests in futures markets with an investment approach
     that may take either long or short positions in the market.  Meka
     aggressively invests in a broad array of globally diversified assets
     using proprietary trading systems and portfolio allocation software.  The
     program's objective is to use diversification and leverage to earn
     long-run returns from a variety of markets.  Meka is executed in the
     futures markets, which provide excellent liquidity, facilitate asset
     allocation shifts, and offer flexible leverage.  Meka generally maintains
     investments in the following markets:

     -  global equity indices, such as U.S. large and small cap, Japanese,
        Australian, and European markets;
     -  global bonds indices, such as U.S. long and intermediate Treasuries,
        and European bonds;
     -  currency cross rates, such as the U.S. dollar vs. the Japanese Yen,
        the Euro, the British Pound, the Canadian Dollar, and the Australian
        Dollar;
     -  energy markets, such as crude oil, gasoline, and natural gas;
     -  metals, such as gold, silver, and copper; and
     -  world commodity markets, such as grains, meats, coffee, and sugar.

     The implementation of Meka is quantitative and computer-based.  Meka
     allocates exposure to each market based on the relationships among the
     different markets and among the trading systems.  Exposure in many
     markets can be short or long, depending on various market conditions:
     the trading systems are predominantly trend-following in nature.  Several
     different analytical approaches are employed in the portfolio, including
     (but not limited to) approaches based on moving averages, breakouts,
     option replication, and volatility.  They vary from short-term methods
     that trade almost every day to long-term methods that sometimes hold
     positions for over a year.

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

     The objective of Stratford's program is to achieve appreciation of client
     assets through speculative trading in futures contracts and options
     thereon primarily on U.S., but also foreign, commodity exchanges.
     Stratford focuses on trading futures contracts on financial commodity
     interests such as U.S. Treasury bonds and U.S. stock indices, particularly
     the S&P 500 Stock Index.

     The trading of the program began in November 1995 with Stratford trading
     several individual accounts.  The program is designed to try to take
     advantage of short-term market fluctuations in some of the most liquid
     futures markets in the world.  Trades usually last between one to five
     days, with the majority occurring within the same day.  Trades are
     selected using a combination of technical analysis of both the futures
     market and the underlying market within the framework of the fundamentals
     of a particular market.  For example, futures contracts underlying market
     within the framework of the fundamentals of a particular market.  For
     example, futures contracts on U.S. Treasury bonds may be sold if there is
     a breakdown in a trend at a time when these bonds are in oversupply.

     The program generally limits the amount of assets committed to margin at
     any one time to approximately 25% of the account assets; however, such
     amount could be substantially higher or lower at any time depending on
     trading conditions.  Stratford seeks to reduce the influence of one-day
     returns by combining this limited capital commitment with short-term
     trading in highly liquid futures markets.

     From time to time, Stratford may trade futures and options contracts on
     currencies.  Currency values are closely related to interest rates and,
     therefore, can be followed using the same techniques described above.
     Since the prices of futures and options contracts on currencies generally
     have more volatility than interest rate futures, effective trading
     opportunities often arise.  However, given the greater volatility of the
     prices of these contracts, Stratford expects to trade a relatively small
     number of them.

     Stratford is authorized to trade a wide range of commodity interests on
     U.S. and foreign exchanges, but will particularly focus on interest rate
     sensitive instruments such as U.S. Treasury bonds and municipal bonds.
     Stratford will also be authorized to trade futures and options contracts
     on commodity interests such as the following which affect interest rates:
     metals (gold, silver and copper) oil, Eurodollars and CRB, as well as
     other Commodity Interests.  Stratford may, but currently is not expected
     to, trade commodity interests in the "cash," "EFP", and "spot" or
     "forward" over-the-counter markets.  Stratford may trade for the accounts
     of participating customers any of the commodity interests which are now,
     or may hereafter be, offered for trading on or off local and international
     exchanges and markets.  In that regard, Stratford from time to time in its
     sole discretion may add new commodity interests to and delete commodity
     interests from its portfolio.

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

     Hampton traded for the Partnership pursuant to its Leverage 3 trading
     program which focused on leveraged trading of the S&P 500 Stock Index
     futures contract.  Effective October 13, 2000, the advisory contract with
     Hampton was terminated and trading was halted.

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

     The General Partner, was paid a monthly management fee equal to 1/4 of 1%
     (3% annually) of month-end Net Assets through November 2000.  Effective
     December 1, 2000, the General Partner management fee was reduced to 1/6 of
     1% (2% annually) of month-end Net Assets.

     The Partnership had an advisory contract with Hampton Capital Management,
     Inc. (Hampton), pursuant to which the Partnership paid a quarterly
     incentive fee equal to 20% of New Trading profits (as defined in the
     advisory contract).  Effective October 13, 2000, the advisory contract
     with Hampton was terminated and further trading was halted.

     Effective December 1, 2000, the Partnership resumed trading with three
     new trading advisors.  Each Advisor is 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, each Advisor receives a
     quarterly incentive fee of 20% 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.

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

     The General Partner, among other responsibilities, has the duty to select
     the brokerage firms through which the Partnership's trading will be
     executed.  The General Partner has selected ABN AMRO Incorporated (ABN)
     as the Partnership's primary clearing broker.  ABN is registered with the
     CFTC as a Futures Commission Merchant.  It is a member of the NFA and a
     clearing member of the Chicago Board of Trade and the International
     Monetary Market of the Chicago Mercantile Exchange.

(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
     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.

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 fiscal year ended December 31,
     2002.



                                  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 may be purchased at a price
     equal to 101% of the Net Asset Value per Unit on the last day of each
     month.  Approximately 99% of the purchase price, an amount equal to 100%
     of Net Asset Value per Unit, is contributed to the Partnership.  The
     General Partner, ProFutures, Inc. retains 1% to pay organizational and
     offering expenses.

     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,
     2002 was:

           General Partner's Capital       2
           Limited Partners' Capital     603

     At the commencement of trading on November 20, 1997 there were 38 Partners
     holding 3,044 Units.  At December 31, 2002 there were 603 Limited Partners
     holding 10,179 Units, and 535 Units held by the General Partner and its
     principals.

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

     The Partnership does not anticipate making any distributions to investors.

     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 2002, 2001, 2000, 1999 and 1998.

                                                                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
     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


                                                                1999
                                                                ----

     Realized Gains (Losses)                                $  1,522,130
     Change in Unrealized Gains (Losses)
       on Open Contracts                                      (7,168,725)
     Interest Income                                           1,625,573
     General Partner Management Fee                              986,328
     Advisor Incentive Fee                                       293,116
     Net Income (Loss)                                        (5,439,311)
     General Partner Capital                                     101,567
     Limited Partner Capital                                  38,536,017
     Partnership Capital                                      38,637,584
     Net Income (Loss) Per Limited and
       General Partner Unit*                                     (304.83)
     Net Asset Value Per Unit At
       End of Year                                              1,652.95


                                                                1998
                                                                ----

     Realized Gains (Losses)                                $  6,818,869
     Change in Unrealized Gains (Losses)
       on Open Contracts                                       1,161,075
     Interest Income                                             439,168
     General Partner Management Fee                              267,508
     Advisor Incentive Fee                                     1,571,370
     Net Income (Loss)                                         6,516,745
     General Partner Capital                                     116,671
     Limited Partner Capital                                  18,438,300
     Partnership Capital                                      18,554,971
     Net Income (Loss) Per Limited and
       General Partner Unit*                                    1,054.60
     Net Asset Value Per Unit At
       End of Year                                              1,898.76


     ----------------
     * Based on weighted average units outstanding


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

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

     Substantially all of the Partnership's assets at December 31, 2002 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, 2002 and 2001 consisted of the following:

                           1st Qtr.      2nd Qtr.      3rd Qtr.      4th Qtr.
                             2002          2002          2002          2002
                           --------      --------      --------      --------

     Gain (loss) from
       trading           $    675,047  $ 1,172,035   $   607,205   $   (77,820)
     Total income (loss)      726,392    1,222,056       654,147       (42,154)
     Net income (loss)        326,773      955,576       434,101      (380,413)

     Net income (loss)
       per Unit                 25.78        80.45         39.22        (35.14)
     Increase (decrease)
       in Net Asset Value
       per Unit                 25.10        80.76         39.56        (34.48)

     Net Asset Value per
       Unit at end of
       period                  945.28     1,026.04      1,065.60      1,031.12


                           1st Qtr.      2nd Qtr.      3rd Qtr.      4th Qtr.
                             2001          2001          2001          2001
                           --------      --------      --------      --------

     Gain (loss) from
       trading           $  1,217,239  $   (64,414)  $   716,095   $  (176,800)
     Total income (loss)    1,377,949       48,512       819,394      (115,066)
     Net income (loss)        958,206     (227,021)      479,412      (345,526)

     Net income (loss)
       per Unit                 65.66       (16.07)        35.46        (26.20)
     Increase (decrease)
       in Net Asset Value
       per Unit                 65.82       (14.61)        36.58        (26.35)

     Net Asset Value per
       Unit at end of
       period                  924.56       909.95        946.53        920.18


     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, 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.

     The Long/Short Growth Fund started the quarter with a loss in October
     of 4.05%.  There were gains in stock indexes 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 indexes 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 indexes 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
     indexes.  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 indexes, 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
     indexes 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 indexes 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.

     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 indexes.  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.

     Year Ended December 31, 2001
     ----------------------------

     2001 had net income of $865,071 or $62.43 per Unit.  At December 31, 2001,
     partners' capital totaled $11,938,672, a net decrease of $747,457 from
     December 31, 2000 due primarily to capital redemptions of $1,612,528.  Net
     Asset Value per Unit at December 31, 2001 amounted to $920.18, as compared
     to $858.74 at December 31, 2000, an increase of 7.15%.

     Fourth Quarter 2001
     -------------------

     The Fund had a gain of 5.31% in October.  The interest rates market was
     extremely volatile after the events of September 11th, and as a result
     of the Fed's policy of aggressively cutting interest rates.  There were
     large gains in long-term interest rates, as well as smaller gains in short
     and medium-term interest rates.  The gains included investments in Euro
     Bonds, Australian Bonds, Canadian Bonds, and U.S. Treasury Bonds.  There
     were also significant gains in equities, primarily from options on the
     S & P 500 Stock Index.

     In November, many of the gains from October were offset by losses.  There
     was a loss of 6.87%.  There were losses in short, medium and long-term
     interest rates, as well as losses in agriculture, especially cotton, and
     currencies.

     In December, the Fund had a small loss of .87%.  There were again losses
     in long and medium-term interest rates, as well as precious metals.  Some
     of these losses were partially offset by gains in agriculture and
     currency.

     Third Quarter 2001
     ------------------

     The quarter ended September 30, 2001 started out with a loss of
     2.87% in July.  This loss was offset by a gain in August, primarily
     in stock index futures and options.  There were also some smaller
     gains in interest rates, energy and certain agricultural markets.
     The Fed's continuing loose monetary policy kept both short-term and
     long-term interest rates somewhat volatile.  The equity markets also
     remained somewhat volatile.

     September 2001 was a very volatile month for the Fund due to the
     events of September 11th.  Although the U.S. markets were closed for
     the remainder of the week, most overseas markets remained open,
     and significant gains were made during this period.  The Fund had
     significant profits in short-term interest rate futures (Eurodollar).
     There were also some significant gains in agriculture, mostly orange
     juice and coffee.  Some of these gains were offset by some losses in
     corn and soybean oil.  The Fund was able to end the quarter with a
     profit of 4.02% and 10.22% for the nine months ended September 30,
     2001.

     Second Quarter 2001
     -------------------

     April 2001 brought a large loss for the Fund, almost all of which came
     from stock indexes.  On April 18th, the U.S. Federal Reserve announced
     a surprise cut in interest rates.  This caused the stock market, which
     had been trending lower, to move up dramatically in a mid-day surge.
     One of the Trading Advisors had sold call options based on a bearish
     forecast.  The sudden reversal led to these positions being stopped
     out at a major loss within a few moments of the Federal Reserve
     announcement.  April ended with a net loss for the Fund of 10.73%.
     May and June 2001 were much more favorable, bringing gains of 3.69%
     and 6.32% respectively.  Much of the gain came from stock indexes and
     foreign currencies as well as agricultural commodities.  The second
     quarter of 2001 ended with a loss of 1.58% and the first six months of
     2001 were a gain of 5.96%.

     First Quarter 2001
     ------------------

     The Fund's Trading Advisors were able to profit during the first
     quarter of 2001, even though many markets were relatively trendless,
     by using very short-term trading strategies in stock index futures
     and writing options on the S&P 500.  The decision in late 2000 to
     expand the Fund's focus beyond stock indexes by allocating part of the
     assets to a more diversified program proved helpful, with additional
     gains coming in markets such as foreign currencies, agricultural
     commodities, short-term interest rates and metals.  The first quarter
     ended with a gain of 7.66%.

     Year Ended December 31, 2000
     ----------------------------

     2000 had a net loss of $(16,805,240) or $(794.21) per Unit.  At
     December 31, 2000, partners' capital totaled $12,686,129, a net decrease
     of $25,951,455 from December 31, 1999 due to net capital redemptions of
     $9,146,215 and the large losses incurred.  Net Asset Value per Unit at
     December 31, 2000 amounted to $858.74, as compared to $1,652.95 at
     December 31, 1999, a decrease of 48.05%.  Extreme volatility in the S&P
     500 Index throughout the year resulted in trading losses of $17,302,983 in
     2000.  The S&P 500 Index experienced significant one day declines during
     April and October 2000.  This resulted in significant losses on those days
     when the Partnership was in a long position.  As a result of this extreme
     stock market volatility and trading losses, the advisory contract with
     Hampton was terminated and trading was halted.  Three new commodity
     trading advisors were subsequently selected and trading resumed in
     December 2000.

(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.



                                   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.

Item 11.  Executive Compensation.

     As discussed above, the Partnership does not have any officers, directors
     or employees.  The General Partner received, as compensation for its
     services, a monthly management fee equal to 1/6 of 1% (2 annually) of
     month-end Net Assets.  Total management fees earned by the General Partner
     for 2002 aggregated $232,242.

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, 2002,
     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.  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 with respect to the
     Partnership within 90 days of the filing date of this annual report,
     and, based on their evaluation, have concluded that these disclosure
     controls and procedures are effective.  There were no significant changes
     in the general partner's internal controls with respect to the Partnership
     or in other factors applicable to the Partnership that could significantly
     affect these controls subsequent to the date of their evaluation.



                                   PART IV


Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)  1.  Financial Statements

         See Index to Financial Statements on Page F-1.

         The Financial Statements begin on Page F-3.

(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).


(b)  Reports on Form 8-K
     -------------------

     None.

(c)  Exhibits
     --------


     99.1   Form of Certification Pursuant to Section 1350 of Chapter 63
            of Title 18 of the United States Code.

     99.2   Form of Certification Pursuant to Section 1350 of Chapter 63
            of Title 18 of the United States Code.


(d)  Financial Statement Schedules
     -----------------------------

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



                                   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)



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



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



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.



                         -----------------------------
                         INDEX TO FINANCIAL STATEMENTS
                         -----------------------------


                                                                      PAGES
                                                                      -----


Independent Auditor's Report                                           F-2

Financial Statements

  Statements of Financial Condition                                    F-3

  Condensed Schedule of Investments                                    F-4

  Statements of Operations                                             F-5

  Statements of Changes in Partners' Capital (Net Asset Value)         F-6

  Notes to Financial Statements                                     F-7 - F-12


                                        F-1



                             INDEPENDENT AUDITOR'S REPORT


To the Partners
ProFutures Long/Short Growth Fund, L.P.


We have audited the accompanying statements of financial condition of
ProFutures Long/Short Growth Fund, L.P. as of December 31, 2002 and 2001,
including the December 31, 2002 condensed schedule of investments, and the
related statements of operations and changes in partners' capital (net asset
value) for the years ended December 31, 2002, 2001 and 2000.  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 auditing standards generally
accepted in the United States of America.  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.  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, the financial statements referred to above present fairly, in
all material respects, the financial position of ProFutures Long/Short Growth
Fund, L.P. as of December 31, 2002 and 2001, and the results of its operations
and the changes in its net asset values for the years ended December 31, 2002,
2001 and 2000, in conformity with accounting principles generally accepted in
the United States of America.



                              /s/ ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.



Hunt Valley, Maryland
January 27, 2003


                                        F-2



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                        STATEMENTS OF FINANCIAL CONDITION
                           December 31, 2002 and 2001
                                   -------------



                                                     2002            2001
                                                     ----            ----
ASSETS
  Equity in broker trading accounts
    Cash                                         $10,788,323     $12,119,461
    Net option premiums (received)                  (199,000)       (291,200)
    Unrealized gain on open contracts                701,173         373,755
                                                 -----------     -----------

          Deposits with broker                    11,290,496      12,202,016

  Cash                                                12,710          11,652
                                                 -----------     -----------

          Total assets                           $11,303,206     $12,213,668
                                                 ===========     ===========

LIABILITIES
  Accounts payable                               $    17,609     $    17,680
  Commissions and other trading fees
    on open contracts                                 10,743           9,065
  Incentive fees payable                             153,011          53,703
  Management fees payable                             46,257          51,559
  Redemptions payable                                 38,563         142,989
                                                 -----------     -----------

          Total liabilities                          266,183         274,996
                                                 -----------     -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 61 units outstanding
    at December 31, 2002 and 2001                     63,353          56,537
  Limited Partners - 10,643 and 12,913 units
    outstanding at December 31, 2002 and 2001     10,973,670      11,882,135
                                                 -----------     -----------

          Total partners' capital
            (Net Asset Value)                     11,037,023      11,938,672
                                                 -----------     -----------

                                                 $11,303,206     $12,213,668
                                                 ===========     ===========


                              See accompanying notes.

                                        F-3



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                        CONDENSED SCHEDULE OF INVESTMENTS
                               December 31, 2002
                                  ------------



LONG FUTURES CONTRACTS
----------------------

                                                                  % of Net
    Description                                          Value   Asset Value
    -----------                                          -----   -----------

    Agricultural                                       $  72,731     0.66 %
    Currency                                             173,887     1.58 %
    Energy                                               (17,363)   (0.16)%
    Interest rate                                        246,597     2.23 %
    Metal                                                 96,722     0.88 %
    Stock Index                                          (15,081)   (0.14)%
                                                       ---------    -------

    Total long futures contracts                       $ 557,493     5.05 %
                                                       =========    =======

SHORT FUTURES CONTRACTS
-----------------------

                                                                  % of Net
    Description                                          Value   Asset Value
    -----------                                          -----   -----------

    Agricultural                                       $  58,680     0.53 %
                                                       ---------    -------

    Total short futures contracts                      $  58,680     0.53 %
                                                       =========    =======

WRITTEN OPTIONS ON FUTURES CONTRACTS
------------------------------------

                                                                  % of Net
    Description                                          Value   Asset Value
    -----------                                          -----   -----------

    Stock index options                                $(114,000)   (1.03)%
                                                       ---------    =======

    Total written options on futures contracts
      (premiums received - $199,000)                   $(114,000)   (1.03)%
                                                       =========    =======


                            See accompanying notes.

                                      F-4



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                             STATEMENTS OF OPERATIONS
               For the Years Ended December 31, 2002, 2001 and 2000
                                   -------------



                                        2002            2001           2000
                                        ----            ----           ----
INCOME
  Trading gains (losses)
    Realized                        $  2,049,049   $  2,155,466   $(24,145,559)
    Change in unrealized                 327,418       (463,346)     6,842,576
                                    ------------   ------------   ------------

          Gain (loss) from trading     2,376,467      1,692,120    (17,302,983)

  Interest income                        183,974        438,669      1,455,997
                                    ------------   ------------   ------------

          Total income (loss)          2,560,441      2,130,789    (15,846,986)
                                    ------------   ------------   ------------

EXPENSES
  Brokerage commissions                  296,925        254,563         41,871
  Incentive fees                         467,596        514,558        111,774
  Management fees                        348,886        377,269        717,706
  Operating expenses                     110,997        119,328         86,903
                                    ------------   ------------   ------------

          Total expenses               1,224,404      1,265,718        958,254
                                    ------------   ------------   ------------

          NET INCOME (LOSS)         $  1,336,037   $    865,071   $(16,805,240)
                                    ============   ============   ============

NET INCOME (LOSS) PER GENERAL
  AND LIMITED PARTNER UNIT
   (based on weighted average
   number of units outstanding
   during the year of 11,611,
   13,857 and 20,147, respectively) $     115.07   $      62.43   $    (834.14)
                                    ============   ============   ============

INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED
  PARTNER UNIT                      $     110.94   $      61.44   $    (794.21)
                                    ============   ============   ============


                              See accompanying notes.

                                        F-5



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
              For the Years Ended December 31, 2002, 2001 and 2000
                                    -------------



                               Total            Partners' Capital
                             Number of  ------------------------------------
                               Units     General     Limited       Total
                             ---------   -------     -------       -----

Balances at
  December 31, 1999           23,375    $101,567  $ 38,536,017  $ 38,637,584

Net (loss) for the year
  ended December 31, 2000                (48,805)  (16,756,435)  (16,805,240)

Additions                      1,008           0     1,388,765     1,388,765

Redemptions                   (9,610)          0   (10,534,980)  (10,534,980)
                              ------    --------  ------------  ------------

Balances at
  December 31, 2000           14,773      52,762    12,633,367    12,686,129

Net income for the year
  ended December 31, 2001                  3,775       861,296       865,071

Redemptions                   (1,799)          0    (1,612,528)   (1,612,528)
                              ------    --------  ------------  ------------

Balances at
  December 31, 2001           12,974      56,537    11,882,135    11,938,672

Net income for the year
  ended December 31, 2002                  6,816     1,329,221     1,336,037

Redemptions                   (2,270)          0    (2,237,686)   (2,237,686)
                              ------    --------  ------------  ------------

Balances at
  December 31, 2002           10,704    $ 63,353  $ 10,973,670  $ 11,037,023
                              ======    ========  ============  ============



                                      Net Asset Value Per Unit
                                      ------------------------
                                            December 31,
                                    2002        2001        2000
                                    ----        ----        ----

                                  $1,031.12   $  920.18   $  858.74
                                  =========   =========   =========


                             See accompanying notes.


                                        F-6



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                     -------------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         -----------------------------------------------------------

         A.  General Description of the Partnership

             ProFutures Long/Short Growth Fund, L.P. (the Partnership) is a
             Delaware limited partnership which operates as a commodity
             investment pool.  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.  Three 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.  Regulation

             As a registrant with the Securities and Exchange Commission, the
             Partnership is subject to the regulatory requirements under the
             Securities Act of 1933 and the Securities Exchange Act of 1934.
             As a commodity investment pool, the Partnership is subject to the
             regulations of the Commodity Futures Trading Commission, an agency
             of the U.S. government which regulates most aspects of the
             commodity futures industry; rules of the National Futures
             Association, an industry self-regulatory organization; and the
             requirements of commodity exchanges and Futures Commission
             Merchants (brokers) through which the Partnership trades.

         C.  Method of Reporting

             The Partnership's financial statements are presented in accordance
             with accounting principles generally accepted in the United States
             of America, which require the use of certain estimates made by the
             Partnership's management.  Transactions are accounted for on the
             trade date.  Gains or losses are realized when contracts are
             liquidated.  Unrealized gains or losses on open contracts (the
             difference between contract trade price and quoted market price)
             are reflected in the statement of financial condition as a net
             gain or loss, as there exists a right of offset of unrealized
             gains or losses in accordance with Financial Accounting Standards
             Board Interpretation No. 39 - "Offsetting of Amounts Related to
             Certain Contracts."  Any change in net unrealized gain or loss
             from the preceding period is reported in the statement of
             operations.

             For purposes of both financial reporting and calculation of
             redemption value, Net Asset Value Per Unit is calculated by
             dividing Net Asset Value by the total number of units outstanding.


                                        F-7



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   -------------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)
         -----------------------------------------------------------

         D.  Brokerage Commissions

             Brokerage commissions include other trading fees and are charged
             to expense when contracts are opened.

         E.  Income Taxes

             The Partnership prepares calendar year U.S. and applicable state
             information tax returns and reports to the partners their
             allocable shares of the Partnership's income, expenses and trading
             gains or losses.

         F.  Organizational Charge

             The General Partner pays all organizational and offering costs of
             the Partnership.  As reimbursement for such costs, the General
             Partner (or the Distributor, ProFutures Financial Group, Inc., a
             broker/dealer affiliate of the General Partner) receives an
             organizational charge of 1% of the subscription amount of each
             subscriber to the Partnership.  Additions are reflected in the
             statement of changes in partners' capital (net asset value) net of
             such organizational charge totaling $0, $0 and $13,888 for
             the years ended December 31, 2002, 2001 and 2000, respectively.

         G.  Foreign Currency Transactions

             The Partnership's functional currency is the U.S. dollar; however,
             it transacts business in currencies other than the U.S. dollar.
             Assets and liabilities denominated in currencies other than the
             U.S. dollar are translated into U.S. dollars at the rates in
             effect at the date of the statement of financial condition.
             Income and expense items denominated in currencies other than the
             U.S. dollar are translated into U.S. dollars at the rates in
             effect during the period.  Gains and losses resulting from the
             translation to U.S. dollars are reported in income currently.

         H.  Statements of Cash Flows

             The Partnership has elected not to provide statements of cash
             flows as permitted by Statement of Financial Accounting Standards
             No. 102 - "Statement of Cash Flows - Exemption of Certain
             Enterprises and Classification of Cash Flows from Certain
             Securities Acquired for Resale."


                                        F-8



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                    -------------



Note 2.  GENERAL PARTNER
         ---------------

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  The Limited
         Partnership Agreement requires the General Partner and/or its
         principals and affiliates to maintain capital accounts equal to at
         least 1% of the total capital of the Partnership.  At December 31,
         2002, the capital accounts of the General Partner and/or its
         principals and affiliates totaled $551,975.

         The Limited Partnership Agreement was amended effective February 16,
         1999 and generally requires that the General Partner maintain a net
         worth of up to $1,000,000.  ProFutures, Inc. has callable subscription
         agreements with ABN AMRO Incorporated (ABN), the Partnership's broker,
         whereby ABN has subscribed to purchase (up to $7,000,000 subject to
         the conditions set forth in the subscription agreement as amended
         effective May 20, 2002) the number of shares of common stock of
         ProFutures, Inc. necessary to maintain the General Partner net worth
         requirements.

         The Partnership paid the General Partner a monthly management fee
         equal to 1/4 of 1% (3% annually) of month-end Net Assets (as defined
         in the Limited Partnership Agreement) through November 2000.
         Effective December 1, 2000, the General Partner management fee was
         reduced to 1/6 of 1% (2% annually) of month-end Net Assets.

         Total management fees earned by ProFutures, Inc. for the years ended
         December 31, 2002, 2001 and 2000 were $232,242, $251,199 and $706,890,
         respectively.  Management fees payable to ProFutures, Inc. as of
         December 31, 2002 and 2001 were $18,490 and $20,170, respectively.

Note 3.  COMMODITY TRADING ADVISORS
         --------------------------

         The Partnership had an advisory contract with Hampton, pursuant to
         which the Partnership paid a quarterly incentive fee equal to 20% of
         New Trading Profits (as defined in the advisory contract).  Effective
         October 13, 2000, the advisory contract with Hampton was terminated
         and trading was halted.

         Effective December 1, 2000, the Partnership resumed trading with three
         new trading advisors.  Each advisor is paid a monthly management fee
         of 1/12 of 1% (1% annually) of Allocated Net Asset Value (as defined
         in each respective advisory agreement).  In addition, each advisor
         receives a quarterly incentive fee of 20% of Trading Profits (as
         defined).


                                        F-9



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                    -------------



Note 4.  DEPOSITS WITH BROKER
         --------------------

         The Partnership deposits funds with ABN to act as broker, subject to
         Commodity Futures Trading Commission regulations and various exchange
         and broker requirements.  The Partnership earns interest income on its
         assets deposited with the broker.

         At December 31, 2002 and 2001, the initial margin requirement of
         $2,393,246 and $1,706,987, respectively, is satisfied by the deposit
         of cash with such broker.

Note 5.  SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS
         --------------------------------------------

         Investments in the Partnership were made by subscription agreement,
         subject to acceptance by the General Partner.  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 is not required to make distributions, but may do so
         at the sole discretion of the General Partner.  A Limited Partner may
         require the Partnership to redeem any or all of such Limited Partner's
         units at Net Asset Value as of the close of business on the last day
         of any month upon advance written notice to the General Partner.  The
         Limited Partnership Agreement contains a complete description of the
         Partnership's redemption policies and procedures.

Note 6.  TRADING ACTIVITIES AND RELATED RISKS
         ------------------------------------

         The Partnership engages in the speculative trading of U.S. and foreign
         futures contracts and options on futures contracts (collectively
         "derivatives").  The Partnership is exposed to both market risk, the
         risk arising from changes in the market value of the contracts, and
         credit risk, the risk of failure by another party to perform according
         to the terms of a contract.

         Purchase and sale of futures and options on futures contracts requires
         margin deposits with the broker.  Additional deposits may be necessary
         for any loss on contract value.  The Commodity Exchange Act requires a
         broker to segregate all customer transactions and assets from such
         broker's proprietary activities.  A customer's cash and other property
         (for example, U.S. Treasury bills) deposited with a broker are
         considered commingled with all other customer funds subject to the
         broker's segregation requirements.  In the event of a broker's
         insolvency, recovery may be limited to a pro rata share of segregated
         funds available.  It is possible that the recovered amount could be
         less than total cash and other property deposited.

         Open contracts generally mature within three months, however, the
         Partnership intends to close all contracts prior to maturity.  At
         December 31, 2002, the latest maturity date for open contracts is
         March 2004.


                                        F-10



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                    -------------



Note 6.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
         ------------------------------------------------

         For derivatives, risks arise from changes in the market value of the
         contracts.  Theoretically, the Partnership is exposed to a market risk
         equal to the notional contract value of futures contracts purchased
         and unlimited liability on such contracts sold short.  As both a buyer
         and seller of options, the Partnership pays or receives a premium at
         the outset and then bears the risk of unfavorable changes in the price
         of the contract underlying the option.  Written options expose the
         Partnership to potentially unlimited liability, and purchased options
         expose the Partnership to a risk of loss limited to the premiums paid.

         The Partnership has assets on deposit with a financial institution in
         connection with its cash management activities.  In the event of a
         financial institution's insolvency, recovery of Partnership assets on
         deposit may be limited to account insurance or other protection
         afforded such deposits.

         The General Partner has established procedures to actively monitor
         market risk and minimize credit risk, although there can be no
         assurance that it will, in fact, succeed in doing so.  The General
         Partner's basic market risk control procedures consist of continuously
         monitoring the trading activity of the various trading advisors, with
         the actual market risk controls being applied by the advisors
         themselves.  The General Partner seeks to minimize credit risk
         primarily by depositing and maintaining the Partnership's assets at
         financial institutions and brokers which the General Partner believes
         to be creditworthy.  The Limited Partners bear the risk of loss only
         to the extent of the market value of their respective investments and,
         in certain specific circumstances, distributions and redemptions
         received.


                                        F-11



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                    -------------



Note 7.  FINANCIAL HIGHLIGHTS
         --------------------

         The following information presents per unit operating performance data
         and other supplemental financial data for the years ended December 31,
         2002 and 2001.  This information has been derived from information
         presented in the financial statements.

                                                       2002           2001
                                                       ----           ----
         Per Unit Performance
         (for a unit outstanding throughout
          the entire year)
         ----------------------------------

         Net asset value per unit at
           beginning of year                         $  920.18      $  858.74
                                                     ---------      ---------

         Income (loss) from operations:
             Net investment (loss) (1), (3)             (64.03)        (41.31)
             Net realized and change in unrealized
               gain from trading (2), (3)               174.97         102.75
                                                     ---------      ---------

                 Total income from operations           110.94          61.44
                                                     ---------      ---------

         Net asset value per unit at
           end of year                               $1,031.12      $  920.18
                                                     =========      =========

         Total Return                                    12.06 %         7.15 %
                                                         ======         ======

         Supplemental Data

         Ratios to average net asset value:
             Expenses prior to incentive fees (4)         4.03 %         4.00 %
             Incentive fees                               4.10 %         4.14 %
                                                         ------         ------

                 Total expenses (1)                       8.13 %         8.14 %
                                                         ======         ======

             Net investment (loss) (4)                   (2.42)%        (0.47)%
                                                         ======         ======


         Total returns are calculated based on the change in value of a unit
         during the year.  An individual partner's total returns and ratios may
         vary from the above total returns and ratios based on the timing of
         redemptions.

         ---------------
         (1)  Excludes brokerage commissions and other trading fees.
         (2)  Includes brokerage commissions and other trading fees.
         (3)  The net investment (loss) per unit is calculated by dividing the
              net investment (loss) by the average number of units outstanding
              during the year.  The net realized and change in unrealized gain
              from trading is a balancing amount necessary to reconcile the
              change in net asset value per unit with the other per unit
              information.
         (4)  Excludes brokerage commissions, other trading fees and incentive
              fees.


                                        F-12




CERTIFICATIONS
--------------



I, Gary D. Halbert, certify that:

1. I have reviewed this annual report on Form 10-K of ProFutures
Long/Short Growth Fund, L.P.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  March   , 2003
       ----------------------------------



/s/ Gary D. Halbert
-----------------------------------------
Gary D. Halbert, President
ProFutures, Inc., General Partner




I, Debi B. Halbert, certify that:

1. I have reviewed this annual report on Form 10-K of ProFutures
Long/Short Growth Fund, L.P.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  March   , 2003
       ----------------------------------


/s/ Debi B. Halbert
-----------------------------------------
Debi B. Halbert, Chief Financial Officer
ProFutures, Inc., General Partner




                                EXHIBIT 99.1


                  CERTIFICATION PURSUANT TO SECTION 1350 OF
              CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
              ------------------------------------------------


I, Gary D. Halbert, the President of ProFutures, Inc. as general partner of
ProFutures Long/Short Growth Fund, L.P., certify that (i) the Form 10-K for the
year ended December 31, 2002 of ProFutures Long/Short Growth Fund, L.P.
fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and (ii) the information contained in the Form
10-K for the year ended December 31, 2002 fairly presents, in all material
respects, the financial condition and results of operations of ProFutures
Long/Short Growth Fund, L.P.

                                      PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                                      By:  ProFutures, Inc., general partner



                                      By:  /s/ Gary D. Halbert
                                           ----------------------------------
                                           Gary D. Halbert
                                           President
                                           March   , 2003



                                EXHIBIT 99.2


                  CERTIFICATION PURSUANT TO SECTION 1350 OF
              CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
              ------------------------------------------------


I, Debi B. Halbert, the Chief Financial Officer of ProFutures, Inc. as general
partner of ProFutures Long/Short Growth Fund, L.P., certify that (i) the Form
10-K for the year ended December 31, 2002 of ProFutures Long/Short Growth
Fund, L.P. fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and (ii) the information contained in the
Form 10-K for the year ended December 31, 2002 fairly presents, in all
material respects, the financial condition and results of operations of
ProFutures Long/Short Growth Fund, L.P.

                                      PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                                      By:  ProFutures, Inc., general partner



                                      By:  /s/ Debi B. Halbert
                                           ----------------------------------
                                           Debi B. Halbert
                                           Chief Financial Officer
                                           March   , 2003