March 27, 2002


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, 2001.

                               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, 2001
                                 --------------

                       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

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, forward 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),
     (formerly ING (U.S.) Securities, Futures & Options Inc.) 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,
     2001.



                                  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,
     2001 was:

           General Partner's Capital       2
           Limited Partners' Capital     695

     At the commencement of trading on November 20, 1997 there were 38 Partners
     holding 3,044 Units.  At December 31, 2001 there were 695 Limited Partners
     holding 12,450 Units, and 525 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 2001, 2000, 1999 and 1998 and for the
     period August 21, 1997 (inception) to December 31, 1997.

                                                                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


                                                                1997
                                                                ----

     Realized Gains (Losses)                                $   (116,342)
     Change in Unrealized Gains (Losses)
       on Open Contracts                                           2,175
     Interest Income                                              19,520
     General Partner Management Fee                                9,826
     Advisor Incentive Fee                                             0
     Net Income (Loss)                                          (116,741)
     General Partner Capital                                      29,313
     Limited Partner Capital                                   2,885,423
     Partnership Capital                                       2,914,736
     Net Income (Loss) Per Limited and
       General Partner Unit*                                      (48.21)
     Net Asset Value Per Unit At
       End of Year                                                957.45


     ----------------
     * 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, 2001 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 year ended
     December 31, 2001 and 2000 consisted of the following:

                           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


                           1st Qtr.      2nd Qtr.      3rd Qtr.      4th Qtr.
                             2000          2000          2000          2000
                           --------      --------      --------      --------

     Gain (loss) from
       trading           $ (3,336,268) $(8,239,342)  $(1,546,869)  $(4,180,504)
     Total income (loss)   (2,836,630)  (7,854,352)   (1,200,811)   (3,955,193)
     Net income (loss)     (3,129,924)  (8,068,666)   (1,378,282)   (4,228,368)

     Net income (loss)
       per Unit               (135.69)     (378.47)       (70.09)      (255.68)
     Increase (decrease)
       in Net Asset Value
       per Unit               (129.62)     (376.44)       (69.66)      (218.49)

     Net Asset Value per
       Unit at end of
       period                1,523.33     1,146.89      1,077.23        858.74


     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, 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.

     Year Ended December 31, 1999
     ----------------------------

     1999 had a net loss of $(5,439,311) or $(304.83) per Unit.  At
     December 31, 1999, partners' capital totaled $38,637,584, a net increase
     of $20,082,613 from December 31, 1998 primarily due to net capital
     additions of $25,521,924.  Net Asset Value per Unit at December 31, 1999
     amounted to $1,652.95, as compared to $1,898.76 at December 31, 1998, a
     decrease of 12.95%.  The net losses occurred primarily during the fourth
     quarter as the Advisor generally maintained a short position but the
     stock market turned positive.

(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 1/6of 1% (2 annually) of
     month-end Net Assets.  Total management fees earned by the General Partner
     for 2001 aggregated $251,199

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, 2001,
     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.



                                   PART IV


Item 14.  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).

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

     None.

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

     10.1 Form of Stock Subscription Agreement by and between ABN AMRO
          Incorporated and ProFutures, Inc.

(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
    December 31, 2001 and 2000                                         F-3

  Condensed Schedule of Investments
    December 31, 2001                                                  F-4

  Statements of Operations For the Years
    Ended December 31, 2001, 2000 and 1999                             F-5

  Statements of Changes in Partners' Capital (Net Asset Value)
    For the Years Ended December 31, 2001, 2000 and 1999               F-6

  Notes to Financial Statements                                     F-7 - F-12



                             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, 2001 and 2000,
including the December 31, 2001 condensed schedule of investments, and the
related statements of operations and changes in partners' capital (net asset
value) for the years ended December 31, 2001, 2000 and 1999.  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, 2001 and 2000, and the results of its operations
and the changes in its net asset values for the years ended December 31, 2001,
2000 and 1999, 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 29, 2002


                                        F-2



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                        STATEMENTS OF FINANCIAL CONDITION
                           December 31, 2001 and 2000
                                   -------------



                                                     2001            2000
                                                     ----            ----
ASSETS
  Equity in broker trading accounts
    Cash                                         $12,119,461     $12,482,092
    Net option premiums (received)                  (291,200)       (266,750)
    Unrealized gain on open contracts                373,755         837,101
                                                 -----------     -----------

          Deposits with broker                    12,202,016      13,052,443

  Cash                                                11,652          29,180
                                                 -----------     -----------

          Total assets                           $12,213,668     $13,081,623
                                                 ===========     ===========

LIABILITIES
  Accounts payable                               $    17,680     $    28,188
  Commissions and other trading fees
    on open contracts                                  9,065          14,338
  Incentive fees payable                              53,703         111,774
  Management fees payable                             51,559          32,343
  Redemptions payable                                142,989         208,851
                                                 -----------     -----------

          Total liabilities                          274,996         395,494
                                                 -----------     -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 61 units outstanding
    at December 31, 2001 and 2000                     56,537          52,762
  Limited Partners - 12,913 and 14,712 units
    outstanding at December 31, 2001 and 2000     11,882,135      12,633,367
                                                 -----------     -----------

          Total partners' capital
            (Net Asset Value)                     11,938,672      12,686,129
                                                 -----------     -----------

                                                 $12,213,668     $13,081,623
                                                 ===========     ===========


                              See accompanying notes.

                                        F-3



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                        CONDENSED SCHEDULE OF INVESTMENTS
                               December 31, 2001
                                  ------------



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

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

    Agricultural                                       $  34,480     0.29%
    Currency                                               2,065     0.02%
    Interest rate                                          2,885     0.02%
    Metal                                                  4,800     0.04%
    Stock index                                              913     0.01%
                                                       ---------    -----

    Total long futures contracts                       $  45,143     0.38%
                                                       =========    =====

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

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

    Agricultural                                       $  83,985     0.70%
    Currency                                             149,535     1.26%
    Energy                                                17,773     0.15%
    Interest rate                                          9,808     0.08%
    Metal                                                (57,440)   (0.48)%
                                                       ---------    -----

    Total short futures contracts                      $ 203,661     1.71%
                                                       =========    =====

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

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

    Stock index options                                $(166,249)   (1.39)%
                                                       ---------    =====

    Total written options on futures contracts
      (premiums received - $291,200)                   $(166,249)   (1.39)%
                                                       =========    =====


                            See accompanying notes.

                                      F-4



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                             STATEMENTS OF OPERATIONS
               For the Years Ended December 31, 2001, 2000 and 1999
                                   -------------



                                        2001            2000           1999
                                        ----            ----           ----
INCOME
  Trading gains (losses)
    Realized                        $  2,155,466   $(24,145,559)  $  1,522,130
    Change in unrealized                (463,346)     6,842,576     (7,168,725)
                                    ------------   ------------   ------------

          Gain (loss) from trading     1,692,120    (17,302,983)    (5,646,595)

  Interest income                        438,669      1,455,997      1,625,573
                                    ------------   ------------   ------------

          Total income (loss)          2,130,789    (15,846,986)    (4,021,022)
                                    ------------   ------------   ------------

EXPENSES
  Brokerage commissions                  254,563         41,871         35,908
  Incentive fees                         514,558        111,774        293,116
  Management fees                        377,269        717,706        986,328
  Operating expenses                     119,328         86,903        102,937
                                    ------------   ------------   ------------

          Total expenses               1,265,718        958,254      1,418,289
                                    ------------   ------------   ------------

          NET INCOME (LOSS)         $    865,071   $(16,805,240)  $ (5,439,311)
                                    ============   ============   ============

NET INCOME (LOSS) PER GENERAL
  AND LIMITED PARTNER UNIT
   (based on weighted average
   number of units outstanding
   during the year of 13,857,
   20,147 and 17,844, respectively) $      62.43   $    (834.14)  $    (304.83)
                                    ============   ============   ============

INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED
  PARTNER UNIT                      $      61.44   $    (794.21)  $    (245.81)
                                    ============   ============   ============


                              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, 2000, 1999 and 1998
                                    -------------



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

Balances at
  December 31, 1998            9,772    $116,671  $ 18,438,300  $ 18,554,971

Net (loss) for the year
  ended December 31, 1999                (15,104)   (5,424,207)   (5,439,311)

Additions                     14,732           0    27,595,792    27,595,792

Redemptions                   (1,129)          0    (2,073,868)   (2,073,868)
                              ------    --------  ------------  ------------

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 Asset Value Per Unit
                                      ------------------------
                                            December 31,
                                    2001        2000        1999
                                    ----        ----        ----

                                  $  920.18   $  858.74   $1,652.95
                                  =========   =========   =========


                             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, $13,888 and $275,958 for
             the years ended December 31, 2001, 2000 and 1999, 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 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)
         -----------------------------------------------------------

         I.  Statement of Financial Accounting Standards No. 133

             In June 1998, the Financial Accounting Standards Board issued
             Statement of Financial Accounting Standards ("SFAS") No. 133,
             "Accounting for Derivative Instruments and Hedging Activities"
             (the "Statement"), effective for fiscal years beginning after
             June 15, 2000, as amended by SFAS No. 137 and SFAS No. 138.  This
             Statement supersedes SFAS No. 119, "Disclosure about Derivative
             Financial Instruments and Fair Value of Financial Instruments,"
             and SFAS No. 105, "Disclosure of Information about Financial
             Instruments with Off-Balance Sheet Risk and Financial Instruments
             with Concentrations of Credit Risk," whereby disclosure of average
             aggregate fair values and contract/notional values, respectively,
             of derivative financial instruments is no longer required for an
             entity such as the Partnership which carries its assets at fair
             value.  The application of the provisions of SFAS No. 133, as
             amended by SFAS No. 137 and SFAS No. 138, did not have a
             significant effect on the financial statements.

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,
         2001, the capital accounts of the General Partner and/or its
         principals and affiliates totaled $498,903.

         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) (formerly ING (U.S.)
         Securities, Futures & Options, Inc.), the Partnership's broker,
         whereby ABN has subscribed to purchase (up to $14,000,000) 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, 2001, 2000 and 1999 were $251,199, $706,890 and $986,328,
         respectively.  Management fees payable to ProFutures, Inc. as of
         December 31, 2001 and 2000 were $20,170 and $21,528, respectively.


                                        F-9



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



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).

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, 2001 and 2000, the initial margin requirement of
         $1,706,987 and $3,822,228, 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.


                                        F-10



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



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

         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, 2001, the latest maturity date for open contracts is
         March 2003.

         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 year ended December 31,
         2001.  This information has been derived from information presented in
         the financial statements.

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

         Net asset value per unit at December 31, 2000               $858.74
                                                                     -------

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

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

             Net asset value per unit at December 31, 2001           $920.18
                                                                     =======

         Total Return                                                   7.15%
                                                                       =====

         Supplemental Data

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

                 Total expenses and incentive fees (1)                 (8.14)%
                                                                       =====

             Net investment (loss) (1)                                 (4.61)%
                                                                       =====


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


                                    Exhibit 10.1


                           STOCK SUBSCRIPTION AGREEMENT

                                   BY AND BETWEEN

                               ABN AMRO INCORPORATED
                                        AND
                                  PROFUTURES, INC.


    THIS STOCK SUBSCRIPTION AGREEMENT (as it may be amended from time to time,
the "Agreement"), by and between ABN AMRO Incorporated ("ABN") and ProFutures,
Inc. ("ProFutures"), is made as of this 30th day of April, 2001.

     WHEREAS, ProFutures entered into Stock Subscription Agreements, dated
August 15, 1990, August 15, 1991, and September 1, 1991, respectively, each
substantially in the form hereof, with Virginia Trading Corporation ("VTC"),
and the Virginia Trading division of Quantum Financial Services, Inc.
("Quantum"), respectively;

     WHEREAS, the issued and outstanding capital stock of VTC was acquired by
Quantum which operated VTC's business as the Virginia Trading division of
Quantum;

     WHEREAS, the issued and outstanding capital stock of Quantum was acquired
by the ING Group on January 7, 1994 and the name of Quantum was ultimately
changed to ING Securities, Futures & Options Inc. ("ING");

     WHEREAS, ProFutures entered into revised Stock Subscription Agreements
with ING as of August 1, 1998 with respect to each of ProFutures Long/Short
Growth Fund, L.P., a Delaware limited partnership ("PLSGF"), ProFutures
Diversified Fund, L.P., a Delaware limited partnership ("PDF") and Alternative
Asset Growth Fund, L.P., a Delaware limited partnership ("AAGF");

     WHEREAS, ProFutures entered into a Stock Subscription Agreement with
respect to ProFutures Strategic Allocation Trust, a Delaware business trust
("PSAT"), as of August 31, 2000;

     WHEREAS, ING sold certain customer accounts and related assets and
liabilities to ABN as of April 30, 2001;

     WHEREAS, the parties desire to enter desire to enter into this Agreement
to reflect (a) that the respective rights and duties hereunder shall belong to
ABN, and (b) the current terms of the stock subscription obligation of ABN;

     WHEREAS, pursuant to separate customer agreements (the "Brokerage
Agreement"), ABN is the futures commission merchant for each of PLSGF, PDF,
AAGF and PSAT (collectively, the "Funds");

     WHEREAS, ProFutures is obligated by the Agreement of Limited Partnership
of PDF, as amended and restated on December 1, 1993 (the "PDF Agreement of
Limited Partnership"), to maintain a minimum net worth equal to: (i) the lesser
of $250,000 or 15% of the aggregate initial capital contributions of any
limited partnerships for which it acts as general partner capitalized at
 $2,500,000 or less; or (ii) 10% of the aggregate capital contributions of the
limited partners of any limited partnerships for which it acts as general
partner capitalized at greater than $2,500,000 (which includes PDF, PLSGF and
AAGF) and with respect to PSAT, the greater of $50,000 or at least 5% of the
total contributions to PSAT (collectively, the "Net Worth Requirement");

     WHEREAS, ProFutures has the responsibility for determining the adequacy of
its net worth and the application of this Agreement towards the Net Worth
Requirement; and

    WHEREAS, ABN has agreed to subscribe for stock of ProFutures to enable
ProFutures to continue to meet the Net Worth Requirement.


                                       1



     NOW, THEREFORE, in consideration of the mutual promises made herein and
other good and valuable consideration, the parties hereto agree as follows:

     1.   Purchase of Shares.  On the date hereof and continuing on a regular
is as agreed upon by the parties, ABN and ProFutures shall determine the
aggregate amount of the subscription for shares of ProFutures' common stock
required to enable ProFutures to continue to meet the Net Worth Requirement.
Based upon such determination (as confirmed in writing in the form attached as
Exhibit A, each executed original of which is incorporated herein by
reference), ABN will subscribe for the total subscription required for
ProFutures to meet the Net Worth Requirement; provided, that in no event shall
the total aggregate subscription with respect to the PSAT and PLSGF exceed $7
million; and provided further that in no event shall the total aggregate
subscription with respect to PDF and AAGF exceed $7 million.  The purchase
price for the shares of common stock subscribed for by ABN thereupon shall be
equal to book value per share as determined by an independent certified public
accountant selected and paid by ProFutures on the date(s) this obligation is
met, but in no event less than $.01 per share.  In the event that any one of
the Funds both exceeds its Trading Suspension Level and, in fact, exhausts all
its assets to satisfy obligations of such Fund, the subscription required for
ProFutures to satisfy the Net Worth Requirement shall be callable by ProFutures
on demand; provided, however, that: (a) ProFutures shall use its own capital
first to meet the Net Worth Requirement; and (b) any such demand shall relate
only to capital deficiencies resulting solely from the ordinary, lawful and
necessary operations and activities of such Fund which cause ProFutures' net
worth to fall below the Net Worth Requirement.  The parties expressly
acknowledge that, unless otherwise agreed in writing by both parties in their
sole and absolute discretion as to other specific projects or activities, ABN
shall not have to subscribe to satisfy capital deficiencies resulting from
activities and operations of ProFutures other than those associated with one of
the Funds.  Payment for the subscription called shall be made by wire transfer
within thirty (30) days after the date of call.  Upon payment, ProFutures shall
issue to ABN that number of shares for which full consideration has been paid.
ProFutures shall notify ABN promptly if a Fund reaches the Trading Suspension
Level (as set forth in such Fund's Agreement of Limited Partnership or
Declaration of Trust and Trust Agreement, as the case may be), which notice
shall be sent pursuant to Section 14 hereof and addressed to both ABN's General
Counsel and Chief Financial Officer.

     2.   Share Rights.  Upon issuance, all shares of ProFutures' common stock
shall be fully paid and non-assessable and shall entitle the holder to all
rights applicable to such shares.

     3.   Computations.  For purposes of meeting the Net Worth Requirement, all
subscriptions for common stock shall be carried at face amount without deduction
or discount.  Any interests in the Funds owned by ProFutures or any of
ProFutures' interests in other entities of which it is the general partner or
managing owner shall not be included in the computation of its net worth for
compliance with the Net Worth Requirements.

     4.   Lower Net Worth.  In the event that, at any time, the Net Worth
Requirement is amended pursuant thereto so that the Net Worth Requirement for
ProFutures is lowered, ProFutures shall promptly notify ABN and upon demand by
ABN effect a reduction in its net worth (but not below that required by the PDF
Agreement of Limited Partnership) by cancellation of such excess subscription
amount in appropriate fashion.

     5.   ProFutures Activities.  ProFutures agrees, for so long as this
Agreement is in effect, not to engage in any activities unrelated to its
current activities of being: (a) a commodity trading advisor; (b) general
partner of PLSGF; (c) general partner of AAGF; (d) general partner of PDF;
(e) managing owner of PSAT; (f) engaged in a similar activity involving ABN or
an associated company thereof; and (g) an introducing broker, without the
consent of ABN.  Such undertaking shall include ProFutures' best efforts to
conserve capital and avoid expenses to the extent feasible to minimize the need
of ProFutures to call the subscription, especially as it relates to the Net
Worth Requirement attributable to the Funds.  ProFutures also agrees to
cooperate in good faith with ABN in the conduct of its affairs including,
without limitation, its full cooperation in responding to any reasonable
request for information by ABN.

     6.   Bank Holding Company Act.  In the event this subscription amount is
called by ProFutures with respect to a Fund, ProFutures agrees to operate such
Fund in compliance with the Bank Holding Company Act of 1956, as amended (the
"Act"), liquidating any positions that, under the Act, may not be held by such
Fund.  ProFutures and ABN acknowledge and agree that such positions shall be
liquidated in a commercially reasonable manner consistent with ProFutures'
fiduciary duties to such Funds.


                                       2



     7.   ABN's Activities.  ABN hereby agrees that it shall: (a) not purchase
or otherwise acquire any units of limited partnership interest or beneficial
interest of a Fund; (b) provide all information which in the opinion of counsel
for ProFutures is required for ProFutures to comply with federal and state
securities and tax laws; and (c) cooperate in good faith with ProFutures in the
conduct of its affairs.

     8.   Amendments; Assignments.  No change or modification to this Agreement
shall be effective unless the same shall be in writing and signed by each of
the parties hereto.  However, this Agreement may not be assigned by either
party without the prior written consent of the other, and any attempted
assignment without such consent shall be void.  No change in ownership of
either party shall in any way affect its obligation hereunder or in any related
agreements.

     9.   Third Party Beneficiaries.  Third party beneficiary rights, if any,
under this Agreement are expressly limited to the limited partners or
unitholders, as the case may be, of a Fund, to the Net Worth Requirement for
the period commencing on the date of this Agreement until the termination of
this Agreement.

     10.  Term.  This Agreement shall continue in effect for a period of one (1)
year from the date of this Agreement and shall be automatically renewed for
additional one (1) year terms.  Notwithstanding the foregoing, either party may
terminate this Agreement at anytime after having given the other party at least
sixty (60) days prior written notice of its intent to terminate.  In the event
a Fund terminates ABN as its clearing broker, this Agreement will terminate on
the same date as the relevant Brokerage Agreement terminates. In the event that
ABN terminates the Brokerage Agreement and ceases to serve as the clearing
broker to a Fund, or the Brokerage Agreement expires, this Agreement will
continue for up to thirty (30) days after the date such Brokerage Agreement
terminates or expires with respect to such Fund; provided, that ProFutures
shall provide ABN with copies of the daily statements from such Fund's other
clearing broker(s) during the period that ABN is not the clearing broker and
this Agreement is still in effect.

     11.  Information Requirements of ProFutures.  During the term of this
Agreement, ProFutures shall promptly furnish to ABN the following:

     (a)  copies of all regulatory notices, complaints, legal actions or
proceedings, and other claims involving, relating to or against ProFutures or
against any Fund including, without limitation, claims by any limited partner
a unitholder, as the case may be, of a Fund;

     (b)  upon request by ABN, copies of the following financial statements for
any Fund: (i) monthly unaudited balance sheets and income statements; (ii)
monthly asset reports for all assets regardless of where located; (iii) annual
audited financial statements and any other interim audits available; and (iv)
copies of statements from the other holders of such Fund's assets when they are
 received;

     (c)  upon request by ABN, copies of the following financial statements for
ProFutures: (i) quarterly and annual unaudited balance sheets and income
statements; and (ii) any audited statements available; and

     (d)  upon request by ABN, copies of marketing materials used in connection
with any Fund concurrent with their use.

     ABN shall have the right to review the books and records of ProFutures
(excluding any information on its trading systems), at its office on reasonable
notice during normal business hours, and subject to ABN's maintaining strict
confidentiality as to the information so reviewed.

     12.  Other Conditions.  In the event ProFutures shall voluntarily file (or
have involuntarily filed against it) a petition seeking protection from
creditors pursuant to the United States Bankruptcy Code, as amended (the
"Code"), or be subjected to the supervision of a receiver appointed by a state
or federal court of competent jurisdiction, and any debtor in possession,
trustee or receiver shall subsequently make a call upon ABN for any cash
contributions under this Agreement, the parties hereto specifically agree that
ABN shall be required to contribute such cash to ProFutures as is required to
satisfy the Net Worth Requirement only upon ProFutures' transfer (free and clear
of all liens and encumbrances) of such assets as are held in the name of


                                       3



ProFutures having a fair market value equal to, or greater than, the value of
the purchase price required of ABN by such debtor in possession, trustee or
receiver.  Such transfer of assets shall be in lieu of ProFutures' issuance of
shares in exchange for cash; and further provided, that the transfer of such
assets to ABN shall be first approved by a United States Bankruptcy Court
Judge, or the court officer having jurisdiction over any appointed receiver,
and ABN shall be awarded fee simple ownership and possession of such assets
pursuant to Section 363 of the Code.

     13.  Governing Law.  This Agreement shall be governed by and construed in
     accordance with the laws of the State of Delaware applicable to contracts
     made in that state without reference to its conflict of laws provisions.

     14.  Notices.  Any notices required or desired to be given under this
Agreement shall be given in writing and shall be effective when given
personally on the date delivered or, when given by mail, overnight courier or
telefacsimile (provided receipt of the latter is orally confirmed), upon the
date of receipt, addressed as follows (or to such other address as the party
entitled to notice shall hereafter designate in accordance with the terms
hereof):

           If to ProFutures:

                     ProFutures, Inc.
                     11612 Bee Cave Road - Suite 100
                     Austin, Texas  78738
                     Attn:  Gary D. Halbert, President

           If to ABN:

                     ABN AMRO Incorporated
                     208 S. LaSalle
                     Chicago, Illinois  60604
                     Attn:  Ben A. Witt, President


     15.  Entire Agreement. This Agreement contains the entire understanding of
the parties with respect to the matters covered hereby.  All prior subscription
agreements and concomitant obligations of the parties and ING are superceded by
this Agreement.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement under
seal as of the date first above written.

                                        ABN AMRO INCORPORATED



                                        By:  /s/ Allan Zavarro
                                           --------------------------------
                                        Name:Allan Zavarro
                                        Title:  Senior Managing Director



                                        PROFUTURES, INC.



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


                                       4



                                                                    EXHIBIT A

                               ABN AMRO INCORPORATED
                                   208 S. LaSalle
                                 Chicago, Illinois


                                   April 30, 2001


Gary Halbert, President
ProFutures, Inc.
11612 Bee Cave Road - Suite 100
Austin Texas   78738


Dear Mr. Halbert:

     This is to confirm to ProFutures, Inc. the obligation of the undersigned
ABN AMRO Incorporated ("ABN") pursuant to the April 30, 2001 Stock Subscription
Agreement (as amended from time to time, the "Agreement") between ProFutures,
Inc. ("ProFutures") and ABN, as outlined below.  As of March 31, 2001, the
aggregate relevant capital contributions by the limited partners or
unitholders, as the case may be, of the following funds is as follows:

     ProFutures Strategic Allocation Trust                $ 1,889,200.77
     ProFutures Long/Short Growth Fund, L.P.              $23,192,851.05
     ProFutures Diversified Fund, L.P.                    $35,094,366.91
     Alternative Asset Growth Fund, L.P.                  $ 7,595,016.91
     Aggregate                                            $67,771,435.64

     Pursuant to the Agreement, accordingly, ABN hereby subscribes to purchase
42,680 shares of ProFutures (at $145.16 per share), being that number of shares
which will enable ProFutures to maintain its Net Worth Requirement as defined
in the Agreement.  It is our understanding under the Agreement that such
subscription will be called only if and subject to the conditions as set forth
in the Agreement occur. This subscription commitment supersedes all prior
subscription commitments pursuant to the Agreement.

                                        ABN AMRO INCORPORATED



                                        By:  /s/ Allan Zavarro
                                           --------------------------------
                                        Name:Allan Zavarro
                                        Title:  Senior Managing Director


ADKNOWLEDGED:

PROFUTURES, INC.



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


                                       5