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, 1999
                                 --------------

                       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  78733
                        -------------------------------
                   (Address of principal executive offices)

                         Partnership's telephone number

                                (512) 263-3800
                                --------------

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 Statements on Form S-1 effective
                February 16, 1999 and November 17, 1999 and
          Prospectus dated February 16, 1999 and November 17, 1999



                                   PART I


Item 1.  Business.

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

     ProFutures Long/Short Growth Fund, L.P. (the "Partnership") 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 78733 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.

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

     ProFutures, Inc., a Texas corporation, is the General Partner and also a
     guaranteed Introducing Broker of Internationale Nederlanden (U.S.)
     Securities, Futures & Options Inc. (ING), the Partnership's futures
     clearing broker.

     It is also 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.

     The General Partner administers the business and affairs of the
     Partnership exclusive of its trading operations.  Trading decisions are
     made by Hampton Investors, Inc. (the "Advisor") , the commodity trading
     advisor for the Partnership.  The Advisor has been managing investor
     accounts and its own capital in the securities markets since 1985 and
     began trading investor capital in the futures markets in May 1995.  The
     Advisor trades for the Partnership pursuant to its Leverage 3 trading
     program which, since July 1995, has focused on trading only the S&P 500
     Stock Index futures contract.

     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 that offers
     individual investors a way to participate in the equity markets through
     stock index futures.  The primary objective of the Partnership is long-
     term appreciation of its assets through the speculative trading of stock
     index futures.  The Partnership trades the S&P 500 Stock Index (the
     "Index") futures contract (the "S&P 500 Contract") on the Chicago
     Mercantile Exchange under the guidance of the Advisor.  The Index is based
     on the stock prices of 500 large-capitalization companies.  The market
     value of the 500 companies is equal to about 80% of the value of all
     stocks listed on the New York Stock Exchange.  Use of the S&P 500 Contract
     permits investors to trade the Index at various multiples, thus creating,
     in effect, a highly-leveraged stock portfolio.  The S&P 500 Contract may
     also offer greater liquidity than the underlying stocks in active market
     conditions and the potential to profit from stock market downturns by
     selling short, a trading technique where the futures contract is first
     sold and then, later, bought back.

(c)  Trading Method and Advisor
     --------------------------

     The Advisor's Leverage 3 trading program uses several indicators that
     examine relevant information relating to the S&P 500 Contract.  These
     indicators are divided into three categories:  monetary, market-action
     based and price-based.  The Leverage 3 trading program attempts to take a
     position in the S&P 500 Contract of up to approximately three times that
     of a fully-funded S&P 500 Contract.  The value of a fully-funded S&P 500
     Contract equals the contract multiplier, currently $250, times the Index
     level.  The Index level fluctuates daily but assume for purposes of the
     following example that it is 1,200.  In this example, a fully-funded S&P
     500 Contract is worth $300,000 ($250 x 1,200).  If you wanted to trade
     without the use of leverage, you could deposit $300,000 in cash and buy
     one S&P 500 Contract.  Your account would then go up and down in line with
     the Index.  When the Advisor's system is in its most bullish position, the
     Advisor will establish a long position by buying three S&P 500 Contracts
     for each approximately $300,000 in the Partnership.  That means that when
     the Index moves 1%, the value of the Partnership should move approximately
     3% in the same direction:  the Partnership would be approximately three
     times leveraged.

     The Advisor's system increases and decreases the leverage of long
     positions as its signal becomes stronger or weaker.  If, in the above
     example, a certain number of the indicators turn negative, the Advisor
     would reduce its position so as to be only two times leveraged.  If more
     indicators turn negative, the Advisor would liquidate the entire position
     and be neutral (100% cash, no S&P 500 Contract position).  And if more
     indicators became negative, the Advisor would "short" the market by
     selling S&P 500 Contracts, again at three times leverage.  In that
     scenario, the Partnership would gain approximately 3% for each 1% the
     Index falls - assuming the Advisor remains in the position.  In summary,
     the program has four positions:  maximum leverage long (three times
     leverage long), long (two times leverage long), neutral (100% cash) and
     maximum leverage short (three times leverage short).

     The Advisor's program provides significant leverage, well above what one
     can accomplish in a margin account with a stock broker, but well below
     that of trading futures contracts at an exchange's minimum margin.  While
     the Partnership uses less leverage than many futures funds, there has been
     considerable short-term volatility in the program.  Investors should be
     prepared for sudden, substantial changes in Unit value and rates of
     return.  Leverage amplifies both gains and losses.

     The Advisor may also trade other stock index futures contracts, and
     options thereon, including the S&P 500/BARRA indices, the S&P Midcap 400,
     the Dow Jones Industrial Average, the NASDAQ 100, the Russell 2000, and
     similar U.S. stock index futures contracts which may become available in
     the future.  However, the Advisor currently expects to limit its trading
     to the S&P 500 Contract.

     The General Partner, on behalf of the Partnership, has entered into an
     advisory contract which provides that the portion of the Partnership's
     assets allocated to the Advisor will be traded in accordance with the
     Advisor's instruction 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
     Advisor.

     The Advisor does not own any Units of the Partnership.  A principal of the
     Advisor, however, does own Units of the Partnership.  The Advisor is an
     independent commodity trading advisor and is not affiliated with the
     General Partner; however, the Advisor is also an advisor to other
     commodity pools with which the General Partner is currently associated.
     The Advisor is registered with the CFTC as a commodity trading advisor and
     is a member in such capacity with the NFA.  Because of their confidential
     nature, proprietary trading records of the Advisor and its respective
     principals are not available for inspection by the Limited Partners of the
     Partnership.

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

     The descriptions and definitions contained in "Analysis of Fees and
     Expenses Paid by the Fund" on Pages 27 - 29 of the Prospectus dated
     November 17, 1999 are incorporated herein by reference.

     The General Partner, is paid a monthly management fee equal to 1/4 of 1%
     of month-end Net Assets (approximately 3% annually).

     The Advisor is paid a quarterly incentive fee equal to 20% of any New
     Trading Profit (as defined in the advisory contract).

     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 Internationale Nederlanden
     (U.S.) Securities, Futures & Options Inc. ("ING") as the Partnership's
     primary clearing broker.  ING 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 index futures.  See also "The Stock Index Futures
     Markets", pages II-3 to II-6 of Part II of the Prospectus dated
     November 17, 1999, 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 Advisor is
     registered as a commodity trading advisor.  Futures professionals such as
     the General Partner and the Advisor 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
     Advisor as a commodity trading advisor, 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 November 17, 1999, which is incorporated
     herein by reference.

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

     The Partnership may experience increased competition for the same
     commodity futures contracts.  The Advisor may recommend similar or
     identical trades to other accounts it manages.  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 Advisor.  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,
     1999.



                                  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.

     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,
     1999 was:

           General Partner's Capital       3
           Limited Partners' Capital   1,129

     At the commencement of trading on November 20, 1997 there were 38 Partners
     holding 3,044.2643 Units.  At December 31, 1999 there were 1,129 Limited
     Partners holding 23,001.4311 Units, and 373.5191 Units held by the
     General Partner and its principals. (This figure represents the Units owned
     by 3 principals of the General Partner.)

(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 1999 and 1998 and for the period
     August 21, 1997 (inception) to December 31, 1997.

                                                                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, 1999 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 Advisor, 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 the value of certain U.S.
     Government securities, if any, to decline, but only to a limited extent.
     More important, changes in interest rates could cause periods of strong
     up or down stock market price trends, during which the Partnership's
     profit potential generally increases.

     If the Partnership employs a cash manager, as it has in the past, the cash
     manager will invest up to approximately 90% of the Partnership's assets in
     readily marketable investments such as:  U.S. Treasury securities,
     instruments issued by or one-day time deposits with banks with long-term
     credit rating of at least AA, money market mutual funds and/or commercial
     papers (rated AP-1).  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 Advisor to limit losses as well as reduce
     market exposure on short notice should its program direct it 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
     ---------------------

     Due to the speculative nature of trading stock index futures, 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, 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.

     Year Ended December 31, 1998
     ----------------------------

     Net income for 1998 amounted to $6,516,745 or $1,054.60 per Unit.  At
     December 31, 1998, partners' capital totaled $18,554,971, a net increase
     of $15,640,235 from December 31, 1997 due to the combination of
     significant net income and net capital additions of $9,123,490.  The net
     income occurred primarily during the fourth quarter as the Advisor
     maintained a long position while the stock markets trended upward.  Net
     Asset Value per Unit at December 31, 1998 amounted to $1,898.76, as
     compared to $957.45 at December 31, 1997, an increase of 98.31%.

     Period Ended December 31, 1997
     ------------------------------

     Net loss for the trading period of less than two months was $(116,741),
     or $(48.21) per Unit.  At December 31, 1997, partners' capital totaled
     $2,914,736.  The Net Asset Value per Unit at December 31, 1997 amounted
     to $957.45; a decrease of 4.25% from inception (November 20, 1997) of
     trading.

 (d) 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 7A.  Quantitative and Qualitative Disclosure About Market Risk

     Introduction
     ------------

     The Partnership operates as a commodity investment pool engaged in the
     speculative trading of stock index futures.  All, or substantially all,
     of the Partnership's assets are, accordingly, subject to the risk of
     trading loss.  Unlike an operating company, the risks involved in trading
     market sensitive derivative instruments are integral, not incidental, to
     the Partnership's business.

     Market movements result in frequent changes in the fair market value of
     the Partnership's open positions and, consequently, in its earnings and
     cash flow.  The Partnership's market risk is influenced by a wide variety
     of factors, including general economic conditions, equity price levels,
     the market value of financial instruments and contracts and the liquidity
     of the markets in which it trades.

     The Partnership acquires and liquidates, generally on a short-term basis,
     both long and short positions in stock index futures.  Consequently, it is
     not possible to predict how a particular market scenario projected into
     the future will affect performance, and the Partnership's past performance
     is not necessarily indicative of its future results.

     Value at Risk is a measure of the maximum amount which the Partnership
     could reasonably be expected to lose in a given market sector.  However,
     the inherent uncertainty of the Partnership's speculative trading and the
     recurrence in the markets traded by the Partnership of market movements
     far exceeding expectations could result in actual trading or non-trading
     losses far beyond the indicated Value at Risk or the Partnership's
     experience to date.  In light of the foregoing, as well as the risks and
     uncertainties intrinsic to all future projections, the inclusion of the
     quantitative disclosure included in this section should not be considered
     to constitute any assurance or representation that the Partnership's
     losses in any market sector will be limited to the Value at Risk or by the
     Partnership's attempts to manage its market risk.

     Materiality, as used in this section, is based on an assessment of
     reasonably possible market movements and the potential losses caused by
     such movements, taking into account the leverage and multiplier features
     of the Partnership's market sensitive interests.

     Quantitative Disclosures About Trading Risk
     -------------------------------------------

     The following quantitative disclosures regarding the Partnership's market
     risk exposures contain "forward-looking statements" within the meaning of
     the safe harbor from civil liability provided for such statements by the
     Private Securities Litigation Reform Act of 1995 (set forth in Section 27A
     of the Securities Act of 1933 and Section 21E of the Securities Exchange
     Act of 1934).  All quantitative disclosures in this section are deemed to
     be forward-looking statements for purposes of the safe harbor, except for
     statements of historical fact (such as the terms and amounts related to
     particular contracts held during or at the end of the reporting period).

     Risk exposure in the market sectors traded by the Partnership's Advisor is
     quantified below in terms of Value at Risk.  Contract interests are
     recorded in the financial statements at fair market value; therefore, any
     loss in the fair value of the Partnership's open positions is directly
     reflected in the Partnership's earnings (realized or unrealized) and cash
     flow.

     The Partnership has used commodity exchange maintenance margin
     requirements as the measure of its Value at Risk in a given market sector.
     Maintenance margin requirements are set by exchanges to equal or exceed
     the maximum losses reasonably expected to be incurred in the fair value of
     any given contract in 95% - 99% of any one-day intervals.  The maintenance
     margin levels are established by brokers and exchanges using historical
     price studies as well as an assessment of current market volatility
     (including the implied volatility of the options on a given futures
     contract) and economic fundamentals to provide a probabilistic estimate of
     the maximum expected near-term one-day price fluctuation.  Maintenance
     margin has been used rather than the more generally available initial
     margin, because initial margin includes a credit risk component which is
     not relevant to Value at Risk.

     The trading Value at Risk associated with the Partnership's open positions
     in stock index futures as of December 31, 1999 is $6,918,750, which
     includes all open position trading risk exposures of the Partnership.  It
     represents 17.9% of the Partnership's total capitalization of
     approximately $38.6 million as of December 31, 1999.

     The face value of the open positions held by the Partnership is typically
     many times the applicable maintenance margin requirement (maintenance
     margin requirements generally range between approximately 1% and 10% of
     contract face value) as well as many times the capitalization of the
     Partnership.  The magnitude of the Partnership's open positions creates a
     risk of loss not typically found in most other financial instruments.
     Because of the size of its positions, certain market conditions - unusual,
     but historically recurring from time to time - could cause the Partnership
     to incur severe losses over a short period of time.  The foregoing Value
     at Risk disclosure - as well as the past performance of the Partnership -
     give no indication of the magnitude of this risk of loss.

     Qualitative Disclosures About Trading Risk
     ------------------------------------------

     The following qualitative disclosures regarding the Partnership's market
     risk exposures - except for (i) those disclosures that are statements of
     historical fact and (ii) the descriptions of how the Partnership manages
     its primary market risk exposures - constitute forward-looking statements
     within the meaning of Section 27A of the Securities Act and Section 21E of
     the Securities Exchange Act.  The Partnership's primary market risk
     exposures as well as the strategies used and to be used by the General
     Partner and its Advisor for managing such exposures are subject to
     numerous uncertainties, contingencies and risks, any one of which could
     cause the actual results of the Partnership's risk controls to differ
     materially from the objectives of such strategies.  Government
     interventions, defaults and expropriations, illiquid markets, the
     emergence of dominant fundamental factors, political upheavals, changes in
     historical price relationships, an influx of new market participants,
     increased regulation and many other factors could result in material
     losses as well as in material changes to the risk exposures and the risk
     management strategies of the Partnership. There can be no assurance that
     the Partnership's current market exposure and/or risk management
     strategies will not change materially or that any such strategies will be
     effective in either the short- or long-term.  Investors must be prepared
     to lose all or substantially all of their investment in the Partnership.

     The Partnership's primary market risk exposure is to fluctuations in the
     S&P 500 Stock Index.  The Partnership is primarily exposed to the risk of
     adverse price trends or static markets in the U.S. equity markets.

     Disclosures About Non-Trading Risk
     ----------------------------------

     The Partnership has non-trading cash flow risk as a result of investing a
     substantial portion of its assets in interest-bearing cash management
     accounts and interest-bearing deposits with brokers.  If short-term
     interest rates decline, then cash flow from interest-income related to
     cash management accounts and broker deposits will also decline.

     Qualitative Disclosures About Management Risk Exposure
     ------------------------------------------------------

     The Partnership trades exchange-traded futures and options contracts on
     stock indices, currently only the S&P 500 Stock Index futures contract.
     Risk arises from changes in the value of these contracts (market risk) and
     the potential inability of counterparties or brokers to perform under the
     terms of their contracts (credit risk).  The General Partner seeks to
     control market risk by monitoring, on a daily basis, the Advisor's trading
     on behalf of the Partnership.  The Advisor seeks to control market risk by
     applying its trading program systematically and by limiting the number of
     futures contracts it buys or sells for the Partnership at any time.
     Credit risk associated with exchange-traded contracts is generally
     considered to be quite low because exchanges typically provide clearing
     arrangements in which the collective credit of the clearing members is
     pledged to support the financial integrity of the exchange.  The General
     Partner seeks to minimize credit risk associated with banks and brokers by
     depositing and maintaining the Partnership's assets only with large, well
     capitalized financial institutions.

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 not applicable.

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 has no directors or executive officers.  The General
     Partner of the Partnership is ProFutures, Inc., which administers and
     manages the Partnership's affairs.

     Gary D. Halbert, age 47, is the Chairman, President, Director and the
     principal shareholder of ProFutures, Inc.  Debi Halbert, age 44, is
     the Chief Financial Officer, Director and a minority shareholder of
     ProFutures, Inc.

     Patrick W. Watson, born 1964, is Vice President of the General Partner.
     He is involved in research, investment strategy, business development
     and investor relations.

     John M. (Mike) Posey, born 1955, is Vice President of Marketing of the
     General Partner.

     Jon P. Meyer, born 1964, is Vice President of Operations of the General
     Partner.

     There have been no administrative, civil or criminal proceedings against
     Gary D. Halbert, Debi Halbert, Patrick Watson, Mike Posey, Jon Meyer or
     ProFutures, Inc. material to the Partnership.

Item 11.  Executive Compensation.

     The General Partner receives, as compensation for its services, a monthly
     management fee equal to 1/4 of 1% of month-end Net Assets (approximately
     3% annually), which aggregated $986,328 for 1999.

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,
     1999 the General Partner and its principals owned 373.5191 Units of
     General Partnership Interest.

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

     None.

Item 13.  Certain Relationships and Related Transactions.

     See prospectus dated November 17, 1999, page 2, Organizational Chart, and
     pages 41 - 42, which is incorporated herein by reference, for information
     concerning relationships and transactions between the General Partner, the
     Advisor, 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 February 16, 1999 and exhibits
         thereto.

         Form S-1 and Prospectus dated November 17, 1999 and exhibits thereto.

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

     None.

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

     None.

(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
----------------------------          ---------------------------------------
Date                                  Gary D. Halbert, President and Director
                                      ProFutures, Inc.
                                      General Partner



                                    By
----------------------------          ---------------------------------------
Date                                  Debi 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, 1999 and 1998                                         F-3

  Statements of Operations For the Years Ended
    December 31, 1999 and 1998 and For the Period
   August 21, 1997 (inception) to December 31, 1997                    F-4

  Statements of Changes in Partners' Capital (Net Asset Value)
    For the Years Ended December 31, 1999 and 1998 and
    For the Period August 21, 1997 (inception) to December 31, 1997    F-5

  Notes to Financial Statements                                     F-6 - F-9



                             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, 1999 and
1998, and the related statements of operations and changes in partners'
capital (net asset value) for the years ended December 31, 1999 and 1998
and for the period August 21, 1997 (inception) to December 31, 1997.
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 generally accepted auditing
standards.  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, 1999 and 1998, and the results of its
operations and the changes in its net asset values for the years ended
December 31, 1999 and 1998 and for the period August 21, 1997 (inception)
to December 31, 1997, in conformity with generally accepted accounting
principles.




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

Hunt Valley, Maryland
February 25, 2000


                                        F-2



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                        STATEMENTS OF FINANCIAL CONDITION
                           December 31, 1999 and 1998
                                   -------------



                                                     1999            1998
                                                     ----            ----
ASSETS
  Equity in broker trading account
    Cash                                         $44,341,201     $15,444,073
    United States government securities                    0       3,406,808
    Unrealized gain (loss) on open contracts      (6,005,475)      1,163,250
                                                 -----------     -----------

          Deposits with broker                    38,335,726      20,014,131

  Cash                                               642,249          10,415
                                                 -----------     -----------

          Total assets                           $38,977,975     $20,024,546
                                                 ===========     ===========

LIABILITIES
  Accounts payable                               $    18,894     $    12,215
  Commissions and other trading fees
    on open contracts                                  3,018             771
  General Partner management fee                      95,836          46,529
  Advisor incentive fee                                    0       1,400,060
  Redemption payable                                 222,643          10,000
                                                 -----------     -----------

          Total liabilities                          340,391       1,469,575
                                                 -----------     -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 61.4461 units outstanding
    at December 31, 1999 and 1998                    101,567         116,671
  Limited Partners - 23,313.5041 and 9,710.7200
    units outstanding at December 31, 1999
    and 1998                                      38,536,017      18,438,300
                                                 -----------     -----------

          Total partners' capital
            (Net Asset Value)                     38,637,584      18,554,971
                                                 -----------     -----------

                                                 $38,977,975     $20,024,546
                                                 ===========     ===========


                              See accompanying notes.

                                        F-3



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                             STATEMENTS OF OPERATIONS
               For the Years Ended December 31, 1999 and 1998 and
         For the Period August 21, 1997 (inception) to December 31, 1997
                                   -------------



                                       Year Ended    Year Ended   Period Ended
                                      December 31,  December 31,  December 31,
                                          1999          1998          1997
                                          ----          ----          ----
INCOME
  Trading gains (losses)
    Realized                          $ 1,522,130   $ 6,818,869   $  (116,342)
    Change in unrealized               (7,168,725)    1,161,075         2,175
                                      -----------   -----------   -----------

          Gain (loss) from trading     (5,646,595)    7,979,944      (114,167)

  Interest income                       1,625,573       439,168        19,520
                                      -----------   -----------   -----------

          Total income (loss)          (4,021,022)    8,419,112       (94,647)
                                      -----------   -----------   -----------

EXPENSES
  Brokerage commissions                    35,908         8,363           564
  General Partner management fee          986,328       267,508         9,826
  Advisor incentive fee                   293,116     1,571,370             0
  Operating expenses                      102,937        55,126        11,704
                                      -----------   -----------   -----------

          Total expenses                1,418,289     1,902,367        22,094
                                      -----------   -----------   -----------

          NET INCOME (LOSS)           $(5,439,311)  $ 6,516,745   $  (116,741)
                                      ===========   ===========   ===========

NET INCOME (LOSS) PER GENERAL AND
  LIMITED PARTNER UNIT
    (based on weighted average
    number of units outstanding
    during the period of 17,843.6687,
    6,179.3557 and 2,421.6801,
    respectively)                     $   (304.83)  $  1,054.60   $    (48.21)
                                      ===========   ===========   ===========

INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED
  PARTNER UNIT                        $   (245.81)  $    941.31   $    (42.55)
                                      ===========   ===========   ===========


                              See accompanying notes.

                                        F-4



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
              For the Years Ended December 31, 1999 and 1998 and
        For the Period August 21, 1997 (inception) to December 31, 1997
                                    -------------



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

Balances at
  August 21, 1997 (inception)   0.0000  $      0  $         0  $         0

Additions                   3,044.2642    30,198    3,001,279    3,031,477

Net (loss) for the
  period August 21, 1997
  (inception) to
  December 31, 1997                         (885)    (115,856)    (116,741)
                           -----------  --------  -----------  -----------

Balances at
  December 31, 1997         3,044.2642    29,313    2,885,423    2,914,736

Net income for the year
  ended December 31, 1998                 50,427    6,466,318    6,516,745

Additions                   6,959.8881    36,931    9,422,159    9,459,090

Redemptions                  (231.9862)        0     (335,600)    (335,600)
                           -----------  --------  -----------  -----------

Balances at
  December 31, 1998         9,772.1661   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                  14,732.3234         0   27,595,792   27,595,792

Redemptions                (1,129.5393)        0   (2,073,868)  (2,073,868)
                           -----------  --------  -----------  -----------

Balances at
  December 31, 1999        23,374.9502  $101,567  $38,536,017  $38,637,584
                           ===========  ========  ===========  ===========


                                      Net Asset Value Per Unit
                                      ------------------------
                                            December 31,
                                     1999       1998       1997
                                     ----       ----       ----

                                  $1,652.95   $1,898.76   $957.45
                                  =========   =========   =======


                             See accompanying notes.


                                        F-5



                     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.  The Partnership engages in the speculative trading
         of stock index futures contracts.

         The Partnership was organized on August 21, 1997 and commenced
         trading on November 20, 1997.

     B.  Regulation

         As a registrant with the Securities and Exchange Commission, the
         Partnership is subject to the regulatory requirements under the
         Securities Acts of 1933 and 1934.  As a commodity investment pool,
         the Partnership is subject to the regulations of the Commodity
         Futures Trading Commission, an agency of the United States (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 generally accepted accounting principles, 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 purchase
         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.  United States government securities are stated at
         cost plus accrued interest, which approximates market value.

         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.

     D.  Brokerage Commissions

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


                                        F-6



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



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

     E.  Income Taxes

         The Partnership prepares calendar year U.S. and 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 $275,958, $94,591 and $30,315
         for the years ended December 31, 1999 and 1998 and for the period
         August 21, 1997 (inception) to December 31, 1997, respectively.

     G.  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."

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

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  Prior to
         June 1, 1998, the Limited Partnership Agreement required the General
         Partner to maintain a capital account equal to at least 1% of the
         total capital of the Partnership.  Effective June 1, 1998, the
         Limited Partnership Agreement was amended and 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, 1999, the capital accounts of the
         General Partner and/or its principals and affiliates totaled
         $617,408.

         The Limited Partnership Agreement was further amended effective
         February 16, 1999 and generally required that the General Partner
         maintain a net worth of at least $1,000,000.  ProFutures, Inc. has
         callable subscription agreements with Internationale Nederlanden
         (U.S.) Securities, Futures & Options, Inc. (ING), the Partnership's
         broker, whereby ING has subscribed to purchase (up to $14,000,017)
         the number of shares of common stock of ProFutures, Inc. necessary
         to maintain the General Partner net worth requirements.

         The General Partner is paid a monthly management fee equal to 1/4 of
         1% (3% annually) of month-end Net Assets (as defined in the Limited
         Partnership Agreement).


                                        F-7



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



Note 3.  COMMODITY TRADING ADVISOR
         -------------------------

         The Partnership has an advisory contract with Hampton Investors,
         Inc. (Hampton), pursuant to which the Partnership pays a quarterly
         incentive fee equal to 20% of New Trading Profits (as defined in the
         advisory contract).

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

         The Partnership deposits funds with ING 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, 1999 and 1998,
         the initial margin requirements of $8,648,438 and $1,586,250,
         respectively, were satisfied by the deposit of cash and U.S.
         government securities with such broker.

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

         Investments in the Partnership are made by subscription agreement,
         subject to acceptance by the General Partner.

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

         Purchase and sale of futures 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.


                                        F-8



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



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

         The Partnership has assets on deposit with financial institutions 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.  In the normal course of business, the
         Partnership does not require collateral from such financial
         institutions.

         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 value of futures contracts purchased and unlimited
         liability on such contracts sold short.

         The fair value of derivatives represents unrealized gains and losses
         on open futures contracts. The average fair value of derivatives
         during the year ended December 31, 1999 and 1998 and during the period
         November 20, 1997 (commencement of trading) to December 31, 1997,
         was approximately $(630,000), $880,000 and $30,000, respectively, and
         the related fair values at December 31, 1999 and 1998 are approximately
         $(6,005,000) and $1,163,000, respectively.

         Net trading results from derivatives for the years ended December 31,
         1999 and 1998 and for the period August 21, 1997 (inception) to
         December 31, 1997, are reflected in the statement of operations and
         equal gain (loss) from trading less brokerage commissions.  Such
         trading results reflect the net gain (loss) arising from the
         Partnership's speculative trading of futures contracts.

         Open contracts generally mature within three months, however, the
         Partnership intends to close all contracts prior to maturity.  At
         December 31, 1999, the maturity date for all open contracts is
         March 2000, and at December 31, 1998, the maturity date for all open
         contracts is March 1999.

         At December 31, 1999 and 1998, the notional amount of open contracts
         to purchase totaled $0 and approximately $28,100,000, respectively,
         and the notional amount of open contracts to sell totaled
         approximately $130,900,000 and $0, respectively.  These amounts do not
         represent the Partnership's risk of loss due to market and credit
         risk, but rather represent the Partnership's extent of involvement in
         derivatives at the date of the statement of financial condition.

         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 Hampton's trading activity with the actual
         market risk controls being applied by Hampton itself. 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-9