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, 2000
                                 --------------

                       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 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.  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 ING (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 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,
     2000.



                                  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,
     2000 was:

           General Partner's Capital       3
           Limited Partners' Capital     793

     At the commencement of trading on November 20, 1997 there were 38 Partners
     holding 3,044 Units.  At December 31, 2000 there were 793 Limited Partners
     holding 14,231 Units, and 542 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 2000, 1999 and 1998 and for the period
     August 21, 1997 (inception) to December 31, 1997.

                                                                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, 2000 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
     ---------------------

     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, 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.

     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%.

(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 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, born 1952, is a Director, President and majority
     shareholder of ProFutures, Inc.  Debi B. Halbert, born 1955, is a
     Director, the Chief Financial Officer, Secretary, Treasurer and 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.  He is involved in coordination of national sales efforts
     and investor relations.

     Jon P. Meyer, born 1964, is Vice President of Operations of the General
     Partner.  He is involved in administration, customer service, management
     information systems and compliance.

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

Item 11.  Executive Compensation.

     The General Partner received, as compensation for its services, 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.  Total management fees earned by the General Partner for 2000
     aggregated $706,890.

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,
     2000 the General Partner and its principals owned 61 Units of General
     Partnership Interest.

(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.

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

     None.

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

     Amendment to Second Amended and Restated Limited Partnership Agreement
     dated November 10, 2000.

(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, 2000 and 1999                                         F-3

  Statements of Operations For the Years
    Ended December 31, 2000, 1999 and 1998                             F-4

  Statements of Changes in Partners' Capital (Net Asset Value)
    For the Years Ended December 31, 2000, 1999 and 1998               F-5

  Notes to Financial Statements                                     F-6 - F-10



                             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, 2000 and
1999, and the related statements of operations and changes in partners'
capital (net asset value) for the years ended December 31, 2000, 1999
and 1998.  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, 2000 and 1999, and the results of its
operations and the changes in its net asset values for the years ended
December 31, 2000, 1999 and 1998, in conformity with generally accepted
accounting principles.




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

Hunt Valley, Maryland
January 23, 2001


                                        F-2



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                        STATEMENTS OF FINANCIAL CONDITION
                           December 31, 2000 and 1999
                                   -------------



                                                     2000            1999
                                                     ----            ----
ASSETS
  Equity in broker trading accounts
    Cash                                         $12,482,092     $44,341,201
    Net option premiums (received)                  (266,750)              0
    Unrealized gain (loss) on open contracts         837,101      (6,005,475)
                                                 -----------     -----------

          Deposits with broker                    13,052,443      38,335,726

  Cash                                                29,180         642,249
                                                 -----------     -----------

          Total assets                           $13,081,623     $38,977,975
                                                 ===========     ===========

LIABILITIES
  Accounts payable                               $    28,188     $    18,894
  Commissions and other trading fees
    on open contracts                                 14,338           3,018
  Incentive fees payable                             111,774               0
  Management fees payable                             32,343          95,836
  Redemptions payable                                208,851         222,643
                                                 -----------     -----------

          Total liabilities                          395,494         340,391
                                                 -----------     -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 61 units outstanding
    at December 31, 2000 and 1999                     52,762         101,567
  Limited Partners - 14,712 and 23,314
    units outstanding at December 31, 2000
    and 1999                                      12,633,367      38,536,017
                                                 -----------     -----------

          Total partners' capital
            (Net Asset Value)                     12,686,129      38,637,584
                                                 -----------     -----------

                                                 $13,081,623     $38,977,975
                                                 ===========     ===========


                              See accompanying notes.

                                        F-3



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                             STATEMENTS OF OPERATIONS
               For the Years Ended December 31, 2000, 1999 and 1998
                                   -------------



                                        2000            1999           1998
                                        ----            ----           ----
INCOME
  Trading gains (losses)
    Realized                        $(24,145,559)  $  1,522,130   $  6,818,869
    Change in unrealized               6,842,576     (7,168,725)     1,161,075
                                    ------------   ------------   ------------

          Gain (loss) from trading   (17,302,983)    (5,646,595)     7,979,944

  Interest income                      1,455,997      1,625,573        439,168
                                    ------------   ------------   ------------

          Total income (loss)        (15,846,986)    (4,021,022)     8,419,112
                                    ------------   ------------   ------------

EXPENSES
  Brokerage commissions                   41,871         35,908          8,363
  Incentive fees                         111,774        293,116      1,571,370
  Management fees                        717,706        986,328        267,508
  Operating expenses                      86,903        102,937         55,126
                                    ------------   ------------   ------------

          Total expenses                 958,254      1,418,289      1,902,367
                                    ------------   ------------   ------------

          NET INCOME (LOSS)         $(16,805,240)  $ (5,439,311)  $  6,516,745
                                    ============   ============   ============

NET INCOME (LOSS) PER GENERAL AND
  LIMITED PARTNER UNIT
    (based on weighted average
    number of units outstanding
    during the period of 20,147,
    17,844 and 6,179, respectively) $    (834.14)  $    (304.83)  $   1,054.60
                                    ============   ============   ============

INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED
  PARTNER UNIT                      $    (794.21)  $    (245.81)  $     941.31
                                    ============   ============   ============


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



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

Balances at
  December 31, 1997            3,044    $ 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                      6,960      36,931     9,422,159     9,459,090

Redemptions                     (232)          0      (335,600)     (335,600)
                              ------    --------  ------------  ------------

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 Asset Value Per Unit
                                      ------------------------
                                            December 31,
                                    2000        1999        1998
                                    ----        ----        ----

                                  $  858.74   $1,652.95   $1,898.76
                                  =========   =========   =========


                             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.  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.  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 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.  Net 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.

             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-6



                     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 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 $13,888, $275,958 and
             $94,591 for the years ended December 31, 2000, 1999 and 1998,
             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-7



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




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

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  The Limited
         Partnership Agreement requires the General Partner and/or its
         principals and affiliates to maintain capital accounts equal to at
         least 1% of the total capital of the Partnership.  At December 31,
         2000, the capital accounts of the General Partner and/or its
         principals and affiliates totaled $465,592.

         The Limited Partnership Agreement was amended effective February 16,
         1999 and generally requires that the General Partner maintain a net
         worth of at least $1,000,000.  ProFutures, Inc. has callable
         subscription agreements with ING (U.S.) Securities, Futures & Options,
         Inc. (ING), the Partnership's broker, whereby ING 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, 2000, 1999 and 1998 were $706,890, $986,328 and $267,508,
         respectively.  Management fees payable to ProFutures, Inc. as of
         December 31, 2000 and 1999 were $21,528 and $95,836, respectively.

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

         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 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 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.


                                        F-8



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




Note 4.  DEPOSITS WITH BROKER (CONTINUED)
         --------------------------------

         At December 31, 2000 and 1999, the initial margin requirement of
         $3,822,228 and $8,648,438, respectively, is satisfied by the deposit
         of cash with such broker.

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

         Investments in the Partnership were made by subscription agreement,
         subject to acceptance by the General Partner.  Effective November
         2000, the Partnership is closed to new investment; however, the
         General Partner may reopen the Partnership to new investments in the
         future.

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

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

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

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

         Open contracts generally mature within three months, however, the
         Partnership intends to close all contracts prior to maturity.  At
         December 31, 2000, the latest maturity date for open contracts is
         September 2001.


                                        F-9



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



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

         For derivatives, risks arise from changes in the market value of the
         contracts.  Theoretically, the Partnership is exposed to a market risk
         equal to the 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-10



                                      EXHIBIT

                       PROFUTURES LONG/SHORT GROWTH FUND, L.P.

                      AMENDMENT TO SECOND AMENDED AND RESTATED
                           LIMITED PARTNERSHIP AGREEMENT



         This Amendment dated as of November 10, 2000 to the Second Amended
and Restated Limited Partnership Agreement (the "Partnership Agreement") of
ProFutures Long/Short Growth Fund, L.P. (the "Partnership") dated as of
February 16, 1999 is executed by ProFutures, Inc. the general partner of the
Partnership (the "General Partner").

         WHEREAS, the General Partner may, pursuant to Section 16(a)(vi) of
the Partnership Agreement, amend the Partnership Agreement with amendments
it deems advisable, provided that such amendments are not adverse to the
limited partners;

         WHEREAS, the following amendments are advisable to protect limited
partners and the Partnership in light of changing operations of the
Partnership;

         NOW, THEREFORE, the Partnership Agreement shall be amended as
follows:

     1.  Section 9 of the Partnership Agreement shall be amended to delete
the penultimate paragraph thereunder and replace it with the following:

         The General Partner will send written notice to each Limited Partner
within seven days of (i) any decline in the Fund's Nest Asset Value per Unit to
50% or less of such Net Asset Value as of the previous highest month-end Net
Asset Value per Unit occurring on or after November 30, 2000, (ii) any material
change in its agreement with the Advisor or any modification in connection with
the method of calculating the incentive fee due to the Advisor or (iii) any
material change affecting the compensation of any party.  Any such notice shall
contain a description of Limited Partners' voting rights.

     2.  Section 11 of the Partnership Agreement shall be amended to delete the
third paragraph thereunder and replace it with the following:

         In the event that the Net Asset Value per Unit of the Fund has, as of
the close of business on any business day, declined to a level equal to less
than fifty percent (50%) of the Net Asset Value per Unit of the Fund as of the
previous highest month-end Net Asset Value per Unit occurring on or after
November 30, 2000, the General Partner shall so notify the Limited Partners
within seven (7) business days thereafter and shall suspend new trading and
liquidate all positions as promptly as practicable.  The General Partner, in
its notification, will set a date ten (10) business days after the notice date
as of which Limited Partners may redeem their Units.  The General Partner shall
mail notice of such date to each Limited Partner and assignee of Units of whom
it has received written notice, by first class mail, postage prepaid, together
with instructions as to the procedure such Limited Partner or assignee must
follow to have such Limited Partner's or assignee's interest (only entire, not
partial, interests may be so redeemed pursuant to a Special Redemption Date, a
Limited Partner or any other assignee of whom the General Partner's interest,
determined as of the close of business (as determined by the General Partner)
on such Special Redemption Date.  No redemption charges shall be assessed on
any such Special Redemption Date.  As in the case of a regular redemption, as
assignee shall not be entitled to redemption on any Special Redemption Date
until the General Partner has received written notice of the assignment,
transfer or disposition under which the assignee claims an interest in the
Units to be redeemed.  After such Special Redemption Date, the Fund may, in
the discretion of the General Partner, resume trading.  If the General
Partner determines not to resume trading, the Fund will be terminated.

         All other provisions of the Partnership Agreement are affirmed in the
entirety.

         IN WITNESS WHEREOF, the General Partner has executed this Amendment as
of the date noted above.

                                  PROFUTURES LONG/SHORT GROWTH FUND, L.P.


                                  By:  PROFUTURES, INC.
                                       Its General Partner



                                  By:
                                       ----------------------------------
                                       Gary D. Halbert
                                       President