FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

                  For the fiscal year ended:  December 31, 2001
                                  --------------

                        Commission File number:  333-61217
                                  --------------

                     Atlas Futures Fund, Limited Partnership
                     ---------------------------------------
               (Exact name of registrant as specified in charter)

           Delaware                                   51-0380494
--------------------------------         ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                                  5916 N. 300 West
                                 Fremont, IN  46737
                           ------------------------------
                     (Address of principal executive offices)

                                  (219) 833-1306
                                  --------------
                           Registrant's telephone number

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

  Title of each class.       Name of each exchange on which registered.
  --------------------       ------------------------------------------
  None                       None

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

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

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.   Yes [   ]   No [ X ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sect 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.     [  ]

State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  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.       None

There is no market for the Units of Partnership interests and none is expected
to develop.  This is a commodity pool.  The Units are registered to permit the
initial sale of Units at month end net asset value.

Documents Incorporated by Reference

Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission within 90 days of each of the years ended
December 31, 1998 and 1999 and 2000 at Registration No. 333-61217.

Registration Statement and all amendments thereto filed with the United
States Securities and Exchange Commission at Registration No. 333-61217 are
incorporated by reference to Parts I, II, III, and IV.

                                    PART I

Item 1.  Business

On September 3, 1999, the registration statement filed by Atlas Futures Fund,
L. P., (the "Fund")  with the Securities and Exchange Commission (the "SEC")
and the disclosure document filed with the Commodity Futures Trading
Commission (the "CFTC") was declared effective.  Offers and sales of the
Fund's limited partnership interests (the "Units") at the price of $1,000 per
Unit commenced on that date to residents of the states selected by the
General Partner.  On October 15, 1999, the Fund had sold in excess of the
$700,000 in face amount of Units, the amount required to break escrow and
deliver the sales proceeds to the Fund accounts to permit it to commence the
speculative trading of commodity futures.  Trading commenced on November 18,
1999.  On May 1, 2001, the Registrant  registered $8,000,000 in additional
Units.  Units are currently offered and sold at the net asset value per Unit
("NAV") determined after addition of profits and deduction of losses,
expenses, and reserves, at the close on the last business day of each month.
See the financial statements for the total value of the Fund and the NAV as
of the date of the statements.

The trades for the Fund are selected and placed with the futures commission
merchant, i.e., broker, for the account of the Fund by one or more commodity
trading advisors ("CTAs") selected by the General Partner of the Fund.
Currently, and since the inception of trading, the Fund account has been
traded by Clarke Capital Management, Inc. 216 S. Vine Street, Hinsdale, IL
60521 (630) 323-5913 as the sole CTA.  The books and records of the CTA are
kept and are available for inspection by the Partners at its office.  The CTA
is not paid a management fee of the equity assigned to it to manage, but is
paid an incentive fee of twenty percent (20%) of New Net Profit, as that term
is defined in the partnership agreement which governs the operation of the
Fund.  The Fund Partnership Agreement is included as Exhibit A to the
prospectus delivered to the prospective investors and filed as part of the
Registration Statement.  The Partnership Agreement is incorporated herein by
reference.

None of the purchasers of Limited Partnership Units ("Limited Partners") has
a voice in the management of the Partnership.  Reports of the NAV are sent to
the Partners within twenty days following the end of each month.  The General
Partner provides its management services for a management fee which is two
percent (2%) per year, payable at the rate of one-sixth of one percent (1/6th
of 1%) per month.

Futures Investment Company, ("FIC") an introducing broker, which is
Affiliated with the General Partner, provides all clearing costs, including
pit brokerage fees, which includes floor brokerage, NFA and exchange fees for
three quarters of one percent (3/4%) of the total value of the Fund per month
[nine percent (9%) per year] which is on deposit at the futures commission
merchant, Refco, Inc. selected by the General Partner and FIC to hold the
money and place the trades selected by the CTA for the Fund.

The business of the Partnership is regulated by the Commodity Futures
Exchange Commission pursuant to the Commodity Exchange Act.  These legal
safeguards are not intended to protect investors from the risks inherent in
the trading of commodities.  The trading of commodities is highly speculative
and risky.  For a complete description of the risks and regulation of the
business of the Partnership, see the Registrant's Registration Statement and
its pre-effective amendments on file with the Securities and Exchange
Commission at No. 333-61217, which are incorporated herein by reference.

Item 2.  Properties

The Fund maintains up to 3% of its assets on deposit in a commercial bank and
the balance at Refco, Inc., One World Financial Center, Tower A, Suite 2300,
200 Liberty Street, New York, NY 10281 or other registered futures commission
merchants selected, from time to time, by the General Partner.  Refco, Inc.
is registered with the National Futures Association pursuant to the Commodity
Exchange Act as a futures commission merchant.  The trading of commodities is
highly speculative and the Registrant is at unlimited risk of loss, including
the pledge of all of its assets to Refco, Inc. to secure the losses on the
trades made on its behalf by the commodity trading advisor or advisors
selected, from time to time, by the General Partner.

Item 3.  Legal Proceedings

There have been no legal proceedings against the Fund, its General Partner,
the commodity trading advisor or any of their Affiliates, directors or
officers.  Refco, Inc., the futures commission merchant has had legal
proceedings against it in the past five years as follows:

On May 24, 1999, Refco settled a CFTC administrative proceeding (In the
Matter of Refco, Inc., CFTC Docket No. 99-12) in which Refco was alleged to
have violated certain order taking, recordkeeping, and supervisory rules.
The CFTC allegations pertained to the period from January 1995 through
December 1995 in which Refco took trading instructions from an independent
introducing broker/broker-dealer that had discretionary trading authority
over approximately 70 accounts.  Without any hearing on the merits and
without admitting any of the allegations, Refco settled the proceeding and
agreed to payment of a $6 million civil penalty, entry of a cease and desist
order, funding of a study on order entry and transmission procedures, and a
review of its compliance policies and procedures related to its handling of
trades by floor and back office personnel.

Refco management does not believe that either  of the foregoing matters are
material to the clearing and execution services it  renders to the Fund.

The Fund is not aware of any threatened or potential claims or legal
proceedings to which the Fund is a party or to which any of its assets are
subject.

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

Shira Del Pacult, individually and as the principal of the corporate General
Partner, makes all day to day decisions regarding the operation of the Fund.
The Limited Partners have not exercised any right to vote their Units and
their have been no matters which would cause the Fund to conduct a vote of
the Partners.  The rights of the Limited Partners, including their voting
rights, are defined in the Partnership Agreement.  Briefly stated, their
voting rights are limited to the selection of the General Partner, amendments
to the Partnership Agreement, and other similar decisions.

                                   PART II

Item 5.  Market for Registrant's Limited Partnership Units

The Partnership desires to be taxed as a partnership and not as a
corporation.  In furtherance of this objective, the Partnership Agreement,
subject to certain exceptions upon the death of a Partner, requires all
Partners to obtain the approval of the General Partner prior to the transfer
of any Units of Partnership interest.  Accordingly, there is no market for
the Units and none is likely to develop.  The Partners must rely upon the
right of Redemption provided in the Partnership Agreement to liquidate their
interest.

The Partnership has less than 300 holders of its securities.  Partners are
required to represent to the issuer that they are able to understand and
accept the risks of investment in a commodity pool for which no market of
interests will develop and that the right of redemption will be the sole
expected method of withdrawal of equity from the Partnership.  See the
Partnership Agreement attached as Exhibit A to the Registration Statement,
incorporated herein by reference, for a complete explanation of the
limitations upon transfer and right of redemption provided to Partners.

Item 6.  Selected Financial Data

Registrant is not required to pay dividends or otherwise make distributions
and none are expected.  The Partners must rely upon their right of redemption
to obtain their return of equity after consideration of profits, if any, and
losses from the Partnership.  See the Registration Statement, incorporated
herein by reference, for a complete explanation of the allocation of profits
and losses to a partners capital account.

Following is a summary of certain financial information for the Registrant
for the period from January 1, 2001 to December 31, 2001.
                                                                 2001
Realized Gain (Loss) From Trading In Futures              $ 1,220,627
Change in Unrealized Gains (Losses) on Open Contracts      (1,253,256)
Interest Income                                               182,304
Management Fees                                              (220,751)
Incentive Fees                                                      0
Net Income (Loss)                                            (322,572)
General Partner Capital                                             0
Limited Partner Capital                                     6,102,458
Total Partnership Capital                                   6,102,458
Net Income (Loss) Per Limited Partner Unit                     (68.51)
Net Income (Loss) per General Partner Unit                          0
Net Asset Value Per Unit At End of Year                      1,176.65

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

The initial start-up costs attendant to the sale of partnership interests by
use of a Prospectus which has been filed with the Securities and Exchange
Commission are substantial.  The results of the partial year 1999 and the
years 2000 and 2001 reflect the absorption of these costs by the Fund.

The Partnership Agreement grants solely to the General Partner the right to
select the trading advisor or advisors and to otherwise manage the operation
of the Partnership.  See the Registration Statement, incorporated by
reference herein, for an explanation of the operation of the Partnership.

Item 8.  Financial Statements and Supplementary Data.

The Partnership financial statements as of December 31, 2001, were prepared
by James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL
60635 and were audited by Frank L. Sassetti & Co., Certified Public
Accountants, 6611 West North Avenue, Oak Park, IL 60302, were sent to each
Partner, and are incorporated herein by reference and are provided in this
Form 10-K.

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

No disagreements with (i) the accountants identified in Item 8 above, (ii)
any other experts selected by the Partnership  as disclosed in the "Experts"
section of the Registration Statement, or (iii) the financial statements have
occurred since the formation of the Partnership on January 12, 1998, as
amended and fully stated on May 1, 1999, to the date of filing of this Form
10-K.

                                   Part III

Item 10.  Directors and Executive Officers of the Registrant

The Fund is a Delaware Limited Partnership which acts through its corporate
and individual general partner.  Accordingly, the Registrant has no Directors
or Executive Officers.

The General Partners of the Registrant are Ashley Capital Management,
Incorporated, a Delaware corporation, and Ms. Shira Del Pacult.  The General
Partners are both registered with the National Futures Association as
commodity pool operators pursuant to the Commodity Exchange Act, and Ms.
Shira Del Pacult, age 45, is the sole shareholder, director, registered
principal and executive officer of the corporate General Partner.  The
background and qualifications of Ms. Pacult are disclosed in the Registration
Statement, incorporated herein by reference.  Ms. Pacult is also a registered
representative with Futures Investment Company, the broker dealer which
serves as underwriter of the "best efforts" offering of the Units.

Ms. Pacult is also the principal of the general partner of three other
commodity pools: Fremont Fund, Limited Partnership, a publicly offered pool
which commenced business in November, 1996 and ceased operations in June,
2000; Auburn Fund, Limited Partnership, a privately placed commodity pool,
which commenced business in April, 1997; and Bromwell Financial Fund, Limited
Partnership a publicly offered commodity pool which commenced business in
July, 2000.

Item 11.  Executive Compensation.

The Fund pays its corporate General Partner a management fee of two percent
(2%) per year, payable monthly, to serve the Partnership in an executive
capacity.   All operating costs related to management of the Partnership,
including compensation to Ms. Pacult, are paid from that management fee.

Ms. Pacult also earns compensation from the sale of the Units through FIC,
the Affiliated selling broker and from the fixed commissions paid by the
Partnership to FIC as the Affiliated introducing broker.  The amounts paid to
the affiliated companies which results in compensation to Ms. Pacult are
disclosed in the Registration Statement, which is incorporated herein by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

(a)  The following Partners own more than five percent (5%) of the total
equity of the partnership:

      Name                                 Percent Ownership
      Albert W. Overhauser                     7.56%
      Harry Briscoe                            8.02%

(b)  As of December 31, 2001, the General Partner owned no Units of Limited
Partnership interests.

(c)  The Limited Partnership Agreement governs the terms upon which control
of the Partnership may change.  No change in ownership of the Units will,
alone, determine the location of control.  A vote of the limited partners is
required to change the control from the General Partner to another general
partner.  Control of the management of the Partnership may never vest in one
or more Limited Partners.  There were no changes in control of the
Partnership from inception of operations to the date of the filing of this
Form 10-K.

Item 13.  Certain Relationships and Related Transactions.

The General Partner has sole discretion over the selection of trading
advisors.  FIC, the Affiliated introducing broker is paid a fixed commission
for trades and, therefore, the General Partners have a potential conflict in
the selection of a trading advisor who makes few trades rather than produces
profits for the Partnership.  This conflict and others are fully disclosed in
the Registration Statement, which is incorporated herein by reference.

                                   Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)   1. Financial Statements

      See Index to Financial Statements for the period ended December 31,
2001.

      The Financial Statements begin on page F-1.

(b)   2. Financial Schedules

      Not applicable, not required, or included in the Financial Statements.

(c)   3. Exhibits.

Incorporated by reference from Form S-1, and all amendments at file No. 333-
61217 previously filed with the Washington, D. C. office of the Securities
and Exchange Commission.

(d)      Reports on Form 8-K:  none

(e)      Exhibits filed herewith:  none

(f)      Financial Schedules filed herewith:  not applicable, not required or
included with the financial statements

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 2001, to be signed on its behalf by the
undersigned, thereunto duly authorized.

Registrant:                        Atlas Futures Fund, Limited Partnership
                                   By Ashley Capital Management, Inc.
                                   Its General Partner



Date:  March 29, 2002              By:    /s/ Shira Del Pacult
                                          Ms. Shira Del Pacult
                                          Sole Director, Sole Shareholder
                                          President and Treasurer

Date:  March 29, 2002              By:    /s/ Shira Del Pacult
                                          Ms. Shira Del Pacult, General Partner

********************************************************************************

                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                                 YEARS ENDED
                       DECEMBER 31, 2001, 2000 AND 1999

                       (With Auditors' Report Thereon)






















                               GENERAL PARTNER:
                       Ashley Capital Management, Inc.
                          % Corporate Systems, Inc.
                          101 North Fairfield Drive
                      Dover, Kent County, Delaware 19901











To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware


INDEPENDENT AUDITORS' REPORT

             We have audited the accompanying balance sheet, including the
schedule of investments, of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of
December 31, 2001 and the balance sheet, without the schedule of investments
as of December 31, 2000, and the related statements of operations, partners'
equity and cash flows for the years ended December 31, 2001, 2000 and 1999.
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

             We conducted our audits in accordance with auditing standards
generally accepted in the United States.  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 ATLAS
FUTURES FUND, LIMITED PARTNERSHIP as of December 31, 2001 and 2000, and the
results of its operations and its cash flows for the years ended December 31,
2001, 2000 and 1999, in conformity with accounting principles generally
accepted in the United States.


Accountants:                            Frank L. Sassetti & Co.
                                        Certified Public Accountants


Date:   February 16, 2002                By: /s/ Frank L. Sassetti & Co.
                                        Frank L. Sassetti & Co.
                                        Certified Public Accountants


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                      (A Delaware Limited Partnership)

                               BALANCE SHEETS

                         DECEMBER 31, 2001 AND 2000

                                    ASSETS

                                                       2001      2000

Cash (Note 7)                                     $   32,224     $      560
United States Treasury Obligations (Note 6)        3,185,359      3,199,558
Accrued interest receivable                           10,229         36,401
Due from limited partners                            124,985        142,503
Equity in Commodity Futures Trading Accounts -
  Cash (Note 6)                                    2,659,778      1,187,154
  Net unrealized gain on open commodity futures
   contracts (Note 8)                                122,096      1,375,352

                                                  $6,134,671     $5,941,528


                       LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
  Accrued trading commissions payable             $    2,803     $   14,268
  Accrued management fees payable                     10,074          7,672
  Accrued incentive fees payable                                    318,405
  Accrued accounting and auditing fees payable         8,542          4,193
  Sales commissions payable                           10,794         11,617
  Partner redemption payable                                         27,591

          Total Liabilities                           32,213        383,746


PARTNERS' EQUITY
  Limited partners - (5,186.28 and 4,434.4 units)  6,102,458      5,557,782
  General partner - (0 units)

          Total Partners' Equity                   6,102,458      5,557,782

                                                  $6,134,671     $5,941,528


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                          STATEMENTS OF OPERATIONS

                 YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999



                                             2001        2000       1999

REVENUES
  Realized gain from trading in futures   $1,220,627 $  356,986  $   37,130
  Realized gain/(loss) on exchange rate
   fluctuation                                (5,679)     1,600           8
  Changes in unrealized gain/(loss) on
   open commodity futures contracts       (1,253,256) 1,371,772       3,580
  Interest income                            182,304    162,762       8,709
  Redemption penalty                           4,947      9,567

           Total Revenues                    148,943  1,902,687      49,427


EXPENSES
  Commissions                                298,949    171,976      18,953
  Management fees                            110,751    104,921       8,816
  Incentive fees                                        390,501       6,573
  Professional accounting and legal fees      58,991     39,496       4,968
  Organization costs                                                  1,200
  Other operating and administrative
   expenses                                    2,824      5,456         257

           Total Expenses                    471,515    712,350      40,767

NET INCOME (LOSS)                         $ (322,572)$1,190,337  $    8,660

NET INCOME (LOSS)-
  Limited partnership unit                $   (68.51)$   361.85  $     6.29

  General partnership unit                $          $    97.04  $     9.04


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                        STATEMENTS OF PARTNERS' EQUITY

                 YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

                    LIMITED PARTNERS  GENERAL PARTNERS TOTAL PARTNERS' EQUITY
                      Amount   Units   Amount   Units      Amount   Units

Balance -
Dec 31, 1998     $                   $    1,647     2.00 $    1,647     2.00

Addition -
of 1789.234 units 1,651,584  1738.59     47,601    50.64  1,699,185 1,789.23

Net income (loss)     7,665                 995               8,660

Balance -
Dec 31, 1999      1,659,249 1,738.59     50,243    52.64  1,709,492 1,791.23

Addition -
of 3092.404 units 3,138,897 3,092.41                      3,138,897 3,092.41

Syndication costs
 paid               (16,864)                                (16,864)

Withdrawal -
of 449.237 units   (409,154) (396.60)   (54,926)  (52.64)  (464,080) (449.24)

Net income (loss) 1,185,654               4,683           1,190,337

Balance -
Dec 31, 2000      5,557,782 4,434.40                      5,557,782 4,434.40

Addition -
 of 1,233.673
 units            1,466,150 1,233.67                      1,466,150 1,233.67

Syndication costs
 paid               (24,501)                                (24,501)

Withdrawal -
of 481.785 units   (574,401) (481.79)                      (574,401) (481.79)

Net income (loss)  (322,572)                               (322,572)

Balance -
Dec 31, 2001      $6,102,458 5,186.28 $                  $6,102,458 5,186.28

                               December 31,      December 31,   December 31,
                                   2001              2000           1999

  Value per unit                $1,176.65         $1,253.33        $954.37

  Total partnership units        5,186.28          4,434.40       1,791.23


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                           STATEMENTS OF CASH FLOWS

                 YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999



                                             2001        2000       1999

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                      $ (322,572) $1,190,337  $    8,660
  Adjustments to reconcile net income
   (loss) to net cash used in operating
   activities -
    Changes in operating assets and
     liabilities -
      Equity in Commodity Futures
       Trading Accounts                    (219,368) (1,768,461)   (794,045)
      Accrued interest receivable            26,172     (29,904)     (6,497)
      U.S. Treasury Obligations              14,199  (2,508,449)   (691,109)
      Accrued commissions payable           (12,288)      3,864      22,021
      Management and incentive fees
       payable                             (316,003)    312,002      14,075
      Partner redemption payable            (27,591)     27,591
      Accounting and auditing fees payable    4,349       2,716       1,477

              Net Cash Used In
               Operating Activities        (853,102) (2,770,304) (1,445,418)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of units, net
   of sales commissions                   1,483,668   3,189,059   1,587,749
  Syndication and registration costs        (24,501)    (16,864)    (80,941)
  Partner cash redemptions                 (574,401)   (464,080)

              Net Cash Provided By
               Financing Activities         884,766   2,708,115   1,506,808

NET INCREASE (DECREASE) IN CASH              31,664     (62,189)     61,390

CASH
  Beginning of period                           560      62,749       1,359

  End of period                          $   32,224  $      560  $   62,749


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                           SCHEDULE OF INVESTMENTS

                              DECEMBER 31, 2001


Contracts                                                      Value

           United States Commodity Futures Position Held Long

    21     March '02 Mexican Peso                              $    4,462

           Japanese Commodity Futures Positions Held Long

    69     October '02 Gold                                        25,237
    46     October '02 Platinum                                    45,305
    46     November '02 Corn                                       13,320

           Total Japanese Commodity Futures Positions              83,862

           Total Commodity Futures Positions Held Long             88,324

           U.S. Commodities Futures Positions Sold Short

    23     March '02 Corn                                          5,750
    23     March '02 Soybeans                                      6,325
    23     February '02 NY #2 Heating Oil                         19,996

           Total U.S. Commodity Futures Positions Sold Short      32,071

           Australian Commodity Futures Positions Sold Short

    23     March '02 90 Day Aussie Bills                           1,701

           Total Commodity Futures Positions Sold Short           33,772

           Net Commodity Futures Positions                       122,096

$3,200,000 United States Treasury Bills                        3,185,359

           Cash in Trading Accounts

              United States Markets                            2,287,254
              Canadian Markets                                   (33,810)
              Eurodollar Markets                                 374,838
              British Pound Markets                               74,787
              Japanese Yen Markets                               (30,400)
              Australian Dollar Markets                          (12,891)

           Total Cash in Trading Accounts                      2,659,778

                   Total Investments                          $5,967,233


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                        NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2001, 2000 AND 1999


1.      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

  Atlas Futures Fund, Limited Partnership (the Fund) was formed January 12,
1998 under the laws of the State of Delaware.  The Fund is engaged in
speculative trading of futures contracts in commodities, which commenced in
October, 1999.  Ashley Capital Management, Inc. is the General Partner and
the commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership.
The commodity trading advisor (CTA) is Clarke Capital Management, who has the
authority to trade so much of the Fund's equity as is allocated to it by the
General Partner.

  Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.

  Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at  the initial closing as part of the offering expense.  Recurring
registration costs, if any, will be charged to expense as incurred.

  Revenue Recognition - Commodity futures contracts are recorded on the trade
date and are reflected in the balance sheet at the difference between the
original contract amount and the market value on the last business day of the
reporting period.

  Market value of commodity futures contracts is based upon exchange or other
applicable market best available closing quotations.

  Use of Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from these
estimates.

  Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers only cash and money market funds to be cash equivalents.  Net
cash provided by operating activities include no cash payments for interest
or income taxes for the years ended December 31, 2001, 2000 and 1999.


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                        NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2001, 2000 AND 1999



1.      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

  Reclassification - Certain items in the previously issued 2000 financial
statements have been reclassified to conform to current year presentation.

2.      GENERAL PARTNER DUTIES

  The responsibilities of the General Partner, in addition to directing the
trading and investment activity of the Fund, include executing and filing all
necessary legal documents, statements and certificates of the Fund, retaining
independent public accountants to audit the Fund, employing attorneys to
represent the Fund, reviewing the brokerage commission rates to determine
reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each Limited Partner and taking such other actions as deemed
necessary or desirable to manage the business of the Partnership.

3.      THE LIMITED PARTNERSHIP AGREEMENT

  The Limited Partnership Agreement provides, among other things, that -

  Capital Account - A capital account shall be established for each partner.
The initial balance of each partner's capital account shall be the amount of
the initial contributions to the partnership.

  Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.

  Any distribution from profits or partners' capital will be made solely at
the discretion of the General Partner.

  Allocation of Profit and Loss for Federal Income Tax Purposes - As of the
end of each fiscal year, the Partnership's capital gain or loss and ordinary
income or loss shall be allocated among the Partners, after having given
effect to the fees of the General Partner and the Commodity Trading Advisors
and each Partner's share of such items are includable in the Partner's
personal income tax return.


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                        NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2001, 2000 AND 1999



3.      THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

  Redemption - No partner may redeem or liquidate any Units until after the
lapse of six months from the date of the investment.  Thereafter, a Limited
Partner may withdraw, subject to certain restrictions, any part or all of his
units from the Partnership at the Net Asset Value per Unit on the last day of
any month with ten days prior written request to the General Partner.  A
redemption fee payable to the Partnership of a  percentage of the value of
the redemption request is charged during the first 24 months of investment
pursuant to the following schedule:

  4% if such request is received ten days prior to the last trading day of
the sixth month after the date of the partner's investment in the Fund

  3% if such request is received during the seventh to twelfth month after
the investment.

  2% if such request is received during the thirteenth to eighteenth month.

  1% if such request is received during the nineteenth to twenty-fourth
month.

  0% thereafter.

4.      FEES

  The Fund is charged the following fees on a monthly basis since the
commencement of trading.

  A management fee of 3% (annual rate) of the Fund's net assets allocated to
each CTA to trade will be paid to each CTA and 1% of equity to the Fund's
General Partner.  Effective November 1, 2000, the management fee allocated to
each CTA was decreased to 0% (annual rate) and the management fee allocated
to the Fund's General Partner was increased to 2% (annual rate) of the Fund's
net assets.

  An incentive fee of 20% of "new trading profits" will be paid to each CTA.
"New trading profits" includes all income earned by each CTA and expense
allocated to his activity.  In the event that trading produces a loss, no
incentive fees will be paid and all losses will be carried over to the
following months until profits from trading exceed the loss.  It is possible
for one CTA to be paid an incentive fee during a quarter of a year when the
Fund experienced a loss.  Effective November 1, 2000, the incentive fee was
increased to 25% of "new trading profits."


                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                        NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2001, 2000 AND 1999



4.      FEES - CONTINUED

  The Fund will pay fixed commissions of 9% (annual rate) of assets assigned
to be traded, payable monthly, to the Introducing Broker affiliated with the
General Partner.  The Affiliated Introducing Broker will pay the costs to
clear the trades to the futures commission merchant and all PIT Brokerage
costs which shall include the NFA and exchange fees.

5.      REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS

  Certain trades executed by the Fund are denominated in foreign currencies.
Gains and losses on these transactions are recorded as futures trading gains
or losses at the U. S. dollar equivalent on the date the trade is settled.
Exchange rate fluctuation gain or loss is reflected when residual amounts of
foreign currencies are reconverted to U. S. dollars.

6.      PLEDGED ASSETS

  The U. S. Treasury Obligations and Cash in trading accounts are pledged as
collateral for commodities trading on margin.

7.      CONCENTRATIONS

  The Fund maintains its cash balances at a high credit quality financial
institution.  The balances may, at times, exceed federally insured credit
limits.

8.      OFF BALANCE SHEET RISK

  As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities.  The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values. Open commodity contracts had gross contract value of $1,770,800
on short positions at December 31, 1999.  Open commodity contracts had gross
contract value of $81,103,765 on long positions and $7,068,373 on short
positions at December 31, 2000.  Open commodity contracts had gross contract
value of $2,586,066 on long positions and $4,031,682 on short positions at
December 31, 2001.

  Although the gross contract values of open commodity contracts represent
market risk, they do not represent exposure to credit risk, which is limited
to the current cost of replacing those contracts in a gain position.  The
unrealized gain on open commodity futures contracts at December 31, 2001,
2000 and 1999 was $122,096, $1,375,352 and $3,580, respectively.