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, 1998
                                  --------------

                        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

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 August 11, 1998, Registrant, through the efforts of its General Partner, 
submitted its initial registration statement on Form S-1 to the Securities 
and Exchange Commission to qualify five million dollars of its Limited 
Partnership Units at the price established by the General Partner of $1,000 
per Unit.  The Registrant has since received comments on its registration 
statement from the Securities and Exchange Commission and responded to them 
in a pre-effective amendment.  The Registrant will continue to amend its 
registration statement until it is declared effective by the SEC.  At such 
time, it will commence the sale of Units through Futures Investment Company, 
a NASD registered broker/dealer affiliated with the principal of the General 
Partner. 

Michael J. Frischmeyer, Commoditech, Inc., Rosenbery Capital Management, 
Inc., and C&M Traders, Inc., National Futures Association registered 
commodity trading advisors (the "CTAs"), have initially been chosen by the 
General Partner to select trades;  however, the General Partner may, at its 
sole discretion, remove or add other CTAs at any time.  The CTAs will be paid 
management fees of three percent (3%) of the equity assigned to them to 
manage plus an incentive fee of fifteen percent (15%) of New Net Profit, as 
that term is defined in the partnership agreement which governs the operation 
of the Registrant.  The partnership agreement is included as Exhibit A to the 
registration statement and is incorporated herein by reference.

After the commencement of business, the sale of Limited Partnership Units 
will be made at an offering price determined at the end of each month after 
consideration of all profits, losses and expenses incurred by the 
Partnership. 

None of the purchasers of Limited Partnership Units will have a voice in the 
management of the Partnership.  Reports of the Net Asset Value of the 
Partnership will be sent to all purchasers of Units at the end of each month.  
The General Partner will provide its management services for a management fee 
of two percent (2%) per year payable at the rate of one-sixth of one percent 
(1/6th of 1%) per month.  

Futures Investment Company, an introducing broker which is Affiliated with 
the General Partner, will provide all clearing costs, including pit brokerage 
fees, which include floor brokerage, NFA and exchange fees for three quarters 
of one percent (3/4%) of total equity per month [nine percent (9%) per year] 
on deposit at Vision Limited Partnership, the independent futures commission 
merchant selected by the General Partner to hold the funds of the 
partnership.  

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 

Registrant will maintain the majority of its assets on deposit at Vision 
Limited Partnership, One Whitehall Street, 15th floor, New York, New York, 
10004 or other registered futures commission merchants selected by the 
General Partner.  Vision Limited Partnership is registered with the National 
Futures Association pursuant to the Federal Commodity Exchange Act as a 
commodity 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 the trades made on its behalf by the 
commodity trading advisor or advisors in the commodity markets.

Item 3.  Legal Proceedings

There have been no legal proceedings against the Registrant, its General 
Partner, or any of its Affiliates, directors or officers.  Neither the 
commodity trading advisor nor the commodity futures commission merchant 
selected by the Registrant have had any legal proceedings against them, any 
of its Affiliates, directors or officers which would materially effect the 
operation of the Registrant or its business, except as follows:   

On December 31, 1997, the Business Conduct Committee of the NFA issued a two 
count complaint against Vision Limited Partnership.  Count I alleges failure 
to supervise and Count II alleges improper handling of one block order.  
Vision denies the allegations and intends to vigorously defend the matter.

The Registrant is not aware of any threatened or potential claims or legal 
proceedings to which the Registrant 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, the principal of the General Partner, is also the sole 
Limited Partner.  Accordingly, there have been no matters which were 
submitted to or required a vote of the Partners.   All of the day to day 
management of the Registrant will be performed by its corporate General 
Partner.  The Limited Partners, (sic the Security Holders), have no right to 
participate in the management of the Partnership.  All of their voting 
rights, as defined in the Partnership Agreement, 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 
requires a security holder 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 will likely have 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 will develop and 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 right of redemption 
provided to Partners. 

Item 6.  Selected Financial Data

Registrant will not be 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, 1998 to December 31, 1998.

                                                               1998

Realized Gain (Loss) From Trading In Futures             $   none**       
Change in Unrealized Gains (Losses) on Open Contracts             0
Interest Income                                                   0
Management Fees                                                   0
Incentive Fees                                                    0
Net Income (Loss)                                              (353)
General Partner Capital                                         823
Limited Partner Capital                                         823
Total Partnership Capital                                      1646
Net Income (Loss) Per Limited and 
 General Partner Unit*                                         (177) 
Net Asset Value Per Unit At
 End of Year                                                    823
----------------
Based on weighted average units outstanding
**Trading has not commenced.

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.  These costs have been borne by the General 
Partner and will be absorbed by the Partnership once the business of the 
Registrant has commenced. 

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, 1998, 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 at Pages 
F-1 through F-9 of 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, 1999. 

                                   Part III

Item 10.  Directors and Executive Officers of the Registrant

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

The General Partner of the Registrant is Ashley Capital Management, 
Incorporated, a Delaware corporation.  The General Partner is registered as a 
commodity pool operator pursuant to the Commodity Exchange Act and Ms. Shira 
Del Pacult, age 42, is its sole shareholder, director, registered principal, 
and executive officer.  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 will serve as underwriter of the "best 
efforts" offering of the Units once sales are resumed.  

Ms. Pacult is also the principal of the general partner of two other 
commodity pools, Fremont Fund, Limited Partnership, a publicly offered pool 
which commenced business in November, 1996, and Auburn Fund, Limited 
Partnership, which commenced business in April, 1997.

Item 11.  Executive Compensation.

The Registrant will pay its 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, will be paid from that management fee. 

Ms. Pacult will also earn compensation from the sale of the Units through the 
Affiliated selling broker and from the fixed commissions paid by the 
Partnership to the Affiliated introducing broker.  The amounts to be 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)  Both the General Partner and the Initial Limited Partner, Shira Del 
Pacult own 1 Unit each, thus giving them each 50% interest in the 
Partnership.

(b)  Pursuant to the terms of the Partnership Agreement and the offering, the 
General Partner must maintain no less than one percent (1%) of the total 
equity of the partnership.  As of December 31, 1998, the General Partner 
owned one Unit 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 December 31, 1998.

Item 13.  Certain Relationships and Related Transactions.

The General Partner has sole discretion over the selection of trading 
advisors.  The Affiliated introducing broker will be paid a fixed commission 
for trades and, therefore, the General Partner has 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, 
      1998.

      The Financial Statements begin on page F-1.

(a)   2. Financial Schedules

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

(a)   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. 

<TABLE>
<CAPTION>
Exhibit                                                                     
Number    Description of Document
<S>        <C>
(1) - 01   Selling Agreement dated February 1, 1998, among the Partnership, the General 
           Partner, and Futures Investment Company, the Selling Agent
(2)        None
(3) - 01   Articles of Incorporation of the General Partner
(3) - 02   By-Laws of the General Partner
(3) - 03   Board Resolution of General Partner to authorize formation of 
           Delaware Limited Partnership
(3) - 04   Amended and Restated Agreement of Limited Partnership of the Registrant dated 
           February 1, 1998 (included as Exhibit A to the Prospectus)
(3) - 05   Certificate of Limited Partnership, Designation of Registered Agent, Certificate of 
           Initial Capital filed with the Delaware Secretary of State, and Delaware Secretary of State 
           acknowledgment of filing of Certificate of Limited Partnership
(4) - 01   Amended and Restated Agreement of Limited Partnership of the Registrant dated 
           February 1, 1998 (included as Exhibit A to the Prospectus)
(5) - 01   Opinion of The Scott Law Firm, P.A. relating to the legality of the Partnership Units.
(6)        Not Applicable
(7)        Not Applicable
(8) - 01   Opinion of The Scott Law Firm, P.A. with respect to Federal income tax consequences.
(9)        None
(10) - 01  Form of Advisory Agreements between the Partnership and the CTAs
           (included as Exhibits F, G, H, I & J to the Prospectus)
(10) - 02  Form of New Account Agreement between the Partnership and the FCM
(10) - 03  Form of Subscription Agreement and Power of Attorney 
           (included as Exhibit D to the Prospectus).
(10) - 04  Escrow Agreement among Escrow Agent, Underwriter, and the Partnership.
           (included as Exhibit E to the Prospectus).
(10) - 05  Introducing Broker Clearing Agreement by and between Vision Limited Partnership
           as futures commission merchant (the "FCM") and Futures Investment Company as 
           introducing broker (the "IB")
(11)       Not Applicable - start-up business
(12)       Not Applicable
(13)       Not Required
(14)       None
(15)       None
(16)       Not Applicable
(17)       Not Required
(18)       Not Required
(19)       Not Required
(20)       Not Required
(21)       None
(22)       Not Required
(23) - 01  Consent of Frank L. Sassetti & Co., Certified Public Accountants
(23) - 02  Consent of James Hepner, Certified Public Accountant
(23) - 03  Consent of The Scott Law Firm, P.A.
(23) - 04  Consent of Michael J. Frischmeyer, CTA
(23) - 05  Consent of Commoditech, Inc., CTA
(23) - 06  Consent of Rosenbery Capital Management, Inc., CTA
(23) - 07  Consent of J.A.H. Research and Trading, CTA
(23) - 08  Consent of C&M Traders, Inc., CTA
(23) - 09  Consent of Futures Investment Company, as Selling Agent
(23) - 10  Consent of Futures Investment Company, as Introducing Broker
(23) - 11  Consent of Star Financial Bank, Angola, Indiana, Escrow Agent
(23) - 12  Consent of Vision Limited Partnership
(24)       None
(25)       None
(26)       None
(27)       Not Applicable
(28)       Not Applicable
(99) - 01  Subordinated Loan Agreement for Equity Capital
(99) - 02  Representative's Agreement between Futures Investment Company and Shira Del Pacult
</TABLE>

(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, 1998, 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, 1999              By:    /s/ Shira Del Pacult
                                          Ms. Shira Del Pacult
                                          Sole Director, Sole Shareholder
                                          President and Treasurer

*******************************************************************************
                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                        FOR THE PERIOD JANUARY 12, 1998
                   (DATE OF INCEPTION) TO DECEMBER 31, 1998
                        (With Auditors' Report Thereon)







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

<PAGE>

FRANK L. SASSETTI & CO.
CERTIFIED PUBLIC ACCOUNTANTS

To The Partners
Atlas Futures Fund, Limited Partnership
(a development stage enterprise)
Dover, Kent County, Delaware


      INDEPENDENT AUDITORS' REPORT


      We have audited the accompanying balance sheet of ATLAS FUTURES FUND, 
LIMITED PARTNERSHIP (a development stage enterprise) as of December 31, 1998, 
and the related statements of operations, partners' equity and cash flows for 
the period from January 12, 1998 (inception) to December 31, 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 audit.

      We conducted our audit 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 audit provides 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 (a development stage enterprise) as of December 31, 
1998, and the results of its operations and its cash flows for the period 
from January 12, 1998 (inception) to December 31, 1998, in conformity with 
generally accepted accounting principles.





March 18, 1999
Oak Park, Illinois

                                      F-1
<PAGE>
                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                                 BALANCE SHEET

                               DECEMBER 31, 1998



                                    ASSETS

Cash                                                      $ 1,359 
Offering expenses - estimated  (Note 1)                    49,200 
Organization costs - estimated  (Note 1)                    2,800 
                                                          -------
                                                          $53,359 
                                                          =======



                       LIABILITIES AND PARTNERS' EQUITY

Liabilities -
  Due to general partner                                  $51,712 
                                                          -------


Partners' Capital -
  Limited partners  (1 unit)
     Initial capital contribution                           1,000 
     Deficit accumulated during development stage            (177)

  General partner (1 unit)
     Initial capital contribution                           1,000 
     Deficit accumulated during development stage            (176)
                                                          --------
                  Total Partners' Capital                   1,647 
                                                          --------

                                                          $53,359 
                                                          ========

                  The accompanying notes are an integral part
                         of the financial statements.

                                      F-2
<PAGE>

                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                            STATEMENT OF OPERATIONS

                         JANUARY 18, 1998 (INCEPTION)
                             TO DECEMBER 31, 1998



REVENUES                                                  $     
                                                          -------


                  Total Revenues                          -------


EXPENSES
  Bank charges                                               103 
  Shipping expenses                                          250 
                                                          -------


                  Total Expenses                             353 
                                                          -------

NET LOSS                                                  $ (353) 
                                                          =======


NET LOSS -
  Limited partnership unit                                $ (177) 
                                                          =======

  General partnership unit                                $ (176) 
                                                          =======


                  The accompanying notes are an integral part
                         of the financial statements.

                                      F-3
<PAGE>

                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                         STATEMENT OF PARTNERS' EQUITY

                         JANUARY 18, 1998 (INCEPTION)
                             TO DECEMBER 31, 1998



                                                                Total
                   Limited Partners   General Partners    Partners' Equity
                   Amount     Units   Amount     Units    Amount     Units 

Initial partner
 contributions     $1,000       1     $1,000       1      $2,000       2   

Net loss -
 January 18, 1998
 to December 31,
 1998                (177)              (176)               (353) 
                   -------    -----   -------    -----    -------    ----- 
Balance -
 December 31, 1998 $  823       1     $  824       1      $1,647       2   
                   =======    =====   =======    =====    =======    ===== 


Value per unit at
 December 31, 1998                                                 $823.50
                                                                   =======
Total partnership
 units at
 December 31, 1998                                                     2
                                                                   =======

                  The accompanying notes are an integral part
                         of the financial statements.

                                      F-4
<PAGE>
                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                            STATEMENT OF CASH FLOWS

                         JANUARY 18, 1998 (INCEPTION)
                             TO DECEMBER 31, 1998



CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                        $  (353)
  Adjustments to reconcile net loss to net
   cash used in operating activities                              --------

             Net Cash Used In
               Operating Activities                                  (353)
                                                                  --------


CASH FLOWS FROM INVESTING ACTIVITIES
      Organization costs paid                                        (288) 
                                                                  --------


CASH FLOWS FROM FINANCING ACTIVITIES
      Initial partner contributions                                  2,000
                                                                  --------


NET INCREASE IN CASH                                                 1,359


CASH -
  Beginning of period                                             --------

  End of period                                                   $  1,359 
                                                                  ========


NON-CASH INVESTING ACTIVITIES
  Organization and syndication costs incurred
   and paid by affiliate - estimated                              $ 51,712 
                                                                  ========


                  The accompanying notes are an integral part
                         of the financial statements.

                                      F-5
<PAGE>
                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1998



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 expects 
to engage in the speculative trading of futures contracts in commodities.  
Ashley Capital Management, Inc. is the General Partner and the commodity pool 
operator (CPO) of Atlas Futures Fund, Limited Partnership.  The commodity 
trading advisors (CTAs) are expected to be Michael J. Frischmeyer, 
Commoditech, Inc., Rosenbery Capital Management, Inc., J.A.H. Research and 
Trading and C & M Traders, Inc., who have the authority to trade so much of 
the Fund's equity as is allocated to them by the General Partner.

            The Partnership is in the development stage and its efforts 
through December 31, 1998 have been principally devoted to organizational 
activities.

      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.

      Offering Expenses and Organizational Costs - Offering expenses are to 
be reimbursed to the General Partner upon the initial closing.  
Organizational costs are capitalized and amortized over sixty months on a 
straight line method starting when operations begin, payable from profits or 
capital subject to a 2% annual capital limitation.  All organizational costs 
incurred to date have been capitalized and no amortization expense has yet 
been charged.

      Registering Costs - Costs incurred for the initial filings with 
Securities and Exchange Commission, Commodity Futures Trading Commission, 
National Futures Association (the "NFA") and the states where the offering is 
expected to be made are accumulated, deferred and charged against the gross 
proceeds of offering at the initial closing as part of the offering expenses.  
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.

                                      F-6
<PAGE>
                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1998



1.      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      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 amounts 
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 as of December 31, 1998.


2.      GENERAL PARTNER DUTIES

            The responsibilities of the General Partner, in addition to 
directing the trading and investment activity of the Fund, includes 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 the 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.

                                      F-7
<PAGE>
                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1998



3.      THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

      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 realized 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.

      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 on 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 month in which the redemption is to be effective the sixth 
month after the date of the investment in the Fund.

            *      3% if such request is received during the next seven to 
twelve months after the investment.

            *      2% if such request is received during the next thirteen to 
eighteen months.

            *      1% if such request is received during the next nineteen to 
twenty-four months.

            *      0% thereafter.

                                      F-8
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                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Development Stage Enterprise)

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1998



4.      FEES

                        The Fund will be charged the following fees on a 
monthly basis as of 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 3% of 
equity to the Fund's General Partner.

            *      An incentive fee of 15% of "new trading profits" will be 
paid to each CTA.  "New trading profits" includes all income earned by a 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 or a year 
when the Fund experienced a loss.

            *      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.

                                      F-9
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