FORM 10-K
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

(Mark One)

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

For the year ended  12-31-2008

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from  	 to
Commission file number  333-53111

                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
            (Exact name of registrant as specified in its charter)

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

   505 Brookfield Drive, Dover, DE 		19901
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (800) 331-1532

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:

                          Limited Partnership Units
                               (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No 	[X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Seq 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.  [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [X] (Do not check if a smaller reporting company)
Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).  Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.:  Not Applicable.  There is no market for the
Units of partnership interests and none is expected to develop.  The
Registrant is a commodity pool.  The Units are registered to permit the
initial sale of Units at month end net asset value.

<page>
Documents Incorporated by Reference

Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission for the years ended December 31, 1998
through 2007 at Registration Nos. 333-61217, 333-53111 and 333-59976.

Registration Statement on Form S-1 and all amendments thereto filed with the
United States Securities and Exchange Commission at Registration Nos. 333-
61217 and 333-59976 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"),
which incorporated 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 initial 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.

 By its post effective amendment to its registration statement on Form S-1
filed June 24, 2008, the Fund updated its prospectus to (i) include up-to-date
performance and financials, (ii) provide notice that, effective April 1, 2008,
the Fund would have the right to diversify its cash equity for trading from
being solely on deposit with clearing brokers to deposits at the brokers as
well as in the name of the Fund outside of the clearing brokers in short term
Treasury Bills and/or cash management funds holding only U.S. Treasuries, and
(iii) provide notice that also, effective April 1, 2008, brokerage commissions
that were currently charged as a percentage of assets on deposit with the
clearing broker would be charged upon the assets intended to be used as equity
for trading regardless of where they are deposited and what short-term
investment is utilized.

The trades for the Fund are selected and placed with the futures commission
merchant ("FCM"), i.e., clearing broker, for the account of the Fund by one or
more CTAs selected by the General Partner of the Fund.  Since the inception of
trading through February 1, 2005, the Fund account was traded by a single CTA,
Clarke Capital Management, Inc. 116 W. 2nd Street, Hinsdale, Illinois 60521
(630) 323-5913.  As of February 1, 2005, NuWave Investment Company, 1099 Mount
Kemble Avenue, Morristown, New Jersey 07960, Telephone: (973) 425-9192, Fax:
(973) 425-9190, E-mail: info@NuWavecorp.com was added as a CTA.  As of October
1, 2007, NuWave was removed as CTA.  The books and records of the trades
placed by the CTA in the Fund's trading account are kept and are available for
inspection by the Limited Partners at the office of the corporate General
Partner, 5914 N. 300 West, Fremont, IN 46737.  Clarke is not paid a management
fee of the equity assigned to it to manage, but is paid an incentive fee of
twenty-five percent (25%) of New Net Profit that it generates, as that term is
defined in the Limited Partnership Agreement which governs the operation of
the Fund, payable quarterly.  The Fund Limited Partnership Agreement is
included as Exhibit A to the prospectus delivered to the prospective investors
and filed as part of the Registration Statement.  The Limited Partnership
Agreement defines the terms of operation of the Fund and is incorporated
herein by reference.  None of the purchasers of Limited Partnership Units
("Limited Partners") has a voice in the management of the Fund or ownership in
the General Partner or the trading advisor.  Reports of the NAV are sent to
the Partners within twenty days following the end of each month.

Ashley Capital Management, Inc., the corporate General Partner and Commodity
Pool Operator, is paid monthly fixed brokerage commissions of eleven twelfths
of one percent (11/12%) of the total value of the funds available for trading
in the Fund's accounts at the FCM [eleven percent (11%) per year], from which
it pays seven percent (7%) of the eleven percent (11%) to Futures Investment
Company as introducing broker, which in turn pays all clearing costs,
including pit brokerage fees, which includes floor brokerage, NFA and exchange
fees for trades.  The FCM is selected by the General Partner and holds the
Fund's trading equity and places the trades as directed by the CTA pursuant to
a power of attorney and advisory agreement granted by the Fund.  The CTA
agreements are terminable at the will of the parties.

                                       2
<page>
The sale of Units is regulated by Securities Act of 1933 and the Commodity
Exchange Act.  Once the Units are issued, the operation of the Fund is subject
to regulation pursuant to the Securities and Exchange Act of 1934 and the
Commodity Exchange Act. The U.S. Securities and Exchange Commission and the
Securities Commissions and securities acts of the several States where its
Units are offered and sold have jurisdiction over the operation of the Fund.
The National Futures Association has jurisdiction over the operation of the
General Partner and the Commodity Trading Advisors.  This regulatory structure
is not intended, nor does it, protect investors from the risks inherent in the
trading of futures and options.

The Registrant will continue to offer Units for sale to the public via its
fully amended and restated prospectus dated August 13, 2008 (the
"Prospectus"), as it may be amended in the future, until the balance of un-
issued registered securities, $1,164,400, as of December 31, 2008, is sold or
the offering terminates as permitted or required by the terms of the Limited
Partnership Agreement.

Item 1A.  Risk Factors

The trading of futures, options on futures and other commodities related
investments is highly speculative and risky.  You should make an investment in
the Fund only after consulting with independent, qualified sources of
investment and tax advice and only if your financial condition will permit you
to bear the risk of a total loss of your investment. You should consider an
investment in the Units only as a long-term investment. Moreover, to evaluate
the risks of this investment properly, you must familiarize yourself with the
relevant terms and concepts relating to commodities trading and the regulation
of commodities trading, which are discussed in the Risk Factors section of the
Prospectus, which is incorporated herein by reference.

You should carefully consider all the information we have included or
incorporated by reference in this Form 10-K and our subsequent periodic
filings with the SEC. In particular, you should carefully consider the risk
factors described above and read the risks and uncertainties as set forth in
the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" Section of this Form 10-K.  Any of the heretofore mentioned
risks and uncertainties could materially adversely affect the Fund, its
trading activities, operating results, financial condition and Net Asset Value
and therefore could negatively impact the value of your investment. You should
not invest in the Units unless you can afford to lose all of your investment.

Item 1B.  Unresolved Staff Comments
None.

Item 2.  Properties

The general partner has sole authority to determine the percentage of Fund
assets that will be held on deposit with the futures commission merchant
(FCM), used for other investments, and held in bank accounts to pay current
obligations.  The Fund maintains approximately 61% of its assets in a Treasury
Direct Account maintained with the United States Department of the Treasury,
and it also retains the right to invest in cash management funds that invest
in U.S. Treasuries and have high liquidity.  Funds maintained with the
Department of Treasury and any cash management funds are in the name of the
partnership and not commingled with those of any other entity.  The general
partner maintains approximately 38% of our net assets with the futures
commission merchant for margin for trading by the trading advisor.
Approximately 1% of the previous month's net assets are retained in the Fund's
bank accounts to pay expenses and redemptions.  MF Global Inc. is registered
with the National Futures Association pursuant to the Commodity Exchange Act
as a FCM.  The trading of futures, options on futures and other commodities is
highly speculative and the Fund has an unlimited risk of loss, including the
pledge of all of its assets to the FCM 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.

                                       3
<page>
Item 3.  Legal Proceedings

There have been no legal proceedings against the Fund, its General Partner,
the CTA, the IB or any of their Affiliates, directors or officers.  The FCM,
MF Global Inc. ("MFG"), (MFG was formerly known as Man Financial Inc. ("MFI")
until the change of name to MFG was effected on July 19, 2007), has had the
following described reportable events, none of which, in the opinion of the
FCM, is material to the performance of the FCM on behalf of the Fund's
account:

MF Global Inc. ("MFG") is registered under the Commodity Exchange Act, as
amended, as a futures commission merchant and a commodity pool operator, and
is a member of the National Futures Association in such capacities. In
addition, MFG is registered with the Financial Industry Regulatory Authority
as a broker-dealer.  MFG was formerly known as Man Financial Inc. ("MFI")
until the change of name to MFG was effected on July 19, 2007.  MFG is a
member of all major U.S. futures exchanges and most major U.S. securities
exchanges.  MFG's main office is located at 717 Fifth Avenue, 9th Floor, New
York, New York 10022-8101.  MFG's telephone number at such location is (212)
589-6200.

At any given time, MFG is involved in numerous legal actions and
administrative proceedings, which in the aggregate, are not, as of the date of
this report, expected to have a material effect upon its condition, financial
or otherwise, or to the services it will render to the Fund.  There have been
no administrative, civil or criminal proceedings pending, on appeal or
concluded against MFG or its principals within the five years preceding the
date of this Memorandum that MFI would deem material for purposes of Part 4 of
the Regulations of the Commodity Futures Trading Commission, except as
follows:

In May, 2006, MFI was sued by the Receiver for Philadelphia Alternate Asset
Fund ("PAAF") and associated entities for common law negligence, common law
fraud, violations of the Commodity Exchange Act and RICO violations (the
"Litigation").  In December, 2007, without admitting any liability of any
party to the Litigation to any other party to the Litigation, the Litigation
was settled with MFI agreeing to pay $69 million, plus $6 million of legal
expenses, to the Receiver, in exchange for releases from all applicable
parties and the dismissal of the Litigation with prejudice.  In a related
action, MFI settled a CFTC administrative proceeding (In the Matter of MF
Global, f/k/a Man Financial Inc., and Thomas Gilmartin) brought by the CFTC
against MFI and one of its employees for failure to supervise and
recordkeeping violations.  Without admitting or denying the allegations, MFI
agreed to pay a civil monetary penalty of $2 million and accepted a cease and
desist order.  MFI has informed the Fund, General Partner and  the Trading
Advisor that the settlements referenced above will not materially affect MFG
or its ability to perform as a clearing broker.

On February 20, 2007, MFI also settled a CFTC administrative proceeding (In
the Matter of Steven M. Camp and Man Financial Inc., CFTC Docket No. 07-04) in
which MFI was alleged to have failed to supervise one of its former associated
persons (AP) who was charged with fraudulently soliciting customers to open
accounts at MFI.  The CFTC alleged that the former AP misrepresented the
profitability of a web-based trading system and of a purported trading system
to be traded by a commodity trading advisor.  Without admitting or denying the
allegation, MFI agreed to pay restitution to customers amounting to
$196,900.44 and a civil monetary penalty of $120,000.  MFI also agreed to a
cease and desist order and to strengthen its supervisory system for overseeing
sales solicitations by employees in connection with accounts to be traded
under letters of direction in favor of third party system providers.

On March 6, 2008, and thereafter, four virtually identical proposed class
action securities suits were filed against MF Global Ltd., certain of its
officers and directors, and Man Group plc. The complaints allege that the
registration statement and prospectus issued in connection with MF Global
Ltd.'s initial public offering in July 2007, were materially false and
misleading to the extent that representations were made regarding the
company's risk management policies, procedures and systems. The allegations
are based upon the company's disclosure of $141.5 million in trading losses
incurred in a single day by an associated person in his personal trading
account, which losses the company was responsible to pay as an exchange
clearing member.

                                       4
<page>
In connection with the incident involving the trading losses referenced above,
the CFTC issued a formal order of investigation naming MFG and the AP. The
CFTC, in coordination with the Chicago Mercantile Exchange ("CME"), has been
collecting documentation and taking depositions of MFG employees. This
investigation is ongoing and it is not yet certain what actions the CFTC
and/or the CME might take. MF Global has established an accrual of $10.0
million to cover potential CFTC civil monetary penalties in this matter and
the two CFTC matters referred to below. This is MF Global's best estimate at
this time and there is no assurance that the $10.0 million accrual will be
sufficient for these purposes or that the CFTC will not require remedial
measures. No accrual has been made for the CME matter.

In May 2007, MFG and two of its employees received what is commonly referred
to as a "Wells notice" from the staff of the Division of Enforcement of the
CFTC. The notice relates to two trades MFG executed in 2004 for a customer and
reported to NYMEX. The notice indicates that the Division of Enforcement is
considering recommending to the CFTC that a civil proceeding be commenced
against MFG and the two employees, in which the CFTC would assert that MFG and
the two employees violated Section 9(a)(4) of the Commodity Exchange Act,
which generally prohibits any person from willfully making any false,
fictitious, or fraudulent statements or representations, or making or using
any false writing or document knowing the same to contain any false,
fictitious, or fraudulent statement to a board of trade. The Division of
Enforcement staff contends that MFG and the individuals presented or
participated in the submission of information to NYMEX that falsely
represented the dates on which the trades in question occurred. MFG and the
individuals dispute these contentions. It is not yet certain what action the
CFTC will take, but see the reference to a $10.0 million accrual above.

Additionally, MF Global is currently cooperating in an investigation conducted
by a New York County Grand Jury in conjunction with the U.S. Attorney's Office
in the Southern District of New York, with which the CFTC and the SEC are also
involved. The investigation centers around trading by a market making energy
trader at Bank of Montreal (BMO) who allegedly mismarked his book. An MFG
broker did business with the BMO trader, and used bid and offer prices for
forward OTC trades the BMO trader sent to him as a basis for prices which the
MFG broker disseminated to MFG's customers, including BMO, as price
indications that reflected a consensus. MFG has been told that neither MFG nor
the broker is a target of the Grand Jury investigation.  In connection with
this investigation, MFG has been served by the CFTC with a Wells notice in
anticipation of civil charges against the broker under the anti-fraud
provisions of CFTC Regulation 33.10 and MFG with derivative liability for the
broker's actions. It is not yet certain what action the CFTC may take against
MFG or the broker, but see the reference to a $10.0 million accrual above.

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

Michael P. 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
there 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 Limited Partnership Agreement.  Briefly stated, their
voting rights are limited to the selection of the General Partner, amendments
to the Limited Partnership Agreement, and other similar decisions.

                                    PART II

Item 5.  Market for Registrant's Limited Partnership Units, Related
Stockholder Matters and Issuer Purchases of Equity Securities

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

The Fund has fewer than 300 holders of its securities.  Limited 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 Fund.  The General Partner
has sole discretion in determining what distributions, if any, the Fund will
make to the Partners. The Fund has not made any distributions as of the date
hereof. The Fund has no securities authorized for issuance under equity
compensation plans.  See the Limited 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.

                                       5
<page>
Item 6.  Selected Financial Data

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

Following is a summary of certain financial information for the Registrant for
the period from January 1, 2004 to December 31, 2008.

<table>

						<c>		<c>		<c>		<c>		<c>
									Years Ended December 31,
						2008		2007		2006		2005		2004
Performance per unit (3)
  Net unit value, beginning of the year		$4,175.12	$3,489.87	$3,357.08	$2,731.41	$1,750.45

  Net realized and unrealized gain (loss) on
   commodity transactions			2,355.63	1,365.97	505.12		1,206.19	1,573.93
  Investment and other income			64.59		151.43		139.17		80.59		27.57
  Expenses  (1)					(1,190.58)	(832.15)	(511.50)	(661.11)	(620.54)

    Net increase for the year			1,229.64	685.25		132.79		625.67		980.96

      Net unit value at the end of the year	$5,404.76	$4,175.12	$3,489.87	$3,357.08	$2,731.41

Net assets at the end of the year ($000)	$22,691		$18,637		$17,015		$16,842		$11,791
Total return (1)				29.45 %		19.64 %		3.94 %		22.91 %		56.04 %

Number of units outstanding at the end of the
 year						4,198.35	4,463.75	4,875.48	5,016.79	4,316.80

Ratio to average net assets
  Investment and other income (3)		1.30 %		4.14 %		4.22 %		2.57 %		1.23 %
  Expenses  (2)					(24.03)%	(22.47)%	(4.36)%		(10.19)%	(17.91)%
</table>

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


For the year ended December 31, 2008 and 2007, investments and other income
and expenses and net realized and unrealized gains and losses on commodity
transactions are calculated based on a single unit outstanding during the
year.

(1) Includes brokerage commissions


(2) Excludes brokerage commissions for 2005 and prior years


(3) For the year ended December 31, 2006 and prior years, investment and other
income and expenses are calculated using the average number of units
outstanding during the year.  Net realized and unrealized gains and losses on
commodity transactions is a balancing amount necessary to reconcile the change
in net unit value.  For the years ended December 31, 2008 and 2007,
investments in other income and expenses and net realized and unrealized gains
and losses on commodity transactions are calculated based on a single unit
outstanding during the period.


                                       6
<page>
The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2008 and 2007:

<table>

					<c>		<c>		<c>		<c>		<c>		<c>		<c>		<c>
							 	2008								2007
					1st Qtr		2nd Qtr		3rd Qtr		4th Qtr		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr

Total Investment Gain	 		3,382,295	6,738,452	(1,762,464)	2,045,462  	587,809 	1,372,470 	1,607,389 	2,667,635
Net Income (Loss)			2,049,905	4,447,545	(2,377,701)	1,341,430	4,559 	  	755,629 	719,086 	1,608,616
Net Income (Loss) per limited
 partnership unit	     		456.85	   	1,012.64 	(541.38)	301.53	   	0.30 	 	159.01 	 	166.66 	 	359.28
Net Income (Loss) per general
 partnership unit (if any)		-		-		-		-	   	- 	   	- 	   	- 	   	-
Net asset value per partnership
 unit at the end of period.  		4,631.97	5,644.61	5,103.23	5,404.76	3,490.17 	3,649.18 	3,815.84 	4,175.12
</table>

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

Critical Accounting Policies and Estimates

The Fund records all investments at market value in its financial statements,
with changes in market value reported as a component of realized and change in
unrealized trading gain (loss) in the Statements of Operations. In certain
circumstances, estimates are involved in determining market value in the
absence of an active market closing price (e.g. swap and forward contracts
which are traded in the inter-bank market).

Capital Resources

The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through resale of Units once issued or borrowing. Due to the nature of the
Fund's business, it will make no capital expenditures and will have no capital
assets which are not operating capital or assets.

Liquidity

Most United States commodity exchanges limit fluctuations in commodity futures
contracts prices during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits". During a single trading day, no
trades may be executed at prices beyond the daily limit. Once the price of a
futures contract has reached the daily limit for that day, positions in that
contract can neither be taken nor liquidated. Commodity futures prices have
occasionally moved to the daily limit for several consecutive days with little
or no trading. Similar occurrences could prevent the Fund from promptly
liquidating unfavorable positions and subject the Fund to substantial losses
which could exceed the margin initially committed to such trades. In addition,
even if commodity futures prices have not moved the daily limit, the Fund may
not be able to execute futures trades at favorable prices, if little trading
in such contracts is taking place. Other than these limitations on liquidity,
which are inherent in the Fund's commodity futures trading operations, the
Fund's assets are expected to be highly liquid.

The entire offering proceeds will be credited to the Fund's bank and brokerage
accounts to engage in trading activities and as reserves for that trading. The
Fund meets its margin requirements by depositing U.S. government securities or
cash or both with the futures broker and the over-the-counter counterparties.
In this way, substantially all (i.e., approximately 99% or more) of the Fund's
assets, whether used as margin for trading purposes or as reserves for such
trading, can be invested in U.S. government securities and time deposits with
U.S. banks. Investors should note that maintenance of the Fund's assets in
U.S. government securities and banks does not reduce the risk of loss from
trading futures, forward and swap contracts. The Fund receives all interest
earned on its assets. No other person shall receive any interest or other
economic benefits from the deposit of Fund assets.

                                       7
<page>
Approximately 10% to 40% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker, although
the amount committed may vary significantly. Such assets are maintained in the
form of cash or U.S. Treasury bills in segregated accounts with the futures
broker pursuant to the Commodity Exchange Act and regulations thereunder. When
combined with the previously described assets committed to margin, a total of
up to approximately 40% of the Fund's assets may be deposited with over-the-
counter counterparties in order to initiate and maintain forward and swap
contracts. Such assets are not held in segregation or otherwise regulated
under the Commodity Exchange Act, unless such over-the-counter counterparty is
registered as a futures commission merchant. These assets are held either in
U.S. government securities or short-term time deposits with U.S.-regulated
bank affiliates of the over-the-counter counterparties. The remaining 60% to
90% of the Fund's assets are normally invested in cash equivalents, such as
U.S. Treasury bills, and held by the futures broker or the over-the-counter
counterparties.

The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to the Fund, the General Partner or any affiliated entities.

Results of Operations

The Fund is subject to ongoing offering and operating expenses;  however,
profits or losses are primarily generated by the commodity trading advisor by
methods that are proprietary to it.  These results are not to be construed as
an expectation of similar profits in the future.

The Limited 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 Fund.  The CTAs selected are responsible for the selection of
trades.  As evidenced by the increase in per unit value disclosed above, the
Fund's CTAs have been successful overall.  See the Registration Statement,
incorporated by reference herein, for an explanation of the operation of the
Fund.

The initial start-up costs attendant to the sale of Units 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
through 2008 reflect the absorption of these costs by the Fund.

The Fund's realized and unrealized trading gains (losses) before commissions
were $10,403,745[$2355.63 per Unit] and $6,235,303[$1365.97per Unit] for the
twelve months ended December 31, 2008 and December 31, 2007, respectively.
The Fund's results after payment and accrual of expenses for the twelve months
ended December 31, 2008 and December 31, 2007 were  profits (losses) of
$5,461,179[$1229.64 per Unit] and $3,087,890 [$685.25 Unit], respectively.
The net asset value ("NAV") per Unit as of December 31, 2008, was $5,404.76,
an increase of  29.45% from the December 31, 2007 NAV per Unit of $4,175.12.

The above described performance was primarily due to the trading of Clarke
Capital Management, currently the sole commodity trading advisor that trades
for the Fund via its proprietary method, with the balance of the income from
interest earned on deposits.  If a large movement occurs in a sector that a
trading advisor trades, such as agriculture, financials, metals or softs, it
does not necessarily mean that the trading advisor will engage in trades that
capture such moves.  Accordingly, market movements and conditions are not
necessarily correlated with Fund performance.  Past performance is not
necessarily indicative of future results.

Registrant's average net assets during the twelve months ended December 31,
2008 were approximately $21,745,174, an increase of 26.67% over average net
assets during the twelve months ended December 31, 2007 of $17,166,665. The
increases in average net assets during the comparative twelve month periods
were primarily due to the effects of investment returns generated by the
commodity trading advisor.  Net additions (withdrawals) for the twelve months
ended December 31, 2008 and December 31, 2007 were $(1,406,854) and
$(1,465,966), respectively.
Interest income is earned on the Fund's assets, either through investment in
short term cash instruments or through its deposits with the clearing broker.
Interest income to the Fund varies monthly according to interest rates,
trading performance, subscriptions and redemptions.  Interest income for the
twelve months ended December 31, 2008 was $282,259, a 60.21% decrease over the
interest income for the twelve months ended December 31, 2007 of $710,446.
The decrease in interest income for the comparative twelve month periods was
primarily due to significantly reduced short term interest rates.

                                       8
<page>
Brokerage commissions of 11% are calculated on the Fund's total trading equity
as of the beginning of each month and therefore, vary according to monthly
trading performance, subscriptions and redemptions. Commissions for the twelve
months ended December 31, 2008 were $2,474,512,  a 31.08% increase over the
commissions for the twelve months ended December 31, 2007 of $1,887,822.  The
increase in commissions for the comparative twelve month periods was primarily
due to increased average net asset levels.

Pursuant to the Trading Advisory Agreement, the Fund paid a management fee to
a trading advisor that no longer trades for the Fund, which was calculated on
the net asset value of the equity allocated to it to trade as of the end of
each month, and therefore, was affected by monthly trading performance,
subscriptions and redemptions. See Note 5 to the financial statements herein
for the historical management fee amounts.  The trading advisor was removed as
of October 1, 2007; accordingly, there were no management fees paid for the
twelve months ended December 31, 2008.  Management fees for the twelve months
ended December 31, 2007 were $63,946.

Pursuant to the Trading Advisory Agreement, the Fund pays a quarterly
incentive fee to each trading advisor that has traded for the Fund.  See Note
5 to the financial statements herein for the current and historical incentive
fees. Trading advisor incentive fees during the twelve months ended December
31, 2008 and December 31, 2007 were $2,562,761and $1,687,737, respectively.
The amounts are directly related to the trading performance of the trading
advisors.  Because CTA's earn their incentive fees independent of each other,
during periods when there are multiple advisors, it is possible for one
advisor to earn an incentive fee even if the other CTA or the Fund overall has
negative performance.

Operating expenses include accounting, audit, tax, and legal fees, as well as
regulatory costs and printing and postage costs related to reports sent to
limited partners. Operating expenses during the twelve months ended December
31, 2008 and December 31, 2007 were $187,552 and $218,354, respectively.  The
decrease over the comparative twelve month periods was primarily due to
changes in accountants that were in progress during the prior period.

Inflation has had no material impact on the operations or on the financial
condition of the Fund from inception through December 31, 2008.

Off-Balance Sheet Risk

The term "off-balance sheet risk" refers to an unrecorded potential liability
that, even though it does not appear on the balance sheet, may result in
future obligation or loss. The Fund trades in futures, forward and swap
contracts and is therefore a party to financial instruments with elements of
off-balance sheet market and credit risk. In entering into these contracts
there exists a risk to the Fund, market risk, that such contracts may be
significantly influenced by market conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets
should move against all of the futures interests positions of the Fund at the
same time, and if the Fund's trading advisor was unable to offset futures
interests positions of the Fund, the Fund could lose all of its assets and the
Limited Partners would realize a 100% loss. The Fund, the General Partner and
the CTAs minimize market risk through real-time monitoring of open positions,
diversification of the portfolio and maintenance of a margin-to-equity ratio
that rarely exceeds 40%.

In addition to market risk, in entering into futures, forward and swap
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any financial
burden resulting from the non-performance by one of their members and, as
such, should significantly reduce this credit risk. In cases where the
clearinghouse is not backed by the clearing members, like some foreign
exchanges, it is normally backed by a consortium of banks or other financial
institutions.

                                       9
<page>
In the case of forward and swap contracts, which are traded on the interbank
market rather than on exchanges, the counterparty is generally a single bank
or other financial institution, rather than a group of financial institutions;
thus there may be a greater counterparty credit risk. The CTAs trade for the
Fund only with those counterparties which they believe to be creditworthy. All
positions of the Fund are valued each day on a mark-to-market basis. There can
be no assurance that any clearing member, clearinghouse or other counterparty
will be able to meet its obligations to the Fund.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The securities of the Fund are not traded and no market for the Fund
securities is expected to develop.  The Fund is engaged in the speculative
trading of futures and options on futures.  The risks are fully explained in
the Fund prospectus delivered to each prospective partner prior to their
investment.

Item 8.  Financial Statements and Supplementary Data.

The Fund financial statements as of December 31, 2008 were audited by Jordan,
Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL
60069, and are provided in this Report beginning on page F-1.  The
supplementary financial information specified by Item 302 of Regulation S-K is
included in Item 6. Selected Financial Data in this Report.

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

None.

Item 9A(T).  Controls and Procedures.

Disclosure Controls and Procedures

The Registrant has adopted procedures in connection with the operation of its
business including, but not limited to, the review of account statements sent
to the General Partner before the open of business each day that disclose the
positions held overnight in the Fund accounts, the margin to hold those
positions, and the amount of profit or loss on each position, and the net
balance of equity available in each account.  The Fund brokerage account
statements and financial books and records accounts are prepared by an
independent CPA Firm and then are reviewed each quarter and audited each year
by a different independent CPA firm.

The General Partner of the Fund, under the actions of its sole principal,
Michael Pacult, has evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the
end of the period covered by this Report. Based on their evaluation, Mr.
Pacult has concluded that these disclosure controls and procedures are
effective.

Changes in Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to
evaluate annually the effectiveness of its internal controls over financial
reporting as of the end of each fiscal year, and to include a management
report assessing the effectiveness of its internal control over financial
reporting in all annual reports. There were no changes in the General
Partner's internal control over financial reporting during the quarter ended
December 31, 2008 that have materially affected, or are reasonably likely to
materially affect, internal control over financial reporting applicable to the
Fund.

Management's Annual Report on Internal Control over Financial Reporting

The General Partner is responsible for establishing and maintaining adequate
internal control over the Fund's financial reporting. Internal control over
financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act as a process designed by, or under the supervision of,
a company's principal executive and principal financial officers and effected
by a company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The General Partner's internal
control over financial reporting includes those policies and procedures that:

                                       10
<page>
*	pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the Fund's
assets;

*	provide reasonable assurance that transactions are recorded as necessary
to permit preparation of the Fund's financial statements in accordance with
generally accepted accounting principles, and that the Fund's receipts and
expenditures are being made only in accordance with authorizations of the
General Partner's management and directors; and

*	provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Fund's assets that could
have a material effect on the Fund's financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

The Fund securities are not publicly traded so that there can be no insider
trading or leaks of confidential information to the public.  All Fund money is
on deposit either with a bank or a futures commission merchant.  See
Subsequent Events in Item 1 of this Report.  There is an audit trail produced
by both.  A certified public accountant prepares the monthly financial
statements.  The Fund units are sold during the month at a net asset value to
be determined as of the close of business on the last day of trading each
month.  No information related to the value of the units during the month is
available to the Fund  sales force or the prospects.  All quarterly financial
statements are reviewed by an independent certified public accountant who
audits the Fund financial statements at the end of each calendar year.  The
Fund maintains its subscription agreements and other records for six years.

The management of the General Partner assessed the effectiveness of its
internal control over financial reporting with respect to the Fund as of
December 31, 2008. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control - Integrated Framework. Based on its assessment,
management has concluded that, as of December 31, 2008, the General Partner's
internal control over financial reporting with respect to the Fund is
effective based on those criteria.

This Report does not include an attestation report of the Fund's registered
public accounting regarding control over financial reporting. The General
Partner's report was not subject to attestation by the Fund's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's
report in this annual report.

Item 9B.  Other Information.

None.

                                   Part III

Item 10.  Directors and Executive Officers and Corporate Governance

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 Mr. Michael P. Pacult.  The General
Partners are both registered with the National Futures Association as
commodity pool operators pursuant to the Commodity Exchange Act, and Mr.
Pacult, age 64, is the sole shareholder, director, registered principal and
executive officer of the corporate General Partner.  The background and
qualifications of Mr. Pacult are disclosed in the Registration Statement,
incorporated herein by reference.

There has never been a material administrative, civil or criminal action
brought against the Fund, the General Partner or any of its directors,
executive officers, promoters or control persons.

                                       11
<page>
No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To
the best of the Fund's knowledge, no such forms have been or are required to
be filed.

Audit Committee Financial Expert

Mr. Pacult, in his capacity as the sole principal for the General Partner of
the Fund, has determined that he qualifies as an "audit committee financial
expert" in accordance with the applicable rules and regulations of the
Securities and Exchange Commission.  He is not independent of management.

Code of Ethics

The  Fund General Partner is registered with the National Futures Association
as a Commodity Pool Operator and its President, Michael P. Pacult is
registered as its principal.  Both the Fund and the General Partner are
subject to Federal Commodity Exchange Act and audit for compliance and the
rules of good practice of the Commodity Futures Trading Commission and the
industry self regulatory organization, the National Futures Association.
Having said that, neither the Commodity Futures Trading Commission nor the
National Futures Association are responsible for the quality of the Fund
disclosures or its operation, those functions are exclusively the
responsibility of the Fund and its General Partner.

Item 11.  Executive Compensation.

Although there are no executives of the Fund, the corporate General Partner is
paid compensation that the Fund has elected to disclose on this Form 10-K.
The Fund pays its corporate General Partner fixed brokerage commissions of
eleven percent (11%) per year, payable monthly, from which it pays its
affiliated introducing broker, Futures Investment Company, seven percent (7%)
of the eleven percent (11%) to cover the cost of the trades entered by the
CTA.  The corporate General Partner retains the difference between the seven
percent (7%) it pays to the introducing broker and the eleven percent (11%) it
is paid.

All compensation is disclosed in the Registration Statement, which is
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

(a)  The following Partners owned more than five percent (5%) of the total
equity of the Fund as of December 31, 2008:

	Name			Percent Ownership
	None			N/A

(b)  As of December 31, 2008, neither the individual nor corporate General
Partner owned any Units of Limited Partnership Interests.

(c)  The Limited Partnership Agreement governs the terms upon which control of
the Fund may change.  No change in ownership of the Units will, alone,
determine the location of control.  The Limited Partners must have 120 days
advance notice and the opportunity to redeem prior to any change in the
control from the General Partner to another general partner.  Control of the
management of the Fund may never vest in one or more Limited Partners.

Item 13.  Certain Relationships and Related Transactions, and Director
Independence.

See Item 11, Executive Compensation and Item 12, Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters. The General
Partner has sole discretion over the selection of trading advisors.  Ashley
Capital Management, Inc., the corporate General Partner, is paid a fixed
commission for trades and, therefore, both General Partners have a potential
conflict in the selection of a trading advisor who makes few trades rather
than produces profits for the Fund.  This conflict and others are fully
disclosed in the Registration Statement, which is incorporated herein by
reference.

                                       12
<page>
Item 14.  Principal Accountant Fees and Services.

Only fees to the Principal Accountant, or Auditor, and not fees for other
accounting, are required to be disclosed in this section.

(1)	Audit Fees

The fees and costs paid to Jordan, Patke and Associates, Ltd. for the audit of
the Fund's annual financial statements, for review of financial statements
included in the Fund's Forms 10-Q and other services normally provided in
connection with regulatory filing or engagements (i.e., consents related to
SEC registration statements) for the years ended December 31, 2008 and 2007
were $16,535 and $30,290, respectively.

(2)	Audit Related Fees

None

(3)	Tax Fees

The aggregate fees paid to Jordan, Patke and Associates, Ltd. for tax
compliance services including tax compliance, tax advice, and tax planning for
the years ended December 31, 2008 and 2007 were $5,500 and $5,750,
respectively.

(4)	All Other Fees

None

(5)	The Board of Directors of Ashley Capital Management, Inc., General
Partner of the Fund, approved all of the services described above. The Board
of Directors has determined that the payments made to its independent
certified public accountants for these services are compatible with
maintaining such auditors' independence. The Board of Directors explicitly
pre-approves all audit and non-audit services and all engagement fees and
terms.

(6)	Close to 100% of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time permanent employees.  However, all work
performed was supervised by a full-time permanent employee.

                                    Part IV

Item 15.  Exhibits, Financial Statement Schedules

(a)	The following documents are filed as part of this report:

	1. All Financial Statements

	The Financial Statements begin on page F-1 of this report.

2. Financial Statement Schedules required to be filed by Item 8 of this form,
and by paragraph (b) below.

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

3. List of those Exhibits required by Item 601 of Regulation S-K (Sec 229.601 of
this chapter) and by paragraph (b) below.

Incorporated by reference from the Fund's Registration Statement on Form S-1,
and all amendments at file Nos. 333-61217 and 333-59976 previously filed with
the Securities and Exchange Commission.

                                       13
<page>
31.1 Certification of CEO and CFO pursuant to Section 302
32.2 Certification of CEO and CFO pursuant to Section 906

(b)	 Exhibits required by Item 601 of Regulation S-K (Sec 229.601 of this
chapter).

See response to 15(a)(3), above.

(c)	Financial statements required by Regulation S-X (17 CFR 210) which are
excluded from the annual report to shareholders by Rule 14a-3(b) including (1)
separate financial statements of subsidiaries not consolidated and fifty
percent or less owned persons; (2) separate financial statements of affiliates
whose securities are pledged as collateral; and (3) schedules.

None.

                                  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, 2008, 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 30, 2009			By: /s/ Michael Pacult
					Mr. Michael P. Pacult
					Sole Director, Sole Shareholder
					President and Treasurer

                                       14
<page>
                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                                 ANNUAL REPORT

                               December 31, 2008























                               GENERAL PARTNER:
                        Ashley Capital Management, Inc.
                           % Corporate Systems, Inc.
                             505 Brookfield Drive
                      Dover, Kent County, Delaware 19901

<page>
                       Index to the Financial Statements





									Page

Report of Independent Registered Public Accounting Firm			F-2

Statements of Assets and Liabilities					F-3

Schedule of Investments - Cash and Securities - December 31, 2008	F-4

Schedule of Investments - Cash and Securities - December 31, 2007	F-5

Statements of Operations						F-6

Statements of Changes in Net Assets					F-7

Statements of Cash Flows						F-8

Notes to Financial Statements					     F-9 - F-16

Affirmation of the Commodity Pool Operator				F-17






                                      F-1
<page>
                       Jordan, Patke & Associates, Ltd.
                         Certified Public Accountants

            Report of Independent Registered Public Accounting Firm



To the Partners of
Atlas Futures Fund, Limited Partnership
Dover, Delaware




We have audited the accompanying statements of assets and liabilities,
including the schedule of investments, of Atlas Futures Fund, Limited
Partnership as of December 31, 2008 and 2007, and the related statements of
operations, changes in net assets and cash flows for each of the three years
in the period ended December 31, 2008.  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 the standards of the Public Company
Accounting Oversight Board (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.  The Partnership is
not required to have, nor were we engaged to perform an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion of the effectiveness of the Partnership's internal
control over financial reporting.  Accordingly, we do not express such an
opinion.  An audit includes, examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements, 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 as of December 31, 2008 and 2007, and the results of its
operations, its changes in net assets and its cash flows for each of the three
years in the period ended December 31, 2008 are in conformity with accounting
principles generally accepted in the United States of America.

/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
March 13, 2009




       300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
                 Phone: (847) 913-5400 * Fax:  (847) 913-5435

                                      F-2
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                     Statements of Assets and Liabilities
                          December 31, 2008 and 2007

<table>

									<c>		<c>
									2008		2007

Assets

	Investments

	  Equity in broker trading accounts

	    Cash and cash equivalents at broker				$7,826,204	$19,285,953

	      Total equity in broker trading accounts			7,826,204	19,285,953

	U.S. Treasury Bills (cost $14,977,729 and $0)			14,997,985	-

	Cash								99,988		47,167
	Money market fund						1,009		-
	Interest receivable						203		44,109

		Total assets						22,925,389	19,377,229

Liabilities

	Partner redemptions payable					1,027		53,817
	Accrued commissions payable to related parties			151,937		7,344
	Incentive fees payable						57,490		657,278
	Other accrued liabilities					23,900		22,080

		Total liabilities					234,354		740,519

Net assets								$22,691,035	$18,636,710


Analysis of net assets

	Limited partners						$22,691,035	$18,636,710
	General partners								-

	  Net assets (equivalent to $5,404.76 and $4,175.12 per unit)	$22,691,035	$18,636,710


Partnership units outstanding

	Limited partners units outstanding				4,198.35	4,463.75
	General partners units outstanding				-		-

		Total partnership units outstanding			4,198.35	4,463.75

</table>

    The accompanying notes are an integral part of the financial statements

                                      F-3
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                 Schedule of Investments - Cash and Securities

                               December 31, 2008

<table>

				<c>			<c>		<c>		<c>		<c>		<c>
												 Fair Value		Percent
Description			Maturity Date		Cost		Face Value	Local Currency	U.S. Dollars	of Net Assets

United States Treasury Bills:
  United States Treasury Bill	January 2, 2009		$4,985,944	$5,000,000	5,000,000	$5,000,000
  United States Treasury Bill	January 15, 2009	4,993,681	5,000,000	4,999,017	4,999,017
  United States Treasury Bill	February 19, 2009	4,998,104	5,000,000	4,998,968	4,998,968

    Total United States Treasury Bills			$14,977,729	$15,000,000			$14,997,985	66.10%


Cash and cash equivalents in trading accounts:
  United States Markets									7,826,204	$7,826,204

     Total cash and cash equivalents in trading accounts
      denominated in U.S. Dollars							7,826,204	34.49%

          Total cash and cash equivalents in trading accounts				$7,826,204	34.49%


Money market fund (1,009.26 shares at $1 per share)					1,009		$1,009		0.00%
</table>

    The accompanying notes are an integral part of the financial statements

                                      F-4
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                 Schedule of Investments - Cash and Securities

                               December 31, 2007


<table>

						<c>			<c>		<c>		<c>		<c>
												 Fair Value		Percent
Description					Maturity Date		Face Value	Local Currency	U.S. Dollars	of Net Assets

Cash and cash equivalents in trading accounts:

Cash denominated in U.S. Dollars:
  United States Markets									19,246,172	$19,246,172	103.27%

    Total cash denominated in U.S. Dollars								19,246,172	103.27%

      Total cash and cash equivalents denominated in U.S. Dollars					19,246,172	103.27%

Cash denominated in foreign currency:
  Australian Dollar Markets - AUD							45,394		39,781		0.21%

    Total cash denominated in foreign currency								39,781		0.21%

      Total cash and cash equivalents									$19,285,953	103.48%
</table>

    The accompanying notes are an integral part of the financial statements

                                      F-5
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                           Statements of Operations

             For the Years Ended December 31, 2008, 2007 and 2006

<table>

										<c>		<c>		<c>
										2008		2007		2006

Investment income

	Interest income								$282,259	$710,446	$692,736

	  Total investment income						282,259		710,446		692,736

Expenses

	Commission expense							2,474,512	1,887,822	1,829,489
	Management fees								-		63,946		53,217
	Incentive fees								2,562,761	1,687,737	543,763
	Professional accounting and legal fees					150,500		203,992		111,210
	Other operating and administrative expenses				37,052		14,362		8,421

	  Total expenses							5,224,825	3,857,859	2,546,100

	    Net investment (loss)						(4,942,566)	(3,147,413)	(1,853,364)

Realized and unrealized gain (loss) from investments and foreign currency

	Net realized gain (loss) from:
	  Investments								11,614,138	7,053,695	1,201,655
	  Foreign currency transactions						(1,210,393)	1,115,290	(420,557)

	    Net realized gain from investments and
	     foreign currency transactions					10,403,745	8,168,985	781,098

	Net unrealized appreciation (depreciation) on:
	  Investments								-		(1,344,852)	1,137,767
	  Foreign currency transactions						-		(588,830)	542,898

	    Net unrealized appreciation (depreciation) on
	     investments and foreign currency transactions			-		(1,933,682)	1,680,665

	      Net realized and unrealized income from investments
	       and foreign currency transactions				10,403,745	6,235,303	2,461,763

	        Net increase in net assets resulting from operations		$5,461,179	$3,087,890	$608,399


Net income per unit  (1)
	Limited partnership unit						$1,229.36	$685.25		$122.22
	General partnership unit						$-		$-		$-
</table>

	(1)  For the year ended December 31, 2008 and 2007, the amount is based
on a single unit outstanding for an entire year.  For the year ended December
31, 2006, the amount is calculated using average units outstanding.


    The accompanying notes are an integral part of the financial statements

                                      F-6
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                      Statements of Changes in Net Assets

             For the Years Ended December 31, 2008, 2007 and 2006



<table>

										<c>		<c>		<c>
										2008		2007		2006


Increase (decrease) in net assets from operations
  Net investment (loss)								$(4,942,566)	$(3,147,413)	$(1,853,364)
  Net realized gain from investments and foreign currency transactions		10,403,745	8,168,985	781,098
  Net unrealized appreciation (depreciation) on
   investments and foreign currency transactions				-		(1,933,682)	1,680,665
    Net increase in net assets resulting from operations			5,461,179	3,087,890	608,399

  Capital contributions from limited partners					411,613		281,915	869,489
  Redemptions by limited partners						(1,818,467)	(1,747,881)	(1,304,883)

	Total increase in net assets						4,054,325	1,621,924	173,005

  Net assets at the beginning of the year					18,636,710	17,014,786	16,841,781

  Net assets at the end of the year						$22,691,035	$18,636,710	$17,014,786
</table>

    The accompanying notes are an integral part of the financial statements

                                      F-7
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                           Statements of Cash Flows

             For the Years Ended December 31, 2008, 2007 and 2006



<table>

										<c>		<c>		<c>
										2008		2007		2006

Cash Flows from Operating Activities

Net increase in net assets resulting from operations				$5,461,179	$3,087,890	$608,399

Adjustments to reconcile net increase (decrease) in net assets from
 operations to net cash provided by (used in) operating activities:

	Changes in operating assets and liabilities:

	  Unrealized (appreciation) depreciation on investments			-		1,933,681	(1,682,779)
	  (Increase) decrease in interest receivable				43,906		(44,109)
	  Increase (decrease) in accrued commissions payable			144,593		(669)		(7,542)
	  Increase (decrease) in accrued management and incentive fees		(599,788)	422,250		50,999
	  Increase in other payables and accruals				1,820		21,231		(36,279)


	    Net cash provided by (used in) operating activities			5,051,710	5,420,274	(1,067,202)


Cash Flows from Financing Activities

	Proceeds from sale of units, net of sales commissions			411,613		281,915		869,489
	Partner redemptions							(1,871,257)	(1,860,287)	(1,255,824)

	  Net cash (used in) financing activities				(1,459,644)	(1,578,372)	(386,335)

	  Net increase (decrease) in cash and cash equivalents			3,592,066	3,841,902	(1,453,537)

	    Cash and cash equivalents, beginning of year			19,333,120	15,491,218	16,944,755


	    Cash and cash equivalents, end of year				$22,925,186	$19,333,120	$15,491,218


	End of period cash and cash equivalents consist of:

	  Cash and cash equivalents at broker					$7,826,204	$19,285,953	$15,435,188
	  Treasury Bills							14,997,985	-		-
	  Cash									99,988		47,167		56,030
	  Money market fund							1,009		-		-

	    Total cash and cash equivalents					$22,925,186	$19,333,120	$15,491,218
</table>

    The accompanying notes are an integral part of the financial statements

                                      F-8
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                         Notes to Financial Statements




1.  Nature of the Business

	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 the
speculative trading of futures contracts in commodities, which commenced in
October, 1999.  Ashley Capital Management, Inc. ("Ashley") and Michael Pacult
are the General Partners and the commodity pool operators ("CPO's") of the
Fund.  As of September 30, 2007, the sole registered commodity trading advisor
("CTA") of the fund was Clarke Capital Management, Inc. ("Clarke"), which has
served as CTA since commencement of Fund business.  From February 1, 2005
until October 1, 2007, NuWave Investment Corp. ("NuWave") also served as CTA.
The CTAs have the authority to trade as much of the Fund's equity as is
allocated to them by the General Partner, which is currently estimated to be
99% of total equity. Effective July, 2004 the Fund began to sell issuer direct
on a best efforts basis with no sales commissions.

	The Fund is a registrant with the Securities and Exchange Commission
(SEC) pursuant to the Securities Act of 1933 (the Act). The Fund is subject to
the regulations of the SEC and the reporting requirements of the Securities
and Exchange Act of 1934. The Fund is also subject to the regulations of the
Commodities Futures Trading Commission (CFTC), an agency of the U.S.
government which regulates most aspects of the commodity futures industry, the
rules of the National Futures Association and the requirements of various
commodity exchanges where the Fund executes transactions. Additionally, the
Fund is subject to the requirements of futures commission merchants and
interbank market makers through which the Fund trades and regulated by
commodity exchanges and by exchange markets that may be traded by the advisor.

2.  Significant Accounting Policies

	Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, National Association of Securities
Dealers, Inc. 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.  The Fund remains open to new
partners, and incurs costs required to retain the ability to issue new units.
Such costs, in addition to the costs of recurring annual and quarterly filings
with regulatory agencies are expensed 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.

	Interest income is recognized when it is earned.

	Use of Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
of America 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.

	"Income Taxes - The Fund prepares calendar year U.S and applicable state
information tax returns and reports to the partners their allocable shares of
the Fund's income, expenses and trading gains or losses.  No provision for
income taxes has been made in the accompanying financial statements as each
partner is individually responsible for reporting income or loss based on such
partner's respective share of the Fund's income and expenses as reported for
income tax purposes.

Management has continued to evaluate the application of Financial Accounting
Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109 (FIN 48)," to the
Fund, and has determined that FIN 48 does not have a material impact on the
Fund's financial statements.  The Fund files federal and state tax returns.
The 2005 through 2008 tax years generally remain subject to examination by the
U.S. federal and most state tax authorities.


	Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers cash at broker, cash, money market funds and U.S. Treasury
Bills to be cash equivalents.  Net cash provided by operating activities
includes no cash payments for interest or income taxes for the periods ended
December 31, 2008 ,2007 and 2006.


                                      F-9
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements


2.  Significant Accounting Policies - Continued

	Foreign Currency - Investment securities and other assets and
liabilities denominated in foreign currencies are translated into U.S. dollar
amounts at the date of valuation.  Purchases and sales of investment
securities and income and expense items denominated in foreign currencies are
translated into U.S. dollar amounts on the respective dates of such
transactions.

	The Fund does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held.  Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.

	Reported net realized foreign exchange gains or losses arise from sales
of foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received
or paid.  Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.

	Reclassification - Certain amounts in the 2007 financial statements have
been reclassified to conform with 2008 presentation.

	Recently Issued Accounting Pronouncements



	The Fund adopted the provisions of Statement of Financial Accounting
Statement No. 157 - "Fair Value Measurement", or SFAS 157, as of January 1,
2008.  SFAS 157 provides guidance for determining fair value and requires
increased disclosure regarding the inputs to valuation techniques used to
measure fair value.  SFAS 157 clarifies the definition of fair value as the
price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date
	SFAS No. 157 establishes a fair value hierarchy which prioritizes the
inputs to valuation techniques used to measure fair value into three broad
levels.  The fair value hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements).

	Level 1 inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Fund has the ability to access at the
measurement date.

	Level 2 inputs are inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly or indirectly.

	Level 3 inputs are unobservable inputs for an asset or liability,
including the Fund's own assumptions used in determining the fair value of
investments.  Unobservable inputs shall be used to measure fair value to the
extent that observable inputs are not available, thereby allowing for
situations in which there is little, if any, market activity for the asset or
liability at the measurement date.  As of and for the year ended December 31,
2008, the Fund did not have any Level 3 assets or liabilities.

	The following table sets forth by level within the fair value hierarchy
the Fund's investments accounted for at fair value on a recurring basis as of
December 31, 2008.

Description			Level 1		Level 2		Level 3

US Treasury Bills		$           -	$14,997,985	$          -

Total				$           -	$14,997,985	$          -


                                      F-10
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements




2.  Significant Accounting Policies- continued


	In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161").  SFAS 161 is
intended to improve financial reporting about derivate instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand how those instruments and activities are accounted for; how and why
they are used; and their effects on a Fund's financial position, financial
performance, and cash flows.  SFAS 161 is effective for financial statement
issued for fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years.  The Fund is currently evaluating the impact that
the adoption of SFAS 161 will have on its financial statement disclosures.


3.  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 Fund.

	If the daily net unit value of the fund falls to less than 50% of  the
highest value earned through trading at the close of any month, then the
General Partner will immediately suspend all trading, provide all limited
partners with notice of the reduction and give all limited partners the
opportunity, for fifteen days after such notice, to redeem partnership
interests. No trading will commence until after the lapse of the fifteen day
period.

4.  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 Fund.

	Monthly Allocations - Any increase or decrease in the Fund'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 Partners.

	Federal Income Tax Allocations - 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 and
expenses of the Fund.

                                      F-11
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements



4.  Limited Partnership Agreement - Continued

	Subscriptions - Investors must submit subscription agreements and funds
at least five business days prior to month end. Subscriptions must be accepted
or rejected by the General Partner within five business days. The investor
also has five business days to withdraw his subscription. Funds are deposited
into an interest bearing subscription account and will be transferred to the
Fund's account on the first business day of the month after the subscription
is accepted. Interest earned on the subscription funds will accrue to the
account of the investor.

	Redemptions - After holding the investment for a minimum of twelve
months, a limited partner may request any or all of his investment be redeemed
at the net asset value as of the end of a month. The written request must be
received by the General Partner no less than ten days prior to a month end.
Redemptions will generally be paid within twenty days of the effective month
end. However, in various circumstances due to liquidity, etc. the General
Partner may be unable to comply with the request on a timely basis.  Effective
January 1, 2004, redemption penalties are no longer charged.

5.  Fees

	The Fund was charged the following fees:

	A monthly commission of 7% (annual rate) of the Fund's assets on deposit
with the futures commission merchant to the Fund's Corporate General Partner.
The Corporate General Partner was responsible for payments of brokerage
commission and fees to the futures commission merchant.

	A quarterly incentive fee of 25% of "new net profits" is paid to Clarke.

	A monthly continuing service fee of 4% (annual rate) of the investment
in the Fund (as defined) was paid to the selling agent.

	NuWave was paid a quarterly incentive fee of 20% of "new net profits"
and also received a monthly management fee of 2% (annualized) on the first
$2,000,000 in allocated equity and 1% on the allocated equity above
$2,000,000. NuWave was allocated $2,000,000 in equity on February 1, 2005.
Effective October 1, 2007, NuWave ceased to be a CTA of the Fund.

	Effective February 6, 2006, the Corporate General Partner began paying
7% of the 11% of received brokerage commissions to FIC for serving as
introducing broker to the Fund.

	Effective December 1, 2006, the Fund changed the monthly management fee
to NuWave to a percentage based on the rate of trading assigned by NuWave and
approved by the General Partner of up to 3% (annualized) on the first
$2,000,000 in allocated equity and up to 2% on the allocated equity above
$2,000,000.  The incentive fee of 20% remained unchanged during the period
over which NuWave served as CTA.

	Effective October 1, 2007, NuWave Investment Corp. was removed as a
commodity trading advisor to the Fund and it ceased earning management and
incentive fees.

	The Corporate General Partner reserves the right to change the fee
structure at its sole-discretion.

6.  Related Party Transactions

	The Fund has an agreement to pay commissions and fees to two related
parties, Ashley Capital Management, the Fund's General Partner and Futures
Investment Company, the introducing broker.  These related parties are 100%
and 50%, respectively, owned by Michael Pacult, the Fund's individual CPO and
president of the corporate CPO.  Related party commissions and fees were as
follows:


                                      F-12
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements



6.  Related Party Transactions - Continued

	Commissions and fees included in expense:

								Year ended December 31,
							2008		2007		2006

	Ashley Capital Management, Inc.			$898,144	$683,623	$747,549
	Futures Investment Company			1,423,668	1,049,076	934,678

	  Total related party expenses			$2,321,812	$1,732,699	$1,682,227

	Commissions and fees included in accrued expenses:

								December 31,
							2008		2007

	Ashley Capital Management, Inc.			$79,523		$1,198
	Futures Investment Company			72,414		6,146

	  Total accrued expenses to related parties	$151,937	$7,344

	Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. In the normal course of business, the
Fund has provided general indemnifications to the General Partner, its CTA and
others when they act, in good faith, in the best interests of the Fund. The
Fund is unable to develop an estimate for future payments resulting from
hypothetical claims, but expects the risk of having to make any payments under
these indemnifications to be remote.

7.  Partnership Unit Transactions

	As of December 31, 2008,  2007, and 2006 partnership units were valued
at $5,404.76, $4,175.12  and $3,489.87, respectively.

	Transactions in partnership units were as follows:

<table>

					<c>		<c>		<c>		<c>		<c>		<c>
							Units						Amount
					2008		2007		2006		2008		2007		2006

Limited Partner Units
  Subscriptions				78.15		75.10		257.31		$411,613	$281,915	$869,489
  Redemptions				(343.56)	(486.83)	(398.62)	(1,818,467)	(1,747,881)	(1,304,883)
    Total				(265.41)	(411.73)	(141.31)	(1,406,854)	(1,465,966)	(435,394)

General Partner Units
  Subscriptions				-		-		-		-		-		-
  Redemptions				-		-		-		-		-		-
    Total				-		-		-		-		-		-

Total Units
  Subscriptions				78.15		75.10		257.31		411,613		281,915		869,489
  Redemptions				(343.56)	(486.83)	(398.62)	(1,818,467)	(1,747,881)	(1,304,883)
    Total				(265.41)	(411.73)	(141.31)	$(1,406,854)	$(1,465,966)	$(435,394)
</table>


                                      F-13
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements



8.  Trading Activities and Related Risks

	The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities.  The Fund is exposed to both market risk, the risk
arising from changes in market value of the contracts, and credit risk, the
risk of failure by another party to perform according to the terms of a
contract.

	A certain portion of cash in trading accounts are pledged as collateral
for commodities trading on margin.  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.

	Each U.S. commodity exchange, with the approval of the CFTC and the
futures commission merchant, establish minimum margin requirements for each
traded contract.  The futures commission merchant may increase the margin
requirements above these minimums for any or all contracts.  In general, the
amount of required margin should never fall below 10% of the Net Asset Value.
The cash deposited in trading accounts at December 31, 2008 and December 31,
2007 was $7,826,204 and $19,285,953, respectively, which equals approximately
34.5% and 103.5% of Net Asset Value, respectively.  Cash exceeded Net Asset
Value because of accrued expenses and partner redemptions at December 31,
2007.  Cash payments for these expenses were made prior to the end of the
subsequent fiscal quarter.  Prior to April, 2007, the fund purchased United
States Treasury Bills as a form of margin and the Fund earned interest on this
margin.  As of April 2007, the Fund benefits from an arrangement with the FCM
whereby the FCM pays the Fund the daily Treasury Bill or Libor rate minus 10
basis points on the net liquidity of the Fund. Beginning in the second quarter
of 2008, the Fund resumed investing in United States Treasury Bills.

	Trading in futures contracts involves entering into contractual
commitments to purchase or sell a particular commodity at a specified date and
price. The gross or face amount of the contract, which is typically many times
that of the Fund's net assets being traded, significantly exceeds the Fund's
future cash requirements since the Fund intends to close out its open
positions prior to settlement. As a result, the Fund is generally subject only
to the risk of loss arising from the change in the value of the contracts. The
market risk is limited to the gross or face amount of the contracts held of
approximately $0 and $0 on long positions at December 31, 2008 and December
31, 2007, respectively. However, when the Fund enters into a contractual
commitment to sell commodities, it must make delivery of the underlying
commodity at the contract price and then repurchase the contract at prevailing
market prices or settle in cash. Since the repurchase price to which a
commodity can rise is unlimited, entering into commitments to sell commodities
exposes the Fund to unlimited potential risk.

	Market risk is influenced by a wide variety of factors including
government programs and policies, political and economic events, the level and
volatility of interest rates, foreign currency exchange rates, the
diversification effects among the derivative instruments the Fund holds and
the liquidity and inherent volatility of the markets in which the Fund trades.

                                      F-14
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements



8.  Trading Activities and Related Risks - Continued

	There were no net unrealized gains on open commodity futures contracts
at December 31, 2008 and December 31, 2007.

	Open contracts generally mature within three months of December 31, 2008
The fund has no open futures contracts at December 31, 2008.

	Credit risk is the possibility that a loss may occur due to the failure
of a counter party to perform according to the terms of a contract.

	The Fund has a substantial portion of its assets on deposit with
financial institutions. In the event of a financial institution's insolvency,
recovery of Fund deposits may be limited to account insurance or other
protection afforded deposits.

	The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.

9.  Financial Instruments with Off-Balance Sheet Credit and Market Risk

	All financial instruments are subject to market risk, the risk that
future changes in market conditions may make an instrument less valuable or
more onerous.  As the instruments are recognized at fair market value, those
changes directly affect reported income.

	Included in the definition of financial instruments are securities,
restricted securities and derivative financial instruments.  Theoretically,
the investments owned by the Fund directly are exposed to a market risk (loss)
equal to the notional value of the financial instruments purchased and
substantial liability on certain financial instruments purchased short.
Generally, financial instruments can be closed.  However, if the market is not
liquid, it could prevent the timely close-out of any unfavorable positions or
require the Fund to hold those positions to maturity, regardless of the
changes in their value or the trading advisor's investment strategies.

	Credit risk represents the accounting loss that would be recognized at
the reporting date if counterparties failed to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise
from financial instruments exist for groups of counterparties when they have
similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or
other conditions.

10.  Derivative Financial Instruments and Fair Value of Financial Instruments

	A derivative financial instrument is a financial agreement whose value
is linked to, or derived from, the performance of an underlying asset.  The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination.  Changes in the underlying asset indirectly affect the value
of the derivative.  As the instruments are recognized at fair value, those
changes directly affect reported income.

	All investment holdings are recorded in the statement of assets and
liabilities at their net asset value (fair value) at the reporting date.
Financial instruments (including derivatives) used for trading purposes are
recorded in the statement of financial condition at fair value at the
reporting date.  Realized and unrealized changes in fair values are recognized
in net investment gain (loss) in the period in which the changes occur.
Interest income arising from trading instruments is included in the statement
of operations as part of interest income.

	Notional amounts are equivalent to the aggregate face value of the
derivative financial instruments.  Notional amounts do not represent the
amounts exchanged by the parties to derivatives and do not measure the Fund's
exposure to credit or market risks.  The amounts exchanged are based on the
notional amounts and other terms of the derivatives.


                                      F-15
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements



11.  Indemnifications

	In the normal course of business, the Fund enters into contracts and
agreements that contain a variety of representations and warranties and which
provide general indemnifications. The Fund's maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred. The Fund expects the risk of any
future obligation under these indemnifications to be remote.


12.  Financial Highlights

<table>

						<c>		<c>		<c>		<c>		<c>
									Years Ended December 31,
						2008		2007		2006		2005		2004
Performance per unit (3)
  Net unit value, beginning of the year		$4,175.12	$3,489.87	$3,357.08	$2,731.41	$1,750.45

  Net realized and unrealized gain (loss) on
   commodity transactions			2,355.63	1,365.97	505.12		1,206.19	1,573.93
  Investment and other income			64.59		151.43		139.17		80.59		27.57
  Expenses  (1)					(1,190.58)	(832.15)	(511.50)	(661.11)	(620.54)

    Net increase for the year			1,229.64	685.25		132.79		625.67		980.96

      Net unit value at the end of the year	$5,404.76	$4,175.12	$3,489.87	$3,357.08	$2,731.41

Net assets at the end of the year ($000)	$22,691		$18,637		$17,015		$16,842		$11,791
Total return (1)				29.45 %		19.64 %		3.94 %		22.91 %		56.04 %

Number of units outstanding at the end of the
 year						4,198.35	4,463.75	4,875.48	5,016.79	4,316.80

Ratio to average net assets
  Investment and other income (3)		1.30 %		4.14 %		4.22 %		2.57 %		1.23 %
  Expenses  (2)					(24.03)%	(22.47)%	(4.36)%		(10.19)%	(17.91)%
</table>

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

	For the year ended December 31, 2008 and 2007, investments and other
income and expenses and net realized and unrealized gains and losses on
commodity transactions are calculated based on a single unit outstanding
during the year.

	(1) Includes brokerage commissions

	(2) Excludes brokerage commissions for 2005 and prior years

	(3) For the year ended December 31, 2006 and prior years, investment and
other income and expenses are calculated using the average number of units
outstanding during the year.  Net realized and unrealized gains and losses on
commodity transactions is a balancing amount necessary to reconcile the change
in net unit value.  For the years ended December 31, 2008 and 2007,
investments in other income and expenses and net realized and unrealized gains
and losses on commodity transactions are calculated based on a single unit
outstanding during the period.


                                      F-16
<page>
                    Atlas Futures Fund, Limited Partnership
                  Affirmation of the Commodity Pool Operator



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To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.


	/s/ Michael Pacult				March 31, 2009
	Michael Pacult					Date
	President, Ashley Capital Management, Inc.
	General Partner
	Atlas Futures Fund, Limited Partnership

                                      F-17
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