FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


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

                  For the fiscal year ended:  December 31, 2000
                                  --------------

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

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

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

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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.   Yes [   ]   No [ X ]

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

State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing.       None

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

Documents Incorporated by Reference

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

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

                                    PART I

Item 1.  Business

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

The trades for the Fund are selected and placed with the futures commission
merchant, i.e., broker, for the account of the Fund by one or more commodity
trading advisors ("CTAs") selected by the General Partner of the Fund.
Currently, and since the inception of trading, the Fund account has been
traded by Clarke Capital Management, Inc. 216 S. Vine Street, Hinsdale, IL
60521 (630) 323-5913 as the sole CTA.  The books and records of the CTA are
kept and are available for inspection by the Partners at its office.
Previous to November 1, 2000, the CTA was paid a management fee of three
percent (3%) of the equity assigned to it to manage plus an incentive fee of
fifteen percent (15%) of New Net Profit, as that term is defined in the
partnership agreement which governs the operation of the Fund.  After
November 1, 2000, the management fee was reduced to zero and the incentive
fee was increased to twenty-five percent (25%).  The Fund Partnership
Agreement is included as Exhibit A to the prospectus delivered to the
prospective investors and filed as part of the Registration Statement.  The
Partnership Agreement is incorporated herein by reference.

None of the purchasers of Limited Partnership Units ("Limited Partners") has
a voice in the management of the Partnership.  Reports of the NAV are sent to
the Partners within twenty days following the end of each month.  The General
Partner provides its management services for a management fee which, as of
November 1, 2000, is two percent (2%) per year, payable at the rate of one-
sixth of one percent (1/6th of 1%) per month.  Previous to November 1, 2000,
it was one percent (1%) annually.

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

The operation of the trading business of the Partnership is regulated by the
Commodity Futures Exchange Commission pursuant to the Commodity Exchange Act,
7 U.S.C. S1, et seq.  These legal safeguards are not intended to protect
investors from the risks inherent in the trading of futures and options on
futures and forward currency and foreign commodity contracts.  The trading of
commodities is highly speculative and risky.  For a complete description of
the risks and regulation of the business of the Partnership, see the
Registrant's Registration Statement and its pre-effective amendments on file
with the Securities and Exchange Commission at No. 333-61217, which are
incorporated herein by reference.

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

On January 23, 1996, Refco settled a CFTC administrative proceeding (In the
Matter of Refco, Inc., CFTC Docket No. 96-2) in which Refco was alleged to
have violated certain segregation and supervision requirements and prior
cease and desist orders.  The CFTC allegations concerned Refco's consolidated
margining of certain German accounts which were maintained at Refco from 1989
through April 1992.  Refco simply executed and cleared transactions for these
accounts in accordance with client instructions; Refco had no role in raising
funds from investors or in the trading decision for these accounts.  Refco
had received what it considered appropriate authorization from the
controlling shareholder of the accounts' promoters to margin the accounts and
transfer funds between and among the accounts on a consolidated basis.  The
CFTC maintained that Refco should not have relied upon such authorizations
for the final consolidation of the accounts.  Without admitting any of the
CFTC allegations or findings, Refco settled the proceeding and agreed to
payment of a $925,000 civil penalty, entry of a cease and desist order, and
implementation of certain internal controls and procedures.

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

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

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

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

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

                                    PART II

Item 5.  Market for Registrant's Limited Partnership Units

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

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

Item 6.  Selected Financial Data

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

Following is a summary of certain financial information for the Registrant
for the period from January 1, 2000 to December 31, 2000.

                                                             2000
Realized Gain (Loss) From Trading In Futures           $  356,986
Change in Unrealized Gains (Losses) on Open Contracts   1,371,772
Interest Income                                           162,762
Management Fees                                          (104,921)
Incentive Fees                                           (390,501)
Net Income (Loss)                                       1,190,337
General Partner Capital                                         0
Limited Partner Capital                                 5,557,782
Total Partnership Capital                               5,557,782
Net Income (Loss) Per Limited Partner Unit                 361.85
Net Income (Loss) per General Partner Unit                  97.04
 Net Asset Value Per Unit At End of Year                 1,253.33

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

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

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

Item 8.  Financial Statements and Supplementary Data.

The Partnership financial statements as of December 31, 2000, were prepared
by James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL
60635 and were audited by Frank L. Sassetti & Co., Certified Public
Accountants, 6611 West North Avenue, Oak Park, IL 60302, were sent to each
Partner, and are incorporated herein by reference and are provided in this
Form 10-K.

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

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

                                   Part III

Item 10.  Directors and Executive Officers of the Registrant

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

The General Partners of the Registrant are Ashley Capital Management,
Incorporated, a Delaware corporation, and Ms. Shira Del Pacult.  The General
Partners are both registered with the National Futures Association as
commodity pool operators pursuant to the Commodity Exchange Act, and Ms.
Shira Del Pacult, age 44, is the sole shareholder, director, registered
principal and executive officer of the corporate General Partner.  The
background and qualifications of Ms. Pacult are disclosed in the Registration
Statement, incorporated herein by reference.  Ms. Pacult is also a registered
representative with Futures Investment Company, the broker dealer which
serves as underwriter of the "best efforts" offering of the Units.

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

Item 11.  Executive Compensation.

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

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

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

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

      Name                                 Percent Ownership
      Sterling Trust FBO Ted W. Jones      5.70%
      Albert W. Overhauser                 8.81%

(b)  As of December 31, 2000, the General Partner owned 0 Units of Limited
Partnership interests.

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

Item 13.  Certain Relationships and Related Transactions.

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

                                  Part IV

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

(a)      1. Financial Statements

         See Index to Financial Statements for the period ended December 31,
         2000.

         The Financial Statements begin on page F-1.

(b)      2. Financial Schedules

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

(c)      3. Exhibits.

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

(d)      Reports on Form 8-K:  none

(e)      Exhibits filed herewith:  none

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

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 2000, 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, 2001              By:    /s/ Shira Del Pacult
                                          Ms. Shira Del Pacult
                                          Sole Director, Sole Shareholder
                                          President and Treasurer

Date:  March 30, 2001              By:    /s/ Shira Del Pacult
                                          Ms. Shira Del Pacult, General Partner

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

                             FOR THE YEARS ENDED
                       DECEMBER 31, 2000, 1999 AND 1998

                       (With Auditors' Report Thereon)























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










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


INDEPENDENT AUDITORS' REPORT

      We have audited the accompanying balance sheets of ATLAS FUTURES FUND,
LIMITED PARTNERSHIP as of December 31, 2000 and 1999, and the related
statements of operations, partners' equity and cash flows for the years ended
December 31, 2000 and 1999 and the period from January 12, 1998 (inception)
to December 31, 1998.  These financial statements are the responsibility of
the Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

      We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ATLAS FUTURES
FUND, LIMITED PARTNERSHIP as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years ended December 31, 2000
and 1999 and the period from January 12, 1998 (inception) to December 31,
1998, in conformity with generally accepted accounting principles.


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


Date:   March 25, 2001	              By: /s/ Frank L. Sassetti & Co.
                                          Frank L. Sassetti & Co.
                                          Certified Public Accountants


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

                                BALANCE SHEETS

                          DECEMBER 31, 2000 AND 1999


                                    ASSETS
                                                   2000         1999

Cash (Note 7)                                   $       560    $    62,749
United States Treasury Obligations (Note 6)       3,199,558        691,109
Accrued interest receivable                          36,401          6,497
Due from limited partners                           142,503        192,665
Equity in Commodity Futures Trading Accounts -
  Cash (Note 6)                                   1,187,154        790,465
  Net unrealized gain on open commodity
   futures contracts (Note 8)                     1,375,352          3,580

                                                $ 5,941,528    $ 1,747,065


                       LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
  Accrued trading commissions payable           $    14,268    $     2,895
  Accrued management fees payable                     7,672          7,502
  Accrued incentive fees payable                    318,405          6,573
  Accrued accounting and auditing fees payable        4,193          1,477
  Sales commissions payable                          11,617         19,126
  Partner redemption payable                         27,591

          Total Liabilities                         383,746         37,573


PARTNERS' EQUITY
  Limited partners - (4434.4 and 1738.6 units)    5,557,782      1,659,249
  General partner - (0 and 52.6 units)                              50,243

  Total Partners' Equity                          5,557,782      1,709,492

                                                $ 5,941,528    $ 1,747,065











                 The accompanying notes are an integral part
                         Of the financial statements


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

                           STATEMENT OF OPERATIONS

                FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
       AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998


                                                            January 12, 1998
                                                                    to
                                            2000    1999    December 31, 1998

REVENUES
  Realized gain/(loss) from trading in
   futures                              $  356,986 $  37,130    $
  Realized gain/(loss) on exchange rate
   fluctuation                               1,600         8
  Changes in unrealized gains on
   open commodity futures contracts      1,371,772     3,580
  Interest income                          162,762     8,709
  Redemption penalty                         9,567

          Total Revenues                 1,902,687    49,427


EXPENSES
  Commissions                              171,976    18,953
  Management fees                          104,921     8,816
  Incentive fees                           390,501     6,573
  Professional accounting and legal fees    39,496     4,968
  Organization costs                                   1,200
  Other operating and administrative
   expenses                                  5,456       257         353

          Total Expenses                   712,350    40,767         353

NET INCOME (LOSS)                       $1,190,337 $   8,660    $   (353)

NET INCOME (LOSS)-
  Limited partnership unit              $   361.85 $    6.29    $(177.00)

  General partnership unit              $    97.04 $    9.04    $(176.50)











                 The accompanying notes are an integral part
                         Of the financial statements


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

                        STATEMENT OF PARTNERS' EQUITY

                FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
       AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998

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

Initial partner
contributions      $                 $    2,000   2.00  $    2,000     2.00

Net loss -
 January 12, 1998
 to December 31,
 1998                                      (353)              (353)

Balance -
 December 31, 1998                        1,647   2.00       1,647     2.00

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

Net income               7,665              995              8,660

Balance -
 December 31, 1999   1,659,249 1738.59   50,243  52.64   1,709,492 1,791.23

Addition -
 of 3092.404 units   3,138,897 3092.41                   3,138,897 3,092.41

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

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

Net income           1,185,654            4,683          1,190,337

Balance -
 December 31, 2000  $5,557,782 4434.40  $               $5,557,782 4,434.40


                              December 31,    December 31,    December 31,
                                  2000            1999            1998

  Value per unit               $1,253.33       $  954.37       $  823.50

  Total partnership units       4,434.40        1,791.23            2.00



                 The accompanying notes are an integral part
                         Of the financial statements


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

                           STATEMENT OF CASH FLOWS

                FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
       AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998

                                                            January 12, 1998
                                                                    to
                                            2000    1999    December 31, 1998

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                     $1,190,337 $     8,660   $     (353)
  Adjustments to reconcile net income
   (loss) to net cash used in operating
   activities -
    Changes in operating assets and
     liabilities -
      Organization costs paid                                          (288)
      Equity in Commodity Futures
      Trading Accounts                  (1,768,461)   (794,045)
      Accrued interest receivable          (29,904)     (6,497)
      U.S. Treasury Obligations         (2,508,449)   (691,109)
      Accrued commissions payable            3,864      22,021
      Management and incentive fees
       payable                             312,002      14,075
      Partner redemption payable            27,591
      Accounting and auditing fees
       payable                               2,716       1,477

           Net Cash Used In
            Operating Activities        (2,770,304) (1,445,418)        (641)

CASH FLOWS FROM FINANCING ACTIVITIES
  Initial partner contributions                                       2,000
  Proceeds from sale of units, net
   of sales commissions                  3,138,897   1,780,414
  Syndication and registration costs       (16,864)    (80,941)
  Proceeds due from limited partners        50,162    (192,665)
  Partner cash redemptions                (464,080)          -

           Net Cash Provided By
            Financing Activities         2,708,115   1,506,808        2,000

NET INCREASE (DECREASE) IN CASH            (62,189)     61,390        1,359

CASH
  Beginning of period                       62,749       1,359

  End of period                         $      560  $   62,749   $    1,359



                 The accompanying notes are an integral part
                         Of the financial statements


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

                        NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2000, 1999 AND 1998


1.    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

      Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers only cash and money market funds to be cash equivalents.
Net cash provided by operating activities include no cash payments for
interest or income taxes for the years ended December 31, 2000 and 1999 and
the period January 12, 1998 (inception) to December 31, 1998.


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

                        NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2000, 1999 AND 1998

2.    GENERAL PARTNER DUTIES

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

3.    THE LIMITED PARTNERSHIP AGREEMENT

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

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

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

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

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

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



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

                        NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2000, 1999 AND 1998

3.    THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

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

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

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

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

      0% thereafter.

4.    FEES

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

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

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

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



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

                        NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2000, 1999 AND 1998

5.    REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS

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

6.    PLEDGED ASSETS

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

7.    CONCENTRATIONS

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

8.    OFF BALANCE SHEET RISK

      As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities.  The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values. Open commodity contracts had gross contract value of $1,770,800
on short positions at December 31, 1999.  Open commodity contracts had gross
contract value of $81,103,765 on long positions and $7,068,373 on short
positions at December 31, 2000.  Since trading commenced in October, 1999
there were no open positions at December 31, 1998.

      Although the gross contract values of open commodity contracts
represent market risk, they do not represent exposure to credit risk, which
is limited to the current cost of replacing those contracts in a gain
position.  The unrealized gain on open commodity futures contracts at
December 31, 2000, 1999 and 1998 was $1,375,352, $3,580 and $0, respectively.