SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K


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

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

                        Commission File number:  0-18500
                                  --------------

                       Alternative Asset Growth Fund, L.P.
                       -----------------------------------
               (Exact name of Partnership as specified in charter)

           Delaware                                   74-2546493
-------------------------------         ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                              c/o ProFutures, Inc.,
                          11612 Bee Cave Road, Suite 100,
                               Austin, Texas  78738
                          -------------------------------
                     (Address of principal executive offices)

                           Partnership's telephone number

                                  (800) 348-3601
                                  --------------

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

  Title of each class.       Name of each exchange on which registered.
  --------------------       ------------------------------------------

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

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

Indicate by check mark whether the Partnership (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Partnership was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

                                    Yes  X
                                    No

State the aggregate market value of the voting stock held by non-affiliates
of the Partnership.  The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing.

                               Not applicable

                    DOCUMENTS INCORPORATED BY REFERENCE

          Partnership's Prospectus dated August 31, 1990 and Supplement
                         thereto dated March 1, 1991



                                   PART I


Item 1.  Business.

(a)  General Development of Business
     -------------------------------

     Alternative Asset Growth Fund, L.P. (the "Partnership") was organized on
     April 28, 1989 under the Delaware Revised Uniform Limited Partnership
     Act.  The General Partner and Commodity Pool Operator of the
     Partnership is ProFutures, Inc., a Texas corporation.  The General
     Partner's address is 11612 Bee Cave Road, Suite 100, Austin, Texas 78738
     and its telephone numbers are 1-800-348-3601 and (512) 263-3800.

     The Partnership filed a registration statement with the U.S. Securities
     and Exchange commission for the sale of a minimum of $4,000,000 and
     maximum of $50,000,000 in Units of Limited Partnership Interest at
     $1,000 each, which registration statement was effective on
     September 26, 1989.  On March 6, 1990 the requisite $4,000,000 level
     of subscriptions was exceeded and the subscription funds were transferred
     to the Partnership's account.  On March 7, 1990 the Partnership commenced
     trading activity and continued the offering of Units until the expiration
     of the offering period.

     The Unit selling price during the initial offering period was $1,000.
     After the commencement of trading, Unit purchasers acquired Units at
     the month-end Net Asset Value per Unit (as defined in the limited
     partnership agreement) plus a pro rata portion of unamortized
     organization and offering expenses.

     The Partnership later continued the offering and sale of Units on
     August 31, 1990, pursuant to a post-effective amendment dated July 16,
     1990 and Prospectus dated August 31, 1990.  This offering terminated on
     May 30, 1991.  The Partnership issued an aggregate of 32,516.437 Units
     of Limited Partnership Interest for total contributions of $36,976,906
     exclusive of account opening fees.

(b)  General Description of the Business
     -----------------------------------

     ProFutures, Inc. a Texas corporation, is the General Partner of the
     Partnership which administers the business and affairs of the
     Partnership exclusive of its trading operations.  Trading decisions are
     made by independent Commodity Trading Advisors chosen by the General
     Partner.  As of December 31, 2000 there were four Commodity Trading
     Advisors:  Campbell & Co., Inc., Crabel Capital Management, LLC, Gamma
     Capital Management, LLC and Grinham Managed Funds Pty. Ltd.

     ProFutures, Inc. is registered with the Commodity Futures Trading
     Commission (CFTC) as a Commodity Trading Advisor and Commodity Pool
     Operator and is a member of the National Futures Association (NFA).  Gary
     D. Halbert is the Chairman, President and principal stockholder of
     ProFutures, Inc., which was incorporated and began operation in December
     1984 and specializes in speculative managed futures accounts.

     The Partnership operates as a commodity investment pool, whose objective
     is to achieve appreciation of its assets through the speculative trading
     in futures and option contracts and other commodity interests.  It
     ordinarily maintains open positions for a relatively short period of
     time.  The Partnership's ability to make a profit depends largely on the
     success of the Advisors in identifying market trends and price movements
     and buying or selling accordingly.

     The Partnership's Trading Policies are set forth on pages 77-78 of the
     Prospectus, dated August 31, 1990, which is incorporated herein by
     reference.  Material changes in the Trading Policies as described in
     the Prospectus must be approved by a vote of a majority of the
     outstanding Units of Limited Partnership Interest.  A change in
     contracts traded will not be deemed to be a material change in the
     Trading Policies.

(c)  Trading Methods and Advisors
     ----------------------------

     Futures traders basically rely on either or both of two types of
     analysis for their trading decisions, "technical" or "fundamental".
     Technical analysis uses the theory that a study of the markets will
     provide a means of anticipating price changes.  Technical analysis
     generally will include a study of actual daily, weekly and monthly price
     fluctuations, volume variations and changes in open interest, utilizing
     charts and/or computers for analysis of these items.  Fundamental
     analysis, on the other hand, relies on a study and evaluation of
     external factors which affect the price of a futures contract in order
     to predict prices.  These include political and economic events,
     weather, supply and demand and changes in interest rates.

     The respective Advisors' trading strategies attempt to detect trends in
     price movements for the commodities monitored by them.  They normally
     seek to establish positions and maintain such positions while the
     particular market moves in favor of the position and to exit the
     particular market and/or establish reverse positions when the favorable
     trend either reverses or does not materialize. These trading strategies
     are not normally successful if a particular market is moving in an
     erratic and non-trending manner.

     Because of the nature of the commodities markets, prices frequently
     appear to be trending when a particular market is, in fact, without a
     trend.  In addition, the trading strategies may identify a particular
     market as trending favorably to a position even though actual market
     performance thereafter is the reverse of the trend identified.

     The General Partner, on behalf of the Partnership, has entered into
     advisory contracts which provide that the portion of the Partnership's
     assets allocated to each Advisor will be traded in accordance with the
     Advisor's instruction unless the General Partner determines that the
     Partnership's trading policies have been violated.  The General Partner
     allocates or reallocates assets among its current Advisors or any others
     it may select in the future.

     Notional Funding Note:  As of December 31, 2000, the Partnership has
     allocated notional funds to Advisors equal to approximately 19.8% of the
     Partnership's cash and/or other margin - qualified assets.  Of course,
     this percentage may be higher or lower over any given 12 month period.
     The management fees paid to an Advisor, if any, are a percentage of the
     nominal account size of the account if an account had been notionally
     funded.  The nominal account size is equal to a specific amount of funds
     initially allocated to an Advisor which increases by profits and
     decreases by losses in the account, but not by additions to or
     withdrawals of actual funds from the account.  Some, but not all,
     Advisors are expected to be allocated notional funds, and not all of the
     Advisors allocated notional funds are expected to be paid management
     fees.  Further, the amount of cash and/or other margin-qualified assets
     in an account managed by an Advisor will vary  greatly at various times
     in the course of the Partnership's business, depending on the General
     Partner's general allocation strategy and pertinent margin requirements
     for the trading strategies undertaken by an Advisor.

     None of the Advisors or their respective principals own any Units of the
     Partnership.  The Partnership's Advisors are independent Commodity Trading
     Advisors and are not affiliated with the General Partner; however, all
     are also Advisors to other commodity pools with which the General
     Partner is currently associated.  Each Advisor is registered with the CFTC
     and is a member in such capacity with the NFA.  Because of their
     confidential nature, proprietary trading records of the Advisors and their
     respective principals are not available for inspection by the Limited
     Partners of the Partnership.

(d)  Fees, Compensation and Expenses
     -------------------------------

     The descriptions and definitions contained in "Fees, Compensation and
     Expenses" on Pages 36- 38 of the Prospectus dated August 31, 1990 are
     incorporated herein by reference.

     The General Partner, for its services, receives a monthly administrative
     fee equal to 1/6 of 1% of month-end Net Asset Value (approximately 2%
     annually).

     Effective June 1, 2000, ATA Research, Inc. resigned as the Partnership's
     Trading Manager and Kenmar Global Strategies Inc. (Kenmar) was engaged to
     serve as a consultant and perform similar functions as those previously
     performed by the Trading Manager.  Kenmar assists the General Partner in
     making decisions about which commodity trading advisors to hire, the
     allocations among the Advisors and the day-to-day monitoring and risk
     management of the Partnership's trading activities.  Kenmar receives the
     same fee as previously paid to the Trading Manager, a monthly management
     fee equal to 1/12 of 1% of the month-end Net Asset Value (approximately 1%
     annually).

     A Consultant, for its administrative services to the Partnership, receives
     a monthly consulting fee equal to 1/6 of 1% of the month-end Net Asset
     Value (approximately 2% annually).

     The current Trading Advisors receive management fees ranging from 1% to
     2% annually of Allocated Net Asset Value (as defined in the trading
     advisory contracts).  In addition, the Advisors receive quarterly
     incentive fees ranging from 20% to 23% of Trading Profits (as defined).
     The quarterly incentive fees are payable only on cumulative profits
     achieved by the respective Advisor.  For example, if one of the Advisors
     to the Partnership experiences a loss after an incentive fee payment is
     made, that Advisor will retain such payments but will receive no further
     incentive fees until such Advisor has recovered the loss and then
     generated subsequent Trading Profits (as defined). Consequently, an
     incentive fee may be paid to one Advisor but the Partnership may
     experience no change or a decline in its Net Asset Value because of the
     performance of other Advisors.  The General Partner may allocate or
     reallocate the Partnership's assets at any time among the current
     Advisors or any others that may be selected.  Upon termination of the
     present Advisors' contracts or at any other time in the discretion of
     the General Partner, the Partnership may employ other advisors whose
     compensation may be calculated without regard to the losses which may be
     incurred by the present Advisors.  Similarly, the Partnership may renew
     its relationship with each Advisor on the same or different terms.

(e)  Brokerage Arrangements
     ----------------------

     The General Partner, among other responsibilities, has the duty to select
     the brokerage firms through which the Partnership's trading will be
     executed.  The General Partner has selected ING (U.S.) Securities, Futures
     & Options Inc. (ING) as the Partnership's primary clearing broker.  ING is
     registered with the CFTC as a Futures Commission Merchant.  It is a member
     of the NFA and a clearing member of the Chicago Board of Trade and the
     International Monetary Market of the Chicago Mercantile Exchange.

(f)  Financial Information About Industry Segments
     ---------------------------------------------

     The Partnership operates in only one industry segment, that of the
     speculative trading of futures, options and forward contracts and other
     commodity interests.  See also "Description of Futures Trading", pages 81
     to 84 of the Prospectus dated August 31, 1990, which is incorporated
     herein by reference.

(g)  Regulation
     ----------

     The U.S. futures markets are regulated under the Commodity Exchange Act,
     which is administered by the Commodity Futures Trading Commission (CFTC),
     a federal agency created in 1974.  The CFTC licenses and regulates
     commodity exchanges, commodity brokerage firms (referred to in the
     industry as "futures commission merchants"), commodity pool operators,
     commodity trading advisors and others.  The General Partner is
     registered with the CFTC as a commodity pool operator and each Advisor is
     registered as a commodity trading advisor.  Futures professionals such as
     the General Partner and the Advisors are also regulated by the National
     Futures Association, a self-regulatory organization for the futures
     industry that supervises the dealings between futures professionals and
     their customers.  If the pertinent CFTC registrations or NFA memberships
     were to lapse, be suspended or be revoked, the General Partner would be
     unable to act as the Partnership's commodity pool operator, and the
     respective Advisors as a commodity trading advisor, to the Partnership.

     The CFTC has adopted disclosure, reporting and recordkeeping requirements
     for commodity pool operators (such as the General Partner) and disclosure
     and recordkeeping requirements for commodity trading advisors.  The
     reporting rules require pool operators to furnish to the participants in
     their pools a monthly statement of account, showing the pool's income or
     loss and change in Net Asset Value and an annual financial report,
     audited by an independent certified public accountant.

     The CFTC and the exchanges have pervasive powers over the futures
     markets, including the emergency power to suspend trading and order
     trading for liquidation only (i.e., traders may liquidate existing
     positions but not establish new positions).  The exercise of such powers
     could adversely affect the Partnership's trading.

     For additional information refer to "Regulation", Pages 82-83 of the
     Prospectus dated August 31, 1990, which is incorporated herein by
     reference.

(h)  Competition
     -----------

     The Partnership may experience increased competition for the same
     commodity futures contracts.  The Advisors may recommend similar or
     identical trades to other accounts they manage.  Thus the Partnership
     may be in competition with such accounts for the same or similar
     positions.  Competition may also increase due to widespread utilization
     of computerized trading methods similar to the methods used by some of
     the Advisors.  The Partnership may also compete with other funds
     organized by the General Partner.

(i)  Financial Information About Foreign and Domestic Operations
     -----------------------------------------------------------

     The Partnership does not expect to engage in any operations in foreign
     countries nor does it expect to earn any portion of the Partnership's
     revenue from customers in foreign countries.

Item 2.  Properties.

     The Partnership does not own and does not expect to own any physical
     properties.

Item 3.  Legal Proceedings.

     The Partnership is not aware of any pending legal proceedings to which the
     Partnership is a party or to which any of its assets are subject.

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

     There were no matters submitted to a vote of holders of Units of Limited
     Partnership Interest ("Units") during the fiscal year ended December 31,
     2000.



                                   PART II


Item 5.  Market for Partnership's Securities and Related Security Holder
         Matters

(a)  Market Information
     ------------------

     There is no established public trading market for the Partnership's Units
     of Limited Partnership Interest.

     A Limited Partner (or any assignee of units) may withdraw some or all of
     his capital contribution and undistributed profits, if any, by requiring
     the Partnership to redeem any or all of his Units at Net Asset Value per
     Unit.  Redemptions shall be effective as of the end of any month after
     10 days written notice to the General Partner.  Redemptions shall be
     paid within 15 business days after the month end, provided that all
     liabilities, contingent or otherwise, of the Partnership, except any
     liability to partners on account of their capital contributions, have
     been paid and there remains property of the Partnership sufficient to
     pay them.

(b)  Holders
     -------

     The number of holders of record of Units of Partnership Interest as of
     December 31, 2000 was:

                 General Partner's Capital      1
                 Limited Partners' Capital    577

     At the commencement of trading on March 7, 1990 there were 290 Limited
     Partners holding 4,338.536 Units of Limited Partner Interest and one
     General Partner holding 46 Units of General Partner Interest.  At
     December 31, 2000, there were 577 Limited Partners holding 6,575.752
     Units and 91.729 Units held by the General Partner.

(c)  Distributions
     -------------

     The Partnership does not anticipate making any distributions to
     investors.

     Distributions of profits to partners are made at the discretion of the
     General Partner and will depend, among other factors, on earnings and
     the financial condition of the Partnership.  No such distributions have
     been made to date.

Item 6.  Selected Financial Data.

     Following is a summary of certain financial information for the
     Partnership for the calendar years 2000, 1999, 1998, 1997 and 1996.

                                                                2000
                                                                ----

     Realized Gains (Losses)                                $ (1,534,607)
     Change in Unrealized Gains (Losses)
       on Open Contracts                                        (173,707)
     Interest Income                                             573,187
     Management Fees                                             648,717
     Incentive Fees                                              248,648
     Net Income (Loss)                                        (2,558,071)
     General Partner Capital                                     109,373
     Limited Partner Capital                                   7,840,545
     Partnership Capital                                       7,949,918
     Net Income (Loss) Per Limited and
       General Partner Unit*                                     (320.22)
     Net Asset Value Per Unit At
       End of Year                                              1,192.34


                                                                1999
                                                                ----

     Realized Gains (Losses)                                $    270,179
     Change in Unrealized Gains (Losses)
       on Open Contracts                                         496,473
     Interest Income                                             666,712
     Management Fees                                             934,591
     Incentive Fees                                              348,829
     Net Income (Loss)                                          (469,685)
     General Partner Capital                                     479,238
     Limited Partner Capital                                  12,824,661
     Partnership Capital                                      13,303,899
     Net Income (Loss) Per Limited and
       General Partner Unit*                                      (47.22)
     Net Asset Value Per Unit At
       End of Year                                              1,481.64


                                                                1998
                                                                ----

     Realized Gains (Losses)                                $  4,228,116
     Change in Unrealized Gains (Losses)
       on Open Contracts                                        (559,093)
     Interest Income                                             810,610
     Management Fees                                             986,596
     Incentive Fees                                              979,982
     Net Income (Loss)                                         1,756,068
     General Partner Capital                                     495,271
     Limited Partner Capital                                  16,233,207
     Partnership Capital                                      16,728,478
     Net Income (Loss) Per Limited and
       General Partner Unit*                                      150.78
     Net Asset Value Per Unit At
       End of Year                                              1,531.21


                                                                1997
                                                                ----

     Realized Gains (Losses)                                $  2,996,442
     Change in Unrealized Gains (Losses)
       on Open Contracts                                         515,373
     Interest Income                                             984,111
     Management Fees                                           1,135,594
     Incentive Fees                                              768,675
     Net Income (Loss)                                         1,716,744
     General Partner Capital                                     442,903
     Limited Partner Capital                                  16,850,663
     Partnership Capital                                      17,293,566
     Net Income (Loss) Per Limited and
       General Partner Unit*                                      121.38
     Net Asset Value Per Unit At
       End of Year                                              1,369.31


                                                                1996
                                                                ----

     Realized Gains (Losses)                                $  3,478,456
     Change in Unrealized Gains (Losses)
       on Open Contracts                                      (1,019,712)
     Interest Income                                           1,020,487
     Management Fees                                           1,257,031
     Incentive Fees                                              542,057
     Net Income (Loss)                                           833,088
     General Partner Capital                                     404,722
     Limited Partner Capital                                  18,465,411
     Partnership Capital                                      18,870,133
     Net Income (Loss) Per Limited and
       General Partner Unit*                                       49.25
     Net Asset Value Per Unit At
       End of Year                                              1,251.26


     ----------------
     * Based on weighted average units outstanding


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

(a)  Liquidity
     ---------

     Substantially all of the Partnership's assets are held in cash or cash
     equivalents.  There are no restrictions on the liquidity of these assets
     except for amounts on deposit with the broker needed to meet margin
     requirements on open futures contracts.

     Most United States exchanges (but generally not foreign exchanges,
     or banks or broker-dealer firms in the case of foreign currency
     forward contracts) limit by regulations the amount of fluctuation
     in commodity futures contract prices during a single trading day.
     The regulations specify what are referred to as "daily price
     fluctuation limits".  The daily limits establish the maximum amount
     the price of a futures contract may vary either up or down from the
     previous day's settlement price at the end of the trading session.

     Once the "daily limit" has been reached in a particular commodity, no
     trades may be made at a price beyond the limit.  Positions in the
     commodity could then be taken or liquidated only if traders are willing
     to effect trades at or within the limit during the period for trading.
     Because the "daily limit" rule only governs price movement for a
     particular trading day, it does not limit losses and may in fact
     substantially increase losses because it may prevent the liquidation
     of unfavorable positions. Commodity futures prices have occasionally
     moved the daily limit for several consecutive trading days and thereby
     prevented prompt liquidation of futures positions on one side of the
     market, subjecting those commodity futures traders to substantial
     losses.

(b)  Capital Resources
     -----------------

     The Partnership is currently not offering its Units for sale (See Item 1
     above.)  Since the Partnership's business is the purchase and sale of
     various commodity interests, it will make few, if any, capital
     expenditures. Except as it impacts the commodity markets, inflation is
     not a significant factor in the Partnership's profitability.

(c)  Results of Operations
     ---------------------

     The General Partner, directly and/or indirectly through its  Consultant,
     has established procedures to actively monitor market risk and minimize
     credit risk, although there can be no assurance that it will, in fact,
     succeed in doing so.  The General Partner's basic market risk control
     procedures consist of continuously monitoring the trading activity of the
     various trading advisors, with the actual market risk controls being
     applied by the advisors themselves.  The General Partner seeks to minimize
     credit risk primarily by depositing and maintaining the Partnership's
     assets at financial institutions and brokers which the General Partner
     believes to be creditworthy.  The Limited Partners bear the risk of loss
     only to the extent of the market value of their respective investments
     and, in certain specific circumstances, distributions and redemptions
     received.

     Due to the speculative nature of trading commodity interests, the
     Partnership's income or loss from operations may vary widely from period
     to period.  Management cannot predict whether the Partnership's future
     Net Asset Value per Unit will increase or experience a decline.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

     Year Ended December 31, 2000
     ----------------------------

     2000 had a net loss of $(2,588,071) or $(320.22) per Unit.  At
     December 31, 2000, partners' capital totaled $7,949,918, a net decrease
     of $5,353,981 from December 31, 1999.  Net Asset Value per Unit at
     December 31, 2000 amounted to $1,192.34, as compared to $1,481.64 at
     December 31, 1999, a decrease of 19.53%.

     The net loss for 2000 resulted from trading losses in all market sectors
     except the energy markets.  The interest rates and metals market sectors
     incurred the largest trading losses.  Partners' capital was further
     reduced by redemptions in the amount of $2,800,910 during 2000.

     Year Ended December 31, 1999
     ----------------------------

     1999 had a net loss of $(469,685) or $(47.22) per Unit.  At December 31,
     1999, partners' capital totaled $13,303,899, a net decrease of
     $3,424,579 from December 31, 1998.  Net Asset Value per Unit at
     December 31, 1999 amounted to $1,481.64, as compared to $1,531.21 at
     December 31, 1998, a decrease of 3.24%.

     The net loss for 1999 resulted primarily from losses in the foreign
     currencies and agricultural commodities markets and were only slightly
     offset by gains in the energy, equities and metals markets.  Partners'
     capital was further reduced by $2,954,894 of redemptions during 1999.

     Year Ended December 31, 1998
     ----------------------------

     Net income for 1998 amounted to $1,756,068 or $150.78 per Unit.  At
     December 31, 1998, partners' capital totaled $16,728,478, a net decrease
     of $565,088 from December 31, 1997.  Net Asset Value per Unit at
     December 31, 1998 amounted to $1,531.21, as compared to $1,369.31 at
     December 31, 1997, an increase of 11.82%.

     Net income for 1998 resulted primarily from gains in the interest rate
     and equity markets, partially offset by losses in agricultural
     commodities and metals markets.  Net income was offset by redemptions
     of Units, resulting in a net decrease in partners' capital.

(d)  Possible Changes
     ----------------

     The General Partner reserves the right to terminate Commodity Trading
     Advisors (see Prospectus) and/or engage additional Commodity Trading
     Advisors in the future.  Furthermore, the General Partner reserves the
     right to change any of the Partnership's clearing arrangements to
     accommodate any new Commodity Trading Advisors.

Item 8.  Financial Statements and Supplementary Data.

     Financial statements meeting the requirements of Regulation S-X are
     listed following this report. The Supplementary Financial Information
     specified by Item 302 of Regulation S-K is not applicable.

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

     None.



                                     PART III


Item 10.  Directors and Executive Officers of the Partnership.

     The Partnership has no directors or executive officers.  The General
     Partner of the Partnership is ProFutures, Inc., which administers and
     manages the Partnership's affairs.

     Gary D. Halbert, born 1952, is the Chairman, President, Director and the
     principal shareholder of ProFutures, Inc.  Debi Halbert, born 1955, is
     the Chief Financial Officer, Director and a minority shareholder of
     ProFutures, Inc.

     Patrick W. Watson, born 1964, is Vice President of the General Partner.
     He is involved in research, investment strategy, business development
     and investor relations.

     John M. (Mike) Posey, born 1955, is Vice President of Marketing of the
     General Partner.

     Jon P. Meyer, born 1964, is Vice President of Operations of the General
     Partner.

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

Item 11.  Executive Compensation.

     The General Partner receives, as compensation for its services, monthly
     Administration Management Fees equal to 1/6 of 1% of month-end Net Asset
     Value (approximately 2% annually), which aggregated $194,879 for 2000.

Item 12.  Security Ownership of Certain Beneficial Owners.

(a)  Security Ownership of Certain Beneficial Owners
     -----------------------------------------------

     The Partnership knows of no one person who beneficially owns more than
     5% of the Units of Limited Partnership Interest.

(b)  Security Ownership of Management
     --------------------------------

     Under the terms of the Limited Partnership Agreement, the General
     Partner exclusively manages the Partnership's affairs.  As of December 31,
     2000 the General Partner and its principals owned 91.729 Units of
     General Partnership Interest.

(c)  Changes in Control
     ------------------

     None.

Item 13.  Certain Relationships and Related Transactions.

     See Prospectus dated August 31, 1990, pages 24-27, which is incorporated
     herein by reference, for information concerning relationships and
     transactions between the General Partner, the Trading Manager and/or
     Consultant, the Commodity Broker and the Partnership.



                                     PART IV


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

(a)  1.  Financial Statements

         See Index to Financial Statements on Page F-1.

         The Financial Statements begin on Page F-3.

(a)  2.  Financial Statement Schedules.

         Not applicable, not required, or information included in financial
         statements.

(a)  3.  Exhibits.

         Incorporated by reference - previously filed:

         Form S-1 and Prospectus dated September 26, 1989 and exhibits
         thereto.

         Post-effective amendment No.1 dated July 19, 1990.

         Prospectus dated August 31, 1990.

         March 1, 1991 Supplement to Prospectus dated August 31, 1990.

         *1.1          Form of Selling Agreement between the Registrant and
                       ProFutures Financial Group, Inc.

         *1.2          Form of Additional Selling Agents Agreement between
                       ProFutures Financial Group, Inc. and certain
                       Additional Selling Agents.

         *3.1          Agreement of Limited Partnership (attached to the
                       Prospectus as Exhibit A).

         *3.2          Subscription Agreement and Power of Attorney
                       (attached to the Prospectus as Exhibit B).

         *3.3          Request for Redemption Form (attached to the
                       Prospectus as Exhibit C).

         *5.1          Opinion of Counsel as to the legality of the Units.

         *8.1          Tax Opinion of Counsel

         *10.1         Form of Escrow Agreement among the Registrant, the
                       General Partner and First National Bank of Chicago,
                       the Escrow Agent.

         *10.2(c)      Form of Brokerage Agreement dated August 15, 1990
                       between the Registrant and Virginia Trading division
                       of Quantum Financial Services, Inc.

         *10.4(a)      Form of Trading Manager Agreement between the
                       Registrant and ATA Research, Inc.

         *10.4(b)      Form of Consulting Agreement between Registrant and
                       Business Marketing Group, Inc.

         *10.4(c)      Form of Stock Subscription Agreement by and between
                       ING (U.S.) Securities, Futures & Options Inc. and
                       ProFutures, Inc.

-----------------------
*    Previously filed in the June 13, 1989 Registration Statement; the
     September 1, 1989 Pre-effective amendment No.1 thereto; the July 16,
     1990 post-effective amendment thereto; and/or Form 10-Q for the quarter
     ended September 30, 1991; and/or Forms 10-Q for the quarters ended
     March 31, 1992 and September 30, 1992; and/or Forms 10-Q for the
     quarters ended March 31, June 30 and September 30, 1993; and/or
     Form 10-K for the year 1994; and/or Forms 10-Q for the quarters ended
     March 31, June 30 and September 30, 1994; and/or Form 10-Q for the
     quarter ended March 31, 1995.  Exhibit 10.4(c) was filed with the 1998
     Form 10-K.

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

     None.

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

     None.

(d)  Financial Statement Schedules
     -----------------------------

     Not Applicable, not required, or information included in financial
     statements.


                                   SIGNATURES





Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



                                   ALTERNATIVE ASSET GROWTH FUND, L.P.
                                   (Partnership)



                                   By  /s/ GARY D. HALBERT
----------------------------         -----------------------------------------
Date                                 Gary D. Halbert, President and Director
                                     ProFutures, Inc.
                                     General Partner



                                   By  /s/ DEBI B. HALBERT
----------------------------         -----------------------------------------
Date                                 Debi B. Halbert, Chief Financial Officer,
                                       Treasurer and Director
                                     ProFutures, Inc.
                                     General Partner



                       ALTERNATIVE ASSET GROWTH FUND, L.P.



                                 -----------------
                                 TABLE OF CONTENTS
                                 -----------------


Independent Auditor's Report                                         F-2

Financial Statements

  Statements of Financial Condition
    December 31, 2000 and 1999                                       F-3

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

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

  Notes to Financial Statements                                   F-6 - F-10



                                       F-1



                            FINANCIAL STATEMENTS AND
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                       ALTERNATIVE ASSET GROWTH FUND, L.P



                         INDEPENDENT AUDITOR'S REPORT
                         ----------------------------


To the Partners
Alternative Asset Growth Fund, L.P.


We have audited the accompanying statements of financial condition of
Alternative Asset Growth Fund, L.P. as of December 31, 2000 and 1999, and
the related statements of operations and changes in partners' capital (net
asset value) for the years ended December 31, 2000, 1999 and 1998.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Alternative Asset Growth
Fund, L.P. as of December 31, 2000 and 1999, and the results of its operations
and the changes in its net asset values for the years ended December 31, 2000,
1999 and 1998, in conformity with generally accepted accounting principles.





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

Hunt Valley, Maryland
February 6, 2001


                                     F-2



                     ALTERNATIVE ASSET GROWTH FUND, L.P.
                      STATEMENTS OF FINANCIAL CONDITION
                         December 31, 2000 and 1999
                                ------------



                                                       2000          1999
                                                       ----          ----
ASSETS
  Equity in broker trading accounts
    Cash                                           $ 8,028,861   $13,029,093
    Net option premiums paid (received)                      0        35,507
    Unrealized gain on open contracts                  522,626       696,333
                                                   -----------   -----------

      Deposits with brokers                          8,551,487    13,760,933

    Cash                                                16,583           338
                                                   -----------   -----------

      Total assets                                 $ 8,568,070   $13,761,271
                                                   ===========   ===========

LIABILITIES
  Accounts payable                                 $    12,961   $     2,348
  Commissions and other trading fees
    on open contracts                                    4,548         8,985
  Incentive fees payable                               102,171       127,961
  Management fees payable                               89,245       103,330
  Redemptions payable                                  409,227       214,748
                                                   -----------   -----------

      Total liabilities                                618,152       457,372
                                                   -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 92 and 323 units outstanding
    at December 31, 2000 and 1999                      109,373       479,238
  Limited Partners - 6,575 and 8,656 units
    outstanding at December 31, 2000 and 1999        7,840,545    12,824,661
                                                   -----------   -----------

      Total partners' capital
        (Net Asset Value)                            7,949,918    13,303,899
                                                   -----------   -----------

                                                   $ 8,568,070   $13,761,271
                                                   ===========   ===========


                            See accompanying notes.

                                      F-3



                      ALTERNATIVE ASSET GROWTH FUND, L.P.
                           STATEMENTS OF OPERATIONS
             For the Years Ended December 31, 2000, 1999 and 1998
                                  ------------



                                         2000          1999          1998
                                         ----          ----          ----
INCOME
  Trading gains (losses)
    Realized                         $(1,534,607)  $   270,179   $ 4,228,116
    Change in unrealized                (173,707)      496,473      (559,093)
                                     -----------   -----------   -----------

      Gain (loss) from trading        (1,708,314)      766,652     3,669,023

  Interest income                        573,187       666,712       810,610
                                     -----------   -----------   -----------

      Total income (loss)             (1,135,127)    1,433,364     4,479,633
                                     -----------   -----------   -----------

EXPENSES
  Brokerage commissions                  380,403       481,516       584,566
  Incentive fees                         248,648       348,829       979,982
  Management fees                        648,717       934,591       986,596
  Operating expenses                     145,176       138,113       172,421
                                     -----------   -----------   -----------

      Total expenses                   1,422,944     1,903,049     2,723,565
                                     -----------   -----------   -----------

      NET INCOME (LOSS)              $(2,558,071)  $  (469,685)  $ 1,756,068
                                     ===========   ===========   ===========

NET INCOME (LOSS) PER GENERAL
  AND LIMITED PARTNER UNIT
    (based on weighted average
     number of units outstanding
     during the period of 7,989,
     9,947 and 11,647, respectively  $   (320.22)  $    (47.22)  $    150.78
                                     ===========   ===========   ===========

INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED
  PARTNER UNIT                       $   (289.30)  $    (49.57)  $    161.90
                                     ===========   ===========   ===========


                            See accompanying notes.

                                     F-4



                     ALTERNATIVE ASSET GROWTH FUND, L.P.
        STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
            For the Years Ended December 31, 2000, 1999 and 1998
                                 ------------



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

Balances at
  December 31,
  1997                      12,629     $ 442,903   $16,850,663   $17,293,566

Net income for
  the year ended
  December 31,
  1998                                    52,368     1,703,700     1,756,068

Redemptions                 (1,704)            0    (2,321,156)   (2,321,156)
                          --------     ---------   -----------   -----------

Balances at
  December 31,
  1998                      10,925       495,271    16,233,207    16,728,478

Net (loss) for
  the year ended
  December 31,
  1999                                   (16,033)     (453,652)     (469,685)

Redemptions                 (1,946)            0    (2,954,894)   (2,954,894)
                          --------     ---------   -----------   -----------

Balances at
  December 31,
  1999                       8,979       479,238    12,824,661    13,303,899

Net (loss) for
  the year ended
  December 31,
  2000                                   (88,955)   (2,469,116)   (2,558,071)

Additions                        4         5,000             0         5,000

Redemptions                 (2,316)     (285,910)   (2,515,000)   (2,800,910)
                          --------     ---------   -----------   -----------

Balances at
  December 31,
  2000                       6,667     $ 109,373   $ 7,840,545   $ 7,949,918
                           =======     =========   ===========   ===========



                                   Net Asset Value Per Unit
                            -------------------------------------

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

                            $1,192.34     $1,481.64     $1,531.21
                            =========     =========     =========


                           See accompanying notes.

                                     F-5



                      ALTERNATIVE ASSET GROWTH FUND, L.P.
                        NOTES TO FINANCIAL STATEMENTS
                                ------------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         -----------------------------------------------------------

         A.  General Description of the Partnership

             Alternative Asset Growth Fund, L.P. (the Partnership) is a
             Delaware limited partnership which operates as a commodity
             investment pool.  The Partnership engages in the speculative
             trading of futures contracts and options on futures contracts.

         B.  Regulation

             As a registrant with the Securities and Exchange Commission, the
             Partnership is subject to the regulatory requirements under the
             Securities Act of 1933 and the Securities Exchange Act of 1934.
             As a commodity investment pool, the Partnership is subject to the
             regulations of the Commodity Futures Trading Commission, an agency
             of the United States (U.S.) government which regulates most
             aspects of the commodity futures industry; rules of the National
             Futures Association, an industry self-regulatory organization; and
             the requirements of commodity exchanges and Futures Commission
             Merchants (brokers) through which the Partnership trades.

         C.  Method of Reporting

             The Partnership's financial statements are presented in accordance
             with generally accepted accounting principles, which require the
             use of certain estimates made by the Partnership's management.
             Transactions are accounted for on the trade date.  Gains or losses
             are realized when contracts are liquidated.  Unrealized gains
             or losses on open contracts (the difference between contract
             purchase price and quoted market price) are reflected in the
             statement of financial condition as a net gain or loss, as there
             exists a right of offset of unrealized gains or losses in
             accordance with Financial Accounting Standards Board
             Interpretation No. 39 - "Offsetting of Amounts Related to Certain
             Contracts."  Any change in net unrealized gain or loss from the
             preceding period is reported in the statement of operations.

             For purposes of both financial reporting and calculation of
             redemption value, Net Asset Value per Unit is calculated by
             dividing Net Asset Value by the number of outstanding Units.

         D.  Brokerage Commissions

             Brokerage commissions include other trading fees and are charged
             to expense when contracts are opened.


                                      F-6



                      ALTERNATIVE ASSET GROWTH FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 ------------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)
         -----------------------------------------------------------

         E.  Income Taxes

             The Partnership prepares calendar year U.S. and state information
             tax returns and reports to the partners their allocable shares of
             the Partnership's income, expenses and trading gains or losses.

         F.  Foreign Currency Transactions

             The Partnership's functional currency is the U.S. dollar; however,
             it transacts business in currencies other than the U.S. dollar.
             Assets and liabilities denominated in currencies other than the
             U.S. dollar are translated into U.S. dollars at the rates in
             effect at the date of the statement of financial condition.
             Income and expense items denominated in currencies other than the
             U.S. dollar are translated into U.S. dollars at the rates in
             effect during the period.  Gains and losses resulting from the
             translation to U.S. dollars are reported in income currently.

         G.  Reclassification

             Certain amounts in the 1999 and 1998 financial statements were
             reclassified to conform with the 2000 presentation.

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

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  The Agreement
         of Limited Partnership requires the General Partner to contribute to
         the Partnership an amount equal to at least the greater of (i) 3%
         of aggregate capital contributions of all partners or $100,000,
         whichever is less, or (ii) the lesser of 1% of the aggregate capital
         contributions of all partners or $500,000.

         The Agreement of Limited Partnership also requires that the General
         Partner maintain a net worth at least equal to the sum of (i) the
         lesser of $250,000 or 15% of the aggregate capital contributions of
         any limited partnerships for which it acts as general partner and
         which are capitalized at less than $2,500,000; and (ii) 10% of the
         aggregate capital contributions of any limited partnerships for which
         it acts as general partner and which are capitalized at greater than
         $2,500,000.

         ProFutures, Inc. has callable subscription agreements with ING (U.S.)
         Securities, Futures & Options, Inc. (ING), the Partnership's primary
         broker, whereby ING has subscribed to purchase (up to $14,000,000) the
         number of shares of common stock of ProFutures, Inc. necessary to
         maintain the General Partner's net worth requirements.


                                     F-7



                      ALTERNATIVE ASSET GROWTH FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 ------------



Note 2.  GENERAL PARTNER (CONTINUED)
         ---------------------------

         The Partnership pays the General Partner a monthly management fee of
         1/6 of 1% (2% annually) of month-end Net Asset Value.

         Total management fees earned by ProFutures, Inc. for the years ended
         December 31, 2000, 1999 and 1998 were $194,879, $301,463 and $325,002,
         respectively.  Management fees payable to ProFutures, Inc. as of
         December 31, 2000 and 1999 were $13,990 and $22,625, respectively.

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

         The Partnership has trading advisory contracts with several commodity
         trading advisors to furnish investment management services to the
         Partnership.  Certain advisors receive management fees ranging from
         1% to 2% annually of Allocated Net Asset Value (as defined in each
         respective trading advisory contract).  In addition, the trading
         advisors receive quarterly incentive fees ranging from 20% to 27.5%
         of Trading Profits (as defined).

Note 4.  DEPOSITS WITH BROKERS
         ---------------------

         The Partnership deposits funds with brokers subject to Commodity
         Futures Trading Commission regulations and various exchange and broker
         requirements.  Margin requirements are satisfied by the deposit of
         cash with such brokers.  The Partnership earns interest income on its
         assets deposited with the brokers.

Note 5.  OTHER MANAGEMENT FEES
         ---------------------

         The Partnership employs a consultant who is paid a monthly fee of 1/6
         of 1% (2% annually) of month-end Net Asset Value for administrative
         services rendered to the Partnership.  Total fees earned by this
         consultant for the years ended December 31, 2000, 1999 and 1998 were
         $194,879, $301,463 and $325,002, respectively.

         Effective June 1, 2000, ATA Research, Inc. (ATA) resigned as the
         Partnership's Trading Manager and Kenmar Global Strategies Inc.
         (Kenmar) was engaged to serve as a consultant and perform similar
         functions as those previously performed by the Trading Manager.
         Kenmar assists the General Partner in making decisions about which
         commodity trading advisors to hire, the allocations among the advisors
         and the day-to-day monitoring and risk management of the Partnership's
         trading activities.  Kenmar receives the same fee as previously paid
         to the Trading Manager, a monthly management fee of 1/12 of 1% (1%
         annually) of month-end Net Asset Value.  Fees earned by ATA and Kenmar
         totaled $97,440, $150,731 and $162,501 for the years ended December 31,
         2000, 1999 and 1998, respectively.


                                      F-8



                      ALTERNATIVE ASSET GROWTH FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 ------------



Note 6.  DISTRIBUTIONS AND REDEMPTIONS
         -----------------------------

         The Partnership is not required to make distributions, but may do so
         at the sole discretion of the General Partner.  A Limited Partner may
         request and receive redemption of units owned, subject to restrictions
         in the Agreement of Limited Partnership.

Note 7.  TRADING ACTIVITIES AND RELATED RISKS
         ------------------------------------

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

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

         For derivatives, risks arise from changes in the market value of the
         contracts.  Theoretically, the Partnership is exposed to a market risk
         equal to the value of futures contracts purchased and unlimited
         liability on such contracts sold short.  As both a buyer and seller of
         options, the Partnership pays or receives a premium at the outset and
         then bears the risk of unfavorable changes in the price of the
         contract underlying the option.  Written options expose the
         Partnership to potentially unlimited liability, and purchased options
         expose the Partnership to a risk of loss limited to the premiums paid.

         The Partnership has a portion of its assets on deposit with a
         financial institution in connection with its cash management
         activities.  In the event of a financial institution's insolvency,
         recovery of Partnership assets on deposit may be limited to account
         insurance or other protection afforded such deposits.


                                      F-9



                      ALTERNATIVE ASSET GROWTH FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 ------------



Note 7.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
         ------------------------------------------------

         The General Partner has established procedures to actively monitor
         market risk and minimize credit risk, although there can be no
         assurance that it will, in fact, succeed in doing so.  The General
         Partner's basic market risk control procedures consist of continuously
         monitoring the trading activity of the various trading advisors, with
         the actual market risk controls being applied by the advisors
         themselves.  The General Partner seeks to minimize credit risk
         primarily by depositing and maintaining the Partnership's assets at
         financial institutions and brokers which the General Partner believes
         to be creditworthy.  The Limited Partners bear the risk of loss only
         to the extent of the market value of their respective investments and,
         in certain specific circumstances, distributions and redemptions
         received.


                                      F-10