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, 1999
                                  --------------

                        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  78733
                          -------------------------------
                     (Address of principal executive offices)

                           Partnership's telephone number

                                  (512) 263-3800
                                  --------------

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 are incorporated herein by
               reference in Part I, Part II, Part III and Part IV



                                   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 78733
     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
     -----------------------------------

     The General Partner administers the business and affairs of the
     Partnership exclusive of its trading operations.  Trading decisions are
     made by independent Commodity Trading Advisors chosen by ATA Research,
     Inc., the Partnership's Trading Manager.  As of December 31, 1999 there
     were six Commodity Trading Advisors: Atlas Capital Management, Inc.;
     Dennis Trading Group, Inc.; Dominion Capital Management, Inc.; Hampton
     Investors Inc.; Rainbow Trading Corporation; and Willowbridge Associates,
     Inc.

     ProFutures, Inc., a Texas corporation, is a guaranteed Introducing
     Broker of Internationale Nederlanden (U.S.) Securities, Futures & Options
     Inc. (ING).  It is also 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.

     ATA Research, Inc., the Partnership's Trading Manager, is a Texas
     corporation whose sole Director, Officer and stockholder is Aladin T.
     Abguhazaleh.  It was organized in 1985 to perform research and consulting
     services associated with monitoring performance of Commodity Trading
     Advisors.

     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 and Trading Manager, on behalf of the Partnership,
     have 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
     or the Trading Manager determine that the Partnership's trading
     policies have been violated.  The Trading Manager, upon mutual
     consultation and agreement with the General Partner, has the authority
     to allocate or reallocate assets among its current Advisors or any
     others it may select in the future.

     Notional Funding Note:  As of December 31, 1999, the Partnership has
     allocated notional funds to Advisors equal to approximately 30.8% 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 and Trading Manager, respectively, are 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).

     The Trading Manager, for its services, receives a monthly management fee
     equal to 1/12 of 1% of the month-end Net Asset Value (approximately 1%
     annually).

     The 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).

     Certain 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 27.5% 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 Trading Manager, upon mutual
     consultation and agreement with 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 Trading Manager or 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 Internationale Nederlanden
     (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 by 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,
     1999.



                                   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, 1999 was:

                 General Partner's Capital      2  (including principals of
                                                    the General Partner)
                 Limited Partners' Capital    722

     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, 1999 there were 722 Limited Partners holding 8,655.745
     Units, and 323.451 Units held by the General Partner and its principals.

(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 1999, 1998, 1997, 1996 and 1995.

                                                                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


                                                                1995
                                                                ----

     Realized Gains (Losses)                                $  1,431,928
     Change in Unrealized Gains (Losses)
         on Open Contracts                                       120,604
     Interest Income                                           1,292,216
     Management Fees                                           1,475,692
     Incentive Fees                                              720,621
     Net Income (Loss)                                          (985,673)
     General Partner Capital                                     386,084
     Limited Partner Capital                                  21,640,976
     Partnership Capital                                      22,027,060
     Net Income (Loss) Per Limited and
       General Partner Unit*                                      (49.66)
     Net Asset Value Per Unit At
       End of Year                                              1,193.64


     ----------------
     * 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 the Trading
     Manager, 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, 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.

     Year Ended December 31, 1997
     ----------------------------

     Net income for the year was $1,716,744, or $121.38 per Unit.  At
     December 31, 1997, partners' capital totaled $17,293,566, a decrease
     of $1,576,567 from December 31, 1996.  The Net Asset Value per Unit
     at December 31, 1997 amounted to $1,369.31 as compared to $1,251.26
     at December 31, 1996, an increase of 9.4%.

     The Partnership's gains came mostly in the financials, including
     currencies, stocks, and debt instruments.  Strong gains were also
     achieved in the agricultural commodities, including the food and
     fiber sector and the grains.

(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, age 47, is the Chairman, President, Director and the
     principal shareholder of ProFutures, Inc.  Debi Halbert, age 44, 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 $301,463 for 1999.

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,
     1999 the General Partner and its principals owned 323.451 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, 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 4.1
                       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.

         *24.1         Consent of Counsel

         *24.2         Consent of Certified Public Accountants

-----------------------
*    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
----------------------------          ---------------------------------------
Date                                  Gary D. Halbert, President and Director
                                      ProFutures, Inc.
                                      General Partner



                                    By
----------------------------          ---------------------------------------
Date                                  Debi Halbert, Chief Financial Officer,
                                        Treasurer and Director
                                      ProFutures, Inc.
                                      General Partner



                       ALTERNATIVE ASSET GROWTH FUND, L.P.


                          Index to Financial Statements


Independent Auditor's Report for the years ended
  December 31, 1999, 1998 and 1997                                   F-2

Statements of Financial Condition
  December 31, 1999 and 1998                                         F-3

Statements of Operations for the years ended
  December 31, 1999, 1998 and 1997                                   F-4

Statements of Changes in Partners' Capital
  (Net Asset Value) for the years ended
  December 31, 1999, 1998 and 1997                                   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, 1999 and 1998, and
the related statements of operations and changes in partners' capital (net
asset value) for the years ended December 31, 1999, 1998 and 1997.  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, 1999 and 1998, and the results of its operations
and the changes in its net asset values for the years ended December 31, 1999,
1998 and 1997, in conformity with generally accepted accounting principles.





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

Hunt Valley, Maryland
February 5, 2000



                                     F-2



                     ALTERNATIVE ASSET GROWTH FUND, L.P.
                      STATEMENTS OF FINANCIAL CONDITION
                         December 31, 1999 and 1998
                                ------------


                                                       1999          1998
                                                       ----          ----
ASSETS
  Equity in broker trading accounts
    Cash                                           $13,029,093   $ 5,103,550
    Net option premiums paid (received)                 35,507      (205,586)
    Unrealized gain on open contracts                  696,333       199,860
                                                   -----------   -----------

      Deposits with brokers                         13,760,933     5,097,824

    Cash and cash equivalents                              338    12,158,374
                                                   -----------   -----------

      Total assets                                 $13,761,271   $17,256,198
                                                   ===========   ===========

LIABILITIES
  Accounts payable                                 $     2,348   $     6,060
  Advisor incentive fees payable                       127,961       354,357
  Advisor management fees payable                       46,767        46,295
  Consultant fee payable                                22,625        28,061
  General Partner fee payable                           22,625        28,061
  Trading Manager fee payable                           11,313        14,031
  Commissions and other trading fees
    on open contracts                                    8,985        13,059
  Redemptions payable                                  214,748        37,796
                                                   -----------   -----------

      Total liabilities                                457,372       527,720
                                                   -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 323.451 units
    outstanding at December 31, 1999
    and 1998                                           479,238       495,271
  Limited Partners - 8,655.745 and
    10,601.565 units outstanding at
    December 31, 1999 and 1998                      12,824,661    16,233,207
                                                   -----------   -----------

      Total partners' capital
        (Net Asset Value)                           13,303,899    16,728,478
                                                   -----------   -----------

                                                   $13,761,271   $17,256,198
                                                   ===========   ===========



                            See accompanying notes.

                                      F-3



                      ALTERNATIVE ASSET GROWTH FUND, L.P.
                           STATEMENTS OF OPERATIONS
             For the Years Ended December 31, 1999, 1998 and 1997
                                  ------------


                                         1999          1998          1997
                                         ----          ----          ----
INCOME
  Trading gains (losses)
    Realized                         $   270,179   $ 4,228,116   $ 2,996,442
    Change in unrealized                 496,473      (559,093)      515,373
                                     -----------   -----------   -----------

      Gain from trading                  766,652     3,669,023     3,511,815

  Interest income                        666,712       810,610       984,111
                                     -----------   -----------   -----------

      Total income                     1,433,364     4,479,633     4,495,926
                                     -----------   -----------   -----------

EXPENSES
  Brokerage commissions                  481,516       584,566       695,621
  Advisor incentive fees                 348,829       979,982       768,675
  Advisor management fees                180,934       174,091       197,557
  Consultant fee                         301,463       325,002       375,215
  General Partner fee                    301,463       325,002       375,215
  Trading Manager fee                    150,731       162,501       187,607
  Operating expenses                     138,113       172,421       179,292
                                     -----------   -----------   -----------

      Total expenses                   1,903,049     2,723,565     2,779,182
                                     -----------   -----------   -----------

      NET INCOME (LOSS)              $  (469,685)  $ 1,756,068   $ 1,716,744
                                     ===========   ===========   ===========

Net income (loss) per General
  and Limited Partner Unit
    (based on weighted average
     number of units outstanding
     during the year)                $    (47.22)  $    150.78   $    121.38
                                     ===========   ===========   ===========

Increase (decrease) in Net Asset
  Value per General and Limited
  Partner Unit                       $    (49.57)  $    161.90   $    118.05
                                     ===========   ===========   ===========



                            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, 1999, 1998 and 1997
                                 ------------


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

Balances at
  December 31,
  1996                    15,080.861   $404,722   $18,465,411   $18,870,133

Net income for
  the year ended
  December 31,
  1997                                   38,181     1,678,563     1,716,744

Redemptions               (2,451.425)         0    (3,293,311)   (3,293,311)
                         -----------   --------   -----------   -----------

Balances at
  December 31,
  1997                    12,629.436    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               (1,704.420)         0    (2,321,156)   (2,321,156)
                         -----------   --------   -----------   -----------

Balances at
  December 31,
  1998                    10,925.016    495,271    16,233,207    16,728,478

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

Redemptions               (1,945.820)         0    (2,954,894)   (2,954,894)
                         -----------   --------   -----------   -----------

Balances at
  December 31,
  1999                     8,979.196   $479,238   $12,824,661   $13,303,899
                          ==========   ========   ===========   ===========


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

                                         December 31,
                               1999          1998          1997
                               ----          ----          ----

                            $1,481.64     $1,531.21     $1,369.31
                            =========     =========     =========



                           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 Acts of 1933 and 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.  Cash and Cash Equivalents

             Cash and cash equivalents includes cash and short-term
             investments in fixed income securities.

         E.  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)
         -----------------------------------------------------------

         F.  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.

         G.  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.

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.  As of December 31, 1999,
         $365,900 has been contributed to the Partnership by the General Partner
         and its principals.

         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
         Internationale Nederlanden (U.S.) Securities, Futures & Options, Inc.
         (ING), the Partnership's primary broker, whereby ING has subscribed to
         purchase (up to $14,000,017) the number of shares of common stock of
         ProFutures, Inc. necessary to maintain the General Partner's net worth
         requirements.

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



                                     F-7



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



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

         The Partnership has trading advisory contracts with several
         unrelated 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 the trading advisory contracts).
         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 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.

         The Partnership's Trading Manager receives a monthly fee of 1/12 of
         1% (1% annually) of month-end Net Asset Value for management
         services rendered to the Partnership.

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").  These derivatives
         include both financial and non-financial contracts held as part
         of a diversified trading strategy.  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.



                                      F-8



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



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

         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.

         The Partnership has a substantial portion of its assets on deposit
         with financial institutions 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.  In
         the normal course of business, the Partnership does not require
         collateral from such financial institutions.

         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 fair value of derivatives represents unrealized gains and losses
         on open futures contracts and long and short options at market value.
         The average fair value of derivatives during 1999, 1998 and 1997 was
         approximately $630,000, $380,000 and $690,000, respectively, and the
         related fair values as of December 31, 1999 and 1998 are
         approximately $732,000 and $(6,000), respectively.

         Net trading results from derivatives for the years ended
         December 31, 1999, 1998 and 1997 are reflected in the statement
         of operations and equal gain from trading less brokerage
         commissions.  Such trading results reflect the net gain arising
         from the Partnership's speculative trading of derivatives.



                                      F-9



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



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

         Open contracts generally mature within one year, however, the
         Partnership intends to close all contracts prior to maturity.  At
         December 31, 1999 and 1998, the notional amount of open contracts
         is as follows:

                                  1999                        1998
                                  ----                        ----
                       Contracts to  Contracts to  Contracts to  Contracts to
                         Purchase        Sell        Purchase        Sell
                       ------------  ------------  ------------  ------------

  Futures
  contracts and
  written options
  thereon:
  -  Agriculture        $ 1,700,000   $         0   $ 4,000,000   $ 5,300,000
  -  Currency and
      currency
      indices             5,900,000    10,400,000     6,100,000    13,300,000
  -  Energy                       0             0       200,000       400,000
  -  Equity indices      12,900,000     3,500,000    15,900,000    19,300,000
  -  Interest rates               0             0    50,400,000    22,200,000
  -  Metals              10,600,000     4,500,000       700,000     2,200,000

 Purchased
 options on
  futures contracts:
  -  Agriculture                  0             0       600,000             0
  -  Energy                       0             0       100,000             0
  -  Metals               2,500,000             0             0             0
                        -----------   -----------   -----------   -----------

                        $33,600,000   $18,400,000   $78,000,000   $62,700,000
                        ===========   ===========   ===========   ===========


         The above amounts do not represent the Partnership's risk of loss
         due to market and credit risk, but rather represent the
         Partnership's extent of involvement in derivatives at the date of
         the statement of financial condition.

         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