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 (FEE REQUIRED)

                  For the fiscal year ended:  December 31, 1996
                                  --------------

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

                       Alternative Asset Growth Fund, L.P.
                       -----------------------------------
               (Exact name of registrant 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.,
                            1310 Highway 620, Suite 200,
                                Austin, Texas  78734
                            ----------------------------
                     (Address of principal executive offices)

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

                                    Yes  X
                                    No

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

                                    None

                    DOCUMENTS INCORPORATED BY REFERENCE

          Registrant's Prospectus dated August 31, 1990 and Supplement
             thereto dated March 1, 1991 are incorporated herein by
                  reference in Part I, Part III and Part IV


                                   PART I


Item 1.  Business.

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

     Alternative Asset Growth Fund, L.P. ("Registrant") 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 1310 Highway 620, Suite 200, Austin, Texas 78734
     and its telephone numbers are 1-800-348-3601 and (512) 263-3800.

     The Registrant 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 Registrant's
     account.  On March 7, 1990 the Registrant 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,
     plus a $120 account opening fee per investor.  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 Registrant 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 Registrant issued an aggregate of 32,516.437 Units of Limited
     Partnership Interest for total contributions of $36,976,906 exclusive
     of account opening fees. Offering costs of $261,069 and $6,984 were
     charged against partners' capital in 1990 and 1991 respectively.

(b)  Trading Activity
     ----------------

     The General Partner administers the business and affairs of the
     Registrant exclusive of its trading operations.  Trading decisions are
     made by independent Commodity Trading Advisors chosen by ATA Research
     Inc., its Trading Manager.  At December 31, 1996 there are eight
     Commodity Trading Advisors:  Fundamental Futures, Inc.; Wizard Trading,
     Inc.;  Rainbow Trading Corporation; Willowbridge Associates, Inc.;
     Rabar Market Research, Inc.; Dominion Capital Management, Inc.; Atlas
     Capital Management, Inc. and Hampton Investors Inc.

     ProFutures, Inc., a Texas corporation, is a guaranteed Introducing
     Broker of Internationale Nederlanden (U.S.) Derivatives Clearing, 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 Registrant's Trading Manager, is a Texas
     corporation whose sole Director, Officer and stockholder is Aladin T.
     Abguhazaleh.  Organized in 1985 to perform research and consulting
     services associated with monitoring performance of Commodity Trading
     Advisors, ATA Research, Inc. now monitors, for its own use and that of
     its clients, performance data for more than 100 Trading Advisors.  It
     also acts as General Partner of two commodity pools and as Trading
     Manager of other commodity pools.

     The Registrant operates as a commodity investment pool, whose purpose I
     to buy, hold and trade in futures and option contracts, forward and
     option contracts on foreign currencies and other commodity interests.
     The Registrant's objective is appreciation of assets through speculative
     trading.  It ordinarily maintains open positions for a relatively short
     period of time.  The Registrant'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 Registrant'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 Registrant have
     entered into advisory contracts respectively with Fundamental Futures,
     Inc. ("FFI"), Wizard Trading, Inc. ("WTI"), Rainbow Trading Corporation
     ("RTC"), Willowbridge Associates, Inc. ("WAI"), Rabar Market Research,
     Inc. ("RMR"), Dominion Capital Management, Inc. ("DCM"), Atlas Capital
     Management, Inc. ("ACM") and Hampton Investors Inc. ("HII") as the
     Trading Advisors for the Registrant (collectively, the Advisors).  The
     contracts provide that the portion of the Registrant'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 Registrant'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, 1996, the Registrant has
     allocated notional funds to Advisors equal to approximately 7.9% of the
     Registrant'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 Registrant'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
     Registrant.  The Registrant'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 Registrant.

     The current Advisors are the following:

     Fundamental Futures, Inc. ("FFI")
     ---------------------------------

     FFI is an Oregon corporation organized in April 1984 whose principal
     office is located at 9669 Jourdan Way, Dallas, Texas 75230.  FFI has
     established a branch office located at 8950 Northwest 62nd Street,
     Johnston, Iowa 50131.  The books and records for FFI are kept at the
     principal office in Dallas.  Steve DeCook has been the President and a
     principal shareholder of FFI since its inception. Malinda Goldsmith has
     been the Vice President/Secretary and a principal shareholder of FFI
     since its inception.

     Wizard Trading, Inc. ("WTI")
     ----------------------------

     WTI is an Indiana corporation, the mailing address for which is 201 North
     Illinois, Suite 2100, Indianapolis, Indiana 46204.  Jack Schwager and
     Louis Lukac are equal shareholders of WTI.

     Rainbow Trading Corporation ("RTC")
     -----------------------------------

     RTC is a Texas corporation organized in November 1990; Stanford C.
     Finney, Jr. is its President.  Its main business office is located at
     8201 Preston Road, Suite 520, Dallas, Texas 75225.

     Rabar Market Research, Inc. ("RMR")
     -----------------------------------

     RMR's offices are located at 10 Bank Street, Suite 830, White Plains,
     New York 10606-1933 and Paul Rabar is its President.

     Willowbridge Associates Inc. ("WAI")
     ------------------------------------

     WAI is a Delaware corporation organized on January 29, 1988.  WAI's
     main business address is 315 Enterprise Drive, Suite 102, Plainsboro,
     New Jersey 08536.  Philip L. Yang is the sole shareholder, Director and
     President; Michael Y. Gan the Executive Vice President and Theresa C.
     Morris the Vice President.

     Dominion Capital Management, Inc. ("DCM")
     -----------------------------------------

     DCM is an Illinois corporation organized in May 1994.  Its offices are
     located at 555 West Jackson Boulevard, Chicago, Illinois 60661.  Scott
     Foster is President and Tracey Wills-Zapata is Executive-Vice President.

     Atlas Capital Management, Inc. ("ACM")
     --------------------------------------

     ACM is a New Jersey Corporation.  Its offices are located at 17 Canoe
     Brook Drive, Princeton, New Jersey 08550.  Michael Tepper is President.

     Hampton Investors Inc. ("HII")
     ------------------------------

     HII's offices are located at 2519 Avenue U., Brooklyn, New York 11229,
     Charles Mizrahi is President.

 (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, receive a monthly administrative
     fee equal to 1/6 of 1% of month-end Net Asset Value (approximately 2%
     annually).  In addition, during the offering period the General Partner
     received a one-time account set-up fee (unless waived) of $120 per
     Limited Partner, regardless of the number of Units purchased by a Limited
     Partner.

     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 Registrant,
     receives a monthly consulting fee equal to 1/6 of 1% of the month-end
     Net Asset Value (approximately 2% annually).

     Five of the eight Trading Advisors receive monthly management fees
     calculated on their respective month-end Allocated Net Asset Value
     i.e., that portion of the Registrant's aggregate nominal assets each
     manages (paid quarterly).  The monthly management fees for such Advisors,
     irrespective of profits, are as follows:  FFI and WAI receive
     approximately .1667 of 1% (approximately 2% annually); RTC, DCM and
     RMR receive .0833 of 1% (approximately 1% annually); WTI, ACM and HII
     do not receive a management fee.  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 Registrant 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 Registrant may
     experience no change or a decline in its Net Asset Value because of the
     performance of other Advisor(s).  The Trading Manager, upon mutual
     consultation and agreement with the General Partner, may allocate or
     reallocate the Registrant'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 Registrant may employ other advisor
     services whose compensation may be calculated without regard to the
     losses which may be incurred by the present Advisors.  Similarly, the
     Registrant 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 Registrant's trading will be
     executed.  The General Partner selected Internationale Nederlanden (U.S.)
     Derivatives Clearing, Inc. (ING) as the Registrant's primary clearing
     broker.  ING is located at 209 South LaSalle St., Chicago, Illinois 60604.
     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 Registrant operates in only one industry segment, that of the
     speculative trading of futures, options and forward contracts and other
     commodity interests.

(g)  Narrative Description of Business
     ---------------------------------

     See discussion under Item 1(a) above.  See also "Description of Futures
     Trading", pages 81 to 84 of the Prospectus dated August 31, 1990, which
     is incorporated herein by reference.

(h)  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 Registrant's commodity pool operator, and the
     respective Advisors as a commodity trading advisor, to the Registrant.

     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 Registrant's trading.

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

(i)  Competition
     -----------

     The Registrant 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 Registrant 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 Registrant may also compete with other funds organized by
     the General Partner.

(j)  Financial Information About Foreign and Domestic Operations and Export
     Sales.
     ----------------------------------------------------------------------

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

Item 2.  Properties.

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

Item 3.  Legal Proceedings.

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

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

     There were no matters submitted to a vote of security holders during
     the fiscal year ended December 31, 1996.


                                   PART II


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

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

     There is no market for the Registrant'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 Registrant 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 Registrant, except any
     liability to partners on account of their capital contributions, have
     been paid and there remains property of the Registrant sufficient to
     pay them.

(b)  Holders
     -------

     The number of holders of record of Units of Partnership Interest as of
     December 31, 1996 was:

                 General Partner's Capital           2
                 Limited Partners' Capital       1,111

     At the commencement of trading on March 7, 1990 there were 290 Limited
     Partners holding 4338.5360 Units of Limited Partner Interest and one
     General Partner holding 46 Units of General Partner Interest.  At
     December 31, 1996 there were 1,111 Limited Partners holding 14,757.410
     Units, and 323.451 General Partner Units held by the General Partner
     and its principals.

(c)  Dividends
     ---------

     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 Registrant.  No such distributions have
     been made to date.

Item 6.  Selected Financial Data.

     Following is a summary of certain financial information for the
     Registrant for the periods April 28, 1989 (inception) through
     December 31, 1989, and calendar years 1991, 1992, 1993, 1994, 1995
     and 1996.

                                                                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


                                                                1994
                                                                ----

     Realized Gains (Losses)                                $  4,055,418
     Change in Unrealized Gains (Losses)
       on Open Contracts                                        (552,120)
     Interest Income                                           1,125,990
     Management Fees                                           1,777,968
     Incentive Fees                                            1,303,019
     Net Income (Loss)                                            98,340
     General Partner Capital                                     400,028
     Limited Partner Capital                                  25,844,617
     Partnership Capital                                      26,244,645
     Net Income (Loss) Per Limited and
       General Partner Unit*                                        4.31
     Net Asset Value Per Unit At
       End of Year                                              1,236.75


                                                                1993
                                                                ----

     Realized Gains (Losses)                                $  4,118,919
     Change in Unrealized Gains (Losses)
       on Open Contracts                                       1,152,364
     Interest Income                                             992,807
     Management Fees                                           2,102,440
     Incentive Fees                                              935,090
     Net Income (Loss)                                         2,433,194
     General Partner Capital                                     396,657
     Limited Partner Capital                                  29,451,023
     Partnership Capital                                      29,847,680
     Net Income (Loss) Per Limited and
       General Partner Unit*                                       93.83
     Net Asset Value Per Unit At
       End of Year                                              1,226.33


                                                                1992
                                                                ----

     Realized Gains (Losses)                                $  3,590,436
     Change in Unrealized Gains (Losses)
       on Open Contracts                                      (3,073,910)
     Interest Income                                           1,193,907
     Management Fees                                           2,162,211
     Incentive Fees                                              609,339
     Net Income (Loss)                                        (1,846,137)
     General Partner Capital                                     365,830
     Limited Partner Capital                                  30,972,746
     Partnership Capital                                      31,338,576
     Net Income (Loss) Per Limited and
       General Partner Unit*                                      (62.91)
     Net Asset Value Per Unit At
       End of Year                                              1,134.53


                                                                1991
                                                                ----

     Realized Gains (Losses)                                $ (1,079,816)
     Change in Unrealized Gains (Losses)
       on Open Contracts                                       3,593,826
     Interest Income                                           1,517,051
     Management Fees                                           1,632,446
     Incentive Fees                                              829,195
     Net Income (Loss)                                         1,046,330
     General Partner Capital                                     384,506
     Limited Partner Capital                                  36,458,906
     Partnership Capital                                      36,843,412
     Net Income (Loss) Per Limited and
       General Partner Unit*                                       42.85
     Net Asset Value Per Unit At
       End of Year                                              1,192.45


                                                                1990
                                                                ----

     Realized Gains (Losses)                                $  1,171,249
     Change in Unrealized Gains (Losses)
       on Open Contracts                                          22,528
     Interest Income                                             525,404
     Management Fees                                             375,994
     Incentive Fees                                              253,897
     Net Income (Loss)                                           911,948
     General Partner Capital                                     125,015
     Limited Partner Capital                                  12,225,120
     Partnership Capital                                      12,350,135
     Net Income (Loss) Per Limited and
       General Partner Unit*                                      131.88
     Net Asset Value Per Unit At
       End of Year                                              1,124.41


                                                                1989
                                                                ----

     Realized Gains (Losses)                                $          0
     Change in Unrealized Gains (Losses)
       on Open Contracts                                               0
     Interest Income                                                 120
     Management Fees                                                   0
     Incentive Fees                                                    0
     Net Income (Loss)                                              (636)
     General Partner Capital                                         682
     Limited Partner Capital                                         682
     Partnership Capital                                           1,364
     Net Income (Loss) Per Limited and
       General Partner Unit*                                     (318.00)
     Net Asset Value Per Unit At
       End of Year                                                682.00

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


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

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

     All of the Registrant's assets at December 31, 1996 were in cash or near
     cash investments.

     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 Registrant is currently not offering its Units for sale (See Item 1
     above.)  Since the Registrant'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 Registrant's profitability.

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

     The General Partner has established procedures to actively monitor and
     minimize the market and credit risk of the Registrant.  ATA Research,
     Inc. (ATA), in its capacity as Trading Manager of the Registrant, manages
     market risk through the monitoring of the Registrant's advisors and their
     trading in the various commodity markets.  The General Partner seeks to
     minimize credit risk primarily by keeping only minimal amounts of
     excess cash at the brokers, with excess cash being maintained in
     custodial or other accounts providing credit protection.  Additionally,
     the General Partner monitors risk based on its current knowledge of the
     brokers' credit worthiness.

     Due to the speculative nature of trading commodity interests, the
     Registrant's income or loss from operations may vary widely from period
     to period.  Management cannot predict whether the Registrant's future
     Net Asset Value per Unit will increase or experience a decline.
     Inflation is not a significant factor in the Registrant's operations,
     except to the extent that inflation may affect future prices.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

     Year Ended December 31, 1996
     ----------------------------

     1996 was the seventh year of the Registrant's operation.  Net income for
     the year was $833,088 or $49.25 per Unit.  At December 31, 1996,
     partners' capital totaled $18,870,133, a decrease of $3,156,927 from
     December 31, 1995.  Net Asset Value per Unit at December 31, 1996
     amounted to $1,251.26, as compared to $1,193.64 at December 31, 1995,
     an increase of 4.8%.

     The Registrant's income for 1996 resulted from substantial gains in the
     foreign interest rate markets for most of the year as well as gains
     in the energy and metals markets.  These gains were slightly offset by
     early losses in the bond and interest rate markets.

     Year Ended December 31, 1995
     ----------------------------

     In 1995, a net loss of $985,673, or $49.66 per Unit was incurred.  At
     December 31, 1995, partners' capital totalled $22,027,060, a decrease
     of $4,217,585 from December 31, 1994.  Net Asset Value per Unit at
     December 31, 1995 amounted to $1,193.64, as compared to $1,236.75
     at December 31, 1994, a decrease of 3.5%.

     The Registrant's overall flat performance was the result of early year
     losses in several markets, including the currency markets which were
     offset later in the year with significant gains in the agricultural,
     global bond and energy markets.

     Year Ended December 31, 1994
     ----------------------------

     At December 31, 1994 partners' capital totalled $26,244,645, a decrease
     of $3,603,035 from December 31, 1993.  Net income for the year was
     $98,340, or $4.31 per Unit.  At December 31, 1994, Net Asset Value per
     Unit amounted to $1,236.75, as compared with $1,226.33 per Unit at
     December 31, 1993, an increase of .85%.

     During 1994, the Registrant profited from agricultural markets such as
     wheat, soybeans, cotton and coffee. In addition, the industrial metals
     were profitable overall.  These gains were offset primarily by losses
     in the currency markets during early 1994.

(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 Registrant'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.  Disagreements on Accounting and Financial Disclosures.

     None.


                                     PART III


Item 10.  Directors and Executive Officers of the Registrant.

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

     Gary D. Halbert, age 44, is the Chairman, President, Director and a
     principal shareholder of ProFutures, Inc.  Debi Halbert, age 41, is the
     Treasurer, Director and a minority shareholder of ProFutures, Inc.

     There have been no material administrative, civil or criminal
     proceedings against Gary D. Halbert, Debi Halbert or ProFutures, Inc.

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% of the average month-end Net Assets per year),
     which aggregated $405,867 for 1996.  The General Partner also received an
     account opening fee of $120 per Limited Partner (prior to the termination
     of the offering as of May 30, 1991).

Item 12.  Security Ownership of Certain Beneficial Owners.

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

     The Registrant 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 Registrant's affairs.  As of December 31,
     1996 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 Registrant.


                                     PART IV


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

(a)  1.  Financial Statements

         See index to Financial Statements
         The Financial Statements begin on Page F-1

(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(a)      Form of Brokerage Agreement between the Registrant and
                       Balfour Maclaine Futures, Inc., the Clearing Broker.

         *10.2(b)      Form of Customer Agreements between Registrant and
                       Balfour Maclaine Futures, Inc., the Clearing Broker.

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

         *10.3(a)      Form of Advisory Agreement between the Registrant and
                       Fundamental Futures, Inc.

         *10.3(a)(1)   Third Amendment dated March 31, 1994 to Advisory
                       Contract between the Registrant and Fundamental
                       Futures, Inc.

         *10.3(b)      Form of Representations Letter of Fundamental Futures,
                       Inc.

         *10.3(c)      Form of Advisory Agreement between the Registrant and
                       LDL International, Inc.

         *10.3(d)      Form of Representations Letter of LDL International,
                       Inc.

         *10.3(e)      Form of Advisory Agreement between the Registrant and
                       Sunrise Commodities, Inc.

         *10.3(f)      Form of Representations Letter of Sunrise Commodities,
                       Inc.

         *10.3(g)      Form of Advisory Agreement between the Registrant and
                       Visioneering Research and Development Company.

         *10.3(h)      Form of Representations Letter of Visioneering
                       Research and Development Company.

         *10.3(i)      Form of Advisory Agreement between Registrant and D.J.
                       Mackenzie & Co., Inc.

         *10.3(j)      Form of Representation Letter of D.J. Mackenzie & Co.,
                       Inc.

         *10.3(k)      Advisory Contract among and between ATA Research, Inc.,
                       ProFutures, Inc. and Bishop Enderby Corporation dated
                       July 30, 1991.

         *10.3(l)      Advisory Contract among and between ATA Research, Inc.,
                       ProFutures, Inc. and Red Oak Advisors, Inc. dated
                       July 29, 1991.

         *10.3(m)      Advisory Contract among and between ATA Research, Inc.
                       ProFutures, Inc. and Heritage Commodity Consultants,
                       Inc. dated October 14, 1991.

         *10.3(n)      Advisory contract between the Registration and Insight
                       Enterprises, Inc. dated February 26, 1992.

         *10.3(o)      Advisory contract between the Registrant and Luck
                       Trading Company, Inc. dated March 11, 1992.

         *10.3(o)(1)   Amendment dated November 30, 1993 to Advisory Contract
                       between the Registrant  and Luck Trading Company, Inc.
                       dated March 11, 1992.

         *10.3(p)      Advisory contract between the Registrant and Trinity
                       Money Management, Inc. dated October 5, 1992.

         *10.3(q)      Advisory contract between the Registrant and Range
                       Wise, Inc. dated October 15, 1992.

         *10.3(q)(1)   Second Amendment dated March 31, 1994 to Advisory
                       Contract between the Registrant and Range Wise, Inc.

         *10.3(r)      Advisory contract between the Registrant and
                       Hollingsworth Trading Company, Inc. dated March 1,
                       1991.

         *10.3(s)      Advisory contract between the Registrant and FX 500
                       Ltd. dated January 22, 1993.

         *10.3(s)(1)   Second Amendment dated March 31, 1994 to Advisory
                       Contract between the Registrant and FX 500 Ltd.

         *10.3(t)      Advisory contract between the Registrant and Hawksbill
                       Capital Management dated June 24, 1993.

         *10.3(u)      Advisory contract between the Registrant and Wizard
                       Trading, Inc. dated December 3, 1993.

         *10.3(u)(1)   First Amendment dated March 31, 1994 to Advisory
                       Contract between the Registrant and Wizard Trading,
                       Inc.

         *10.3(v)      Advisory contract between the Registrant and Classic
                       Capital, Inc. dated December 3, 1993.

         *10.3(v)(1)   First Amendment dated March 31, 1994 to Advisory
                       Contract between the Registrant and Classic Capital,
                       Inc.

         *10.3(w)      Advisory Contract between the Registrant and
                       Willowbridge Associates, Inc.

         *10.3(x)      Advisory Contract between the Registrant and Rowayton
                       Capital Management Inc.

         *10.3(y)      Advisory Contract between the Registrant and Rainbow
                       Trading Corporation.

         *10.3(z)      Advisory Contract between the Registrant and Zack
                       Hampton Bacon, III.

         *10.3(a)(a)   Advisory Contract between the Registrant and Highline
                       Trading Corporation.

         *10.3(a)(b)   Advisory Contract between the Registrant and Considine
                       Trading Corp.

         *10.3(a)(c)   Advisory Contract between the Registrant and Rabar
                       Market Research, Inc.

         *10.3(a)(d)   Advisory Contract between the Registrant and
                       Niederhoffer Investments, Inc.

         *10.3(a)(e)   Advisory Contract between the Registrant and Riverfront
                       Trading Advisors, Inc.

         *10.3(a)(f)   Advisory Contract between the Registrant and Sheridan
                       Investments, 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 between
                       ProFutures, Inc. and Balfour Maclaine Futures, Inc.

         *10.4(d)      Form of Stock Subscription Agreement between
                       ProFutures, Inc. and Virginia Trading Corporation dated
                       April 15, 1990.

         *10.4(e)      Form of Stock Subscription Agreement between
                       ProFutures, Inc. and Virginia Trading Corporation,
                       dated August 15, 1990.

         *10.4(f)      Form of notice by Quantum Financial Services, Inc.
                       dated July 10, 1991 assuming contractual
                       responsibilities of Virginia Trading Corporation.

         *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; Form 10-Q for the quarter ended
     September 30, 1991; Forms 10-Q for the quarters ended March 31, 1992 and
     September 30, 1992; and Forms 10-Q for the quarters ended March 31,
     June 30 and September 30, 1993.  Form 10-K for the year 1994; and Forms
     10-Q for the quarters ended March 31, June 30 and September 30, 1994.
     Form 10-Q for the quarter ended March 31, 1995.

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

     None.

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

     Filed herein:

     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 Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



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




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



                                    By                                       
----------------------------          ---------------------------------------
Date                                  Debi Halbert, 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, 1996, 1995 and 1994                                   F-1

Statements of Financial Condition
  December 31, 1996 and 1995                                         F-2

Statements of Operations for the years ended
  December 31, 1996, 1995 and 1994                                   F-3

Statements of Changes in Partners' Capital
  (Net Asset Value) for the years ended
  December 31, 1996, 1995 and 1994                                   F-4

Notes to Financial Statements                                     F-5 - F-9


                            FINANCIAL STATEMENTS AND
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                       ALTERNATIVE ASSET GROWTH FUND, L.P

                          DECEMBER 31, 1996 AND 1995



                         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, 1996 and 1995, and
the related statements of operations and changes in partners' capital (net
asset value) for the years ended December 31, 1996, 1995 and 1994.  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, 1996 and 1995, and the results of its operations
and the changes in its net asset values for the years ended December 31, 1996,
1995 and 1994, in conformity with generally accepted accounting principles.







January 29, 1997


                                     F-1


                     ALTERNATIVE ASSET GROWTH FUND, L.P.
                      STATEMENTS OF FINANCIAL CONDITION
                         December 31, 1996 and 1995
                                ------------


                                                       1996          1995
                                                       ----          ----
ASSETS
  Equity in broker trading accounts
    Cash                                           $ 4,604,066   $ 6,212,851
    Net option premiums (received)                    (209,880)     (114,576)
    Unrealized gain on open contracts                  243,580     1,263,292
                                                   -----------   -----------

      Deposits with brokers                          4,637,766     7,361,567

  Cash and cash equivalents                         14,799,051    15,220,226
                                                   -----------   -----------

      Total assets                                 $19,436,817   $22,581,793
                                                   ===========   ===========

LIABILITIES
  Accounts payable                                 $     6,611   $    13,010
  Advisor incentive fees payable                       193,468       190,408
  Advisor management fees payable                       61,072        53,752
  Consultant fee payable                                32,125        37,157
  General Partner fee payable                           32,125        37,157
  Trading Manager fee payable                           16,062        18,578
  Commissions and other trading fees
    on open contracts                                   24,710        30,677
  Redemptions payable                                  200,511       173,994
                                                   -----------   -----------

      Total liabilities                                566,684       554,733
                                                   -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 323.451 units
    outstanding at December 31, 1996
    and 1995                                           404,722       386,084
  Limited Partners - 14,757.410 and
    18,130.272 units outstanding at
    December 31, 1996 and 1995                      18,465,411    21,640,976
                                                   -----------   -----------

      Total partners' capital
        (Net Asset Value)                           18,870,133    22,027,060
                                                   -----------   -----------

                                                   $19,436,817   $22,581,793
                                                   ===========   ===========


                            See accompanying notes.

                                      F-2


                      ALTERNATIVE ASSET GROWTH FUND, L.P.
                           STATEMENTS OF OPERATIONS
             For the Years Ended December 31, 1996, 1995 and 1994
                                  ------------


                                         1996          1995          1994
                                         ----          ----          ----
INCOME
  Trading gains (losses)
    Realized                         $ 3,478,456   $ 1,431,928   $ 4,055,418
    Change in unrealized              (1,019,712)      120,604      (552,120)
                                     -----------   -----------   -----------

      Gain from trading                2,458,744     1,552,532     3,503,298

  Interest income                      1,020,487     1,292,216     1,125,990
                                     -----------   -----------   -----------

      Total income                     3,479,231     2,844,748     4,629,288
                                     -----------   -----------   -----------

EXPENSES
  Brokerage commissions                  639,973     1,377,649     1,196,462
  Advisor incentive fees                 542,057       720,621     1,303,019
  Advisor management fees                242,364       313,000       416,788
  Consultant fee                         405,867       465,077       544,472
  General Partner fee                    405,867       465,077       544,472
  Trading Manager fee                    202,933       232,538       272,236
  Operating expenses                     207,082       256,459       253,499
                                     -----------   -----------   -----------

      Total expenses                   2,646,143     3,830,421     4,530,948
                                     -----------   -----------   -----------

      NET INCOME (LOSS)              $   833,088   $  (985,673)  $    98,340
                                     ===========   ===========   ===========

NET INCOME (LOSS) PER GENERAL
  AND LIMITED PARTNER UNIT
    (based on weighted average
     number of units outstanding
     during the year)                $     49.25   $    (49.66)  $      4.31
                                     ===========   ===========   ===========

INCREASE (DECREASE) IN NET
  ASSET VALUE PER GENERAL AND
  LIMITED PARTNER UNIT               $     57.62   $    (43.11)  $     10.42
                                     ===========   ===========   ===========


                            See accompanying notes.

                                     F-3


                     ALTERNATIVE ASSET GROWTH FUND, L.P.
        STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
            For the Years Ended December 31, 1996, 1995 and 1994
                                 ------------


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

Balances at
  December 31,
  1993                    24,339.097   $396,657   $29,451,023   $29,847,680

Net income for
  the year ended
  December 31,
  1994                                    3,371        94,969        98,340

Redemptions               (3,118.420)         0    (3,701,375)   (3,701,375)
                         -----------   --------   -----------   -----------

Balances at
  December 31,
  1994                    21,220.677    400,028    25,844,617    26,244,645

Net (loss) for
  the year ended
  December 31,
  1995                                  (13,944)     (971,729)     (985,673)

Redemptions               (2,766.954)         0    (3,231,912)   (3,231,912)
                         -----------   --------   -----------   -----------

Balances at
  December 31,
  1995                    18,453.723   $386,084   $21,640,976   $22,027,060

Net income for
  the year ended
  December 31,
  1996                                   18,638       814,450       833,088

Redemptions               (3,372.862)         0    (3,990,015)   (3,990,015)
                         -----------   --------   -----------   -----------

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


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

                                         December 31,
                               1996          1995          1994
                               ----          ----          ----

                            $1,251.26     $1,193.64     $1,236.75
                            =========     =========     =========


                           See accompanying notes.

                                     F-4


                      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.

         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.  Gains or losses are realized when contracts are
             liquidated. Net unrealized gain or loss on open contracts (the
             difference between contract purchase price and market price) is
             reported in the statement of financial condition in accordance
             with Financial Accounting Standards Board Interpretation No. 39
             - "Offsetting of Amounts Relating to Certain Contracts."  Any
             change in net unrealized gain or loss from the preceding period
             is reported in the statement of operations.

         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-5


                      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 General
         Partner is required by the Agreement of Limited Partnership to
         contribute to the Partnership an amount equal to at least 1% of the
         aggregate capital contributions of all partners, but not less than
         $100,000.  As of December 31, 1996, $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, at all times after the Partnership commences trading and
         so long as it remains General Partner of the Partnership, maintain
         a net worth not less than 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 a General Partner if such
         contributions are equal to or less than $2,500,000; and (ii) 10% of
         the aggregate capital contributions of any limited partnerships for
         which it shall act as a General Partner if such contributions
         exceed $2,500,000.

         ProFutures, Inc. has callable subscription agreements with
         Internationale Nederlanden (U.S.) Derivatives Clearing, Inc. (ING),
         whereby ING agrees to purchase or subscribe to (up to $19,000,090)
         the number of shares of common stock of ProFutures, Inc. necessary
         to maintain the General Partner net worth requirements.


                                     F-6


                      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.

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 .2% to 2.8% annually of allocated Net
         Asset Value.  In addition, the trading advisors receive quarterly
         incentive fees ranging from 20% to 29% of Trading Profits (as
         defined in the trading advisory contracts) on that portion of the
         Partnership's assets which they direct.

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.


                                      F-7


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


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

         The Partnership engages in the speculative trading of U.S. and
         foreign futures contracts, options on U.S. and foreign futures
         contracts, forward contracts and options on forward 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.

         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 and forward contracts and long and short options at
         market value.  The average fair value of derivatives during 1996 and
         1995 was approximately $610,000 and $670,000, respectively, and the
         related year end fair values are approximately $34,000 and
         $1,149,000, respectively.


                                      F-8


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


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

         Net trading results from derivatives for the years ended
         December 31, 1996, 1995 and 1994 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 futures contracts,
         options on futures contracts, forward contracts and options on
         forward contracts.

         Open contracts generally mature within one year, however, the
         Partnership intends to close all contracts prior to maturity.  At
         December 31, 1996 and 1995, the notional amount of open contracts
         is as follows:

                               1996                        1995
                               ----                        ----
                    Contracts to  Contracts to  Contracts to  Contracts to
                      Purchase        Sell        Purchase        Sell
                    ------------  ------------  ------------  ------------

 Derivatives
 (excluding
 purchased
 options):
  Futures
  contracts and
  written options
  thereon:
  -  Agriculture    $ 11,800,000  $  6,000,000  $ 11,900,000  $  3,600,000
  -  Currency and
      currency
      indices          3,800,000    12,200,000     2,100,000    10,300,000
  -  Energy              200,000       700,000     2,200,000       300,000
  -  Equity indices   48,300,000    28,900,000     6,200,000    23,300,000
  -  Interest rates   76,000,000    15,300,000   170,400,000    19,300,000
  -  Metals            5,400,000     9,300,000    10,300,000    13,800,000
  -  Other               700,000             0       200,000       900,000

 Purchased
 options on:
  Futures Contracts:
  -  Agriculture       1,100,000             0     1,000,000             0
  -  Currency and
     currency
     indices           2,700,000             0             0             0
  -  Equity indices    1,500,000    21,300,000             0             0
  -  Interest rates            0             0             0     2,400,000
  -  Metals            1,900,000             0     2,300,000             0
                    ------------  ------------  ------------  ------------

                    $153,400,000  $ 93,700,000  $206,600,000  $ 73,900,000
                    ============  ============  ============  ============


         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
         and minimize market and credit risk.  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-9