<PAGE>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended September 30, 2004
                               ------------------

                                       or

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

For the transition period from ____________________to________________________

Commission File number:  0-33311
                         -------



                        CAMPBELL ALTERNATIVE ASSET TRUST
                        --------------------------------
               (Exact name of registrant as specified in charter)

<TABLE>
<S>                                     <C>
          Delaware                                  52-1823554
   ----------------------                ----------------------------------
   (State of Organization)              (IRS Employer Identification Number)
</TABLE>

                              Court Towers Building
                          210 West Pennsylvania Avenue,
                            Baltimore, Maryland 21204
                            -------------------------
          (Address of principal executive offices, including zip code)

                                 (410) 296-3301
                                 --------------
              (Registrant's telephone number, including area code)


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, and (2) has been subject to such filing requirements
for the past 90 days.

Yes [X]         No [ ]


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2)

Yes [ ]      No [X]

================================================================================

                            Total number of Pages: 28
                                                  ----


<PAGE>
<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>      <C>        <C>                                                                                        <C>
PART I - FINANCIAL INFORMATION

         Item 1.    Financial Statements

                    Statements of Financial Condition as of September 30, 2004 (Unaudited)
                    and December 31, 2003 (Audited)                                                                3

                    Condensed Schedule of Investments as of September 30, 2004 (Unaudited)
                    and December 31, 2003 (Audited)                                                              4-5

                    Statements of Operations for the Three Months and Nine Months Ended
                    September 30, 2004 and 2003 (Unaudited)                                                        6

                    Statements of Cash Flows for the Nine Months Ended
                    September 30, 2004 and 2003 (Unaudited)                                                        7

                    Statements of Changes in Unitholders' Capital (Net Asset Value)
                    for the Nine Months Ended September 30, 2004 and 2003 (Unaudited)                              8

                    Notes to Financial Statements (Unaudited)                                                   9-14

         Item 2.    Management's Discussion and Analysis of Financial Condition and
                    Results of Operations                                                                      15-20

         Item 3.    Quantitative and Qualitative Disclosure About Market Risk                                  21-26

         Item 4.    Controls and Procedures                                                                       26

PART II - OTHER INFORMATION                                                                                       27

         Item 6.    Exhibits and Reports on Form 8-K                                                              27

SIGNATURES

CERTIFICATIONS
</TABLE>


                                      -2-


<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                        STATEMENTS OF FINANCIAL CONDITION
         September 30, 2004 (Unaudited) and December 31, 2003 (Audited)

<TABLE>
<CAPTION>
                                                                                    September 30,          December 31,
                                                                                         2004                  2003
                                                                                    -------------         -------------
<S>                                                                                 <C>                   <C>
ASSETS
    Equity in broker trading accounts
       Cash                                                                         $     951,821         $     968,325
       United States government securities                                             22,469,122            19,483,115
       Unrealized gain on open futures contracts                                          191,998               583,469
                                                                                    -------------         -------------
              Deposits with broker                                                     23,612,941            21,034,909

    Cash                                                                                9,123,614            11,024,981
    Unrealized gain on open forward contracts                                             587,110             1,105,648
                                                                                    -------------         -------------
              Total assets                                                            $33,323,665           $33,165,538
                                                                                    =============         =============
LIABILITIES
    Accounts payable                                                                $      24,291         $      23,676
    Brokerage fee                                                                          46,606                50,393
    Commissions and other trading fees
       on open contracts                                                                   11,263                 8,072
    Performance fee                                                                             0               246,065
    Offering costs payable                                                                 14,718                15,914
                                                                                    -------------         -------------

              Total liabilities                                                            96,878               344,120
                                                                                    -------------         -------------
UNITHOLDERS' CAPITAL (NET ASSET VALUE)
    Managing Owner - 1,413.580 units outstanding
       at September 30, 2004 and December 31, 2003                                      1,959,816             1,947,390
    Other Unitholders - 22,552.269 and 22,411.035
       units outstanding at September 30, 2004 and
       December 31, 2003                                                               31,266,971            30,874,028
                                                                                    -------------         -------------
              Total unitholders' capital
                 (Net Asset Value)                                                     33,226,787            32,821,418
                                                                                    -------------         -------------
                                                                                    $  33,323,665           $33,165,538
                                                                                    =============         =============
</TABLE>


                             See accompanying notes.


                                      -3-
<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                        CONDENSED SCHEDULE OF INVESTMENTS
                               September 30, 2004
                                   (Unaudited)

UNITED STATES GOVERNMENT SECURITIES

<TABLE>
<CAPTION>
                                                                                                                          % OF NET
  FACE VALUE     MATURITY DATE         DESCRIPTION                                                        VALUE          ASSET VALUE
  ----------     -------------         -----------                                                        -----          -----------
<S>              <C>              <C>                                                                  <C>               <C>
$ 14,500,000       11/04/04       U.S. Treasury Bill                                                   $14,480,417         43.58 %
$  4,000,000       10/07/04       U.S. Treasury Bill                                                     3,999,176         12.03 %
$  4,000,000       12/02/04       U.S. Treasury Bill                                                     3,989,529         12.01 %
                                                                                                       -----------         -----
                                  TOTAL UNITED STATES GOVERNMENT SECURITIES
                                  (COST, INCLUDING ACCRUED INTEREST, - $22,469,122)                    $22,469,122         67.62 %
                                                                                                       ===========         =====
</TABLE>

LONG FUTURES CONTRACTS

<TABLE>
<CAPTION>
                                                                                                                          % OF NET
                                  DESCRIPTION                                                              VALUE         ASSET VALUE
                                  -----------                                                              -----         -----------
<S>                               <C>                                                                  <C>               <C>
                                  Energy                                                               $     6,409         0.02  %
                                  Metals                                                                   112,412         0.34  %
                                  Stock index                                                              (77,638)       (0.23) %
                                  Short-term interest rates                                                  4,139         0.01  %
                                  Long-term interest rates                                                 304,619         0.91  %
                                                                                                       -----------         ----
                                  TOTAL LONG FUTURES CONTRACTS                                         $   349,941         1.05  %
                                                                                                       -----------         ----
</TABLE>

SHORT FUTURES CONTRACTS

<TABLE>
<CAPTION>
                                                                                                                          % OF NET
                                  DESCRIPTION                                                            VALUE          ASSET VALUE
                                  -----------                                                            -----          -----------
<S>                               <C>                                                                  <C>              <C>
                                  Energy                                                               $   (60,100)       (0.18) %
                                  Metals                                                                   (96,818)       (0.29) %
                                  Stock index                                                                 (704)       (0.00) %
                                  Short-term interest rates                                                   (321)       (0.00) %
                                                                                                       -----------         ----
                                  TOTAL SHORT FUTURES CONTRACTS                                        $  (157,943)       (0.47) %
                                                                                                       -----------         ----
                                  TOTAL FUTURES CONTRACTS                                              $   191,998         0.58  %
                                                                                                       ===========         ====
</TABLE>

FORWARD CURRENCY CONTRACTS

<TABLE>
<CAPTION>
                                                                                                                          % OF NET
                                  DESCRIPTION                                                            VALUE          ASSET VALUE
                                  -----------                                                            -----          -----------
<S>                               <C>                                                                  <C>              <C>
                                  Various long forward currency contracts                              $ 1,676,382         5.05  %
                                  Various short forward currency contracts                              (1,089,272)       (3.28) %
                                                                                                       -----------         ----
                                  TOTAL FORWARD CURRENCY CONTRACTS                                     $   587,110         1.77  %
                                                                                                       ===========         ====
</TABLE>

                             See accompanying notes.


                                      -4-


<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                  CONDENSED SCHEDULE OF INVESTMENTS (CONTINUED)

                                December 31, 2003
                                    (Audited)




UNITED STATES GOVERNMENT SECURITIES

<TABLE>
<CAPTION>
                                                                                                                          % OF NET
  FACE VALUE     MATURITY DATE         DESCRIPTION                                                       VALUE          ASSET VALUE
  ----------     -------------         -----------                                                       -----          -----------
<S>              <C>              <C>                                                                  <C>              <C>
$ 15,000,000       2/05/04        U.S. Treasury Bill                                                   $14,986,583         45.66 %
$  2,500,000       1/08/04        U.S. Treasury Bill                                                     2,499,577          7.62 %
$  2,000,000       3/04/04        U.S. Treasury Bill                                                     1,996,955          6.08 %
                                                                                                       -----------         -----
                                  TOTAL UNITED STATES GOVERNMENT SECURITIES
                                  (COST, INCLUDING ACCRUED INTEREST, - $19,483,115)                    $19,483,115         59.36 %
                                                                                                       ===========         =====
</TABLE>

LONG FUTURES CONTRACTS

<TABLE>
<CAPTION>
                                                                                                                          % OF NET
                                       DESCRIPTION                                                       VALUE          ASSET VALUE
                                       -----------                                                       -----          -----------
<S>                               <C>                                                                  <C>              <C>
                                  Energy                                                               $   143,959         0.44  %
                                  Metals                                                                    65,100         0.20  %
                                  Stock index                                                              470,707         1.43  %
                                  Short-term interest rates                                                 63,901         0.19  %
                                  Long-term interest rates                                                 (89,188)       (0.27) %
                                                                                                       -----------         ----
                                  TOTAL LONG FUTURES CONTRACTS                                         $   654,479         1.99  %
                                                                                                       -----------         ----
</TABLE>

SHORT FUTURES CONTRACTS

<TABLE>
<CAPTION>
                                                                                                                          % OF NET
                                       DESCRIPTION                                                       VALUE          ASSET VALUE
                                       -----------                                                       -----          -----------
<S>                               <C>                                                                  <C>              <C>
                                  Metals                                                               $   (32,212)       (0.10) %
                                  Short-term interest rates                                                  2,277         0.01  %
                                  Long-term interest rates                                                 (41,075)       (0.12) %
                                                                                                       -----------         ----
                                  TOTAL SHORT FUTURES CONTRACTS                                        $   (71,010)       (0.21) %
                                                                                                       -----------         ----
                                  TOTAL FUTURES CONTRACTS                                              $   583,469         1.78  %
                                                                                                       ===========         ====
</TABLE>

FORWARD CURRENCY CONTRACTS

<TABLE>
<CAPTION>
                                                                                                                          % OF NET
                                       DESCRIPTION                                                       VALUE          ASSET VALUE
                                       -----------                                                       -----          -----------
<S>                               <C>                                                                  <C>              <C>
                                  Various long forward currency contracts                              $ 2,217,724         6.76  %
                                  Various short forward currency contracts                              (1,112,076)       (3.39) %
                                                                                                       -----------         ----
                                  TOTAL FORWARD CURRENCY CONTRACTS                                     $ 1,105,648         3.37  %
                                                                                                       ===========         ====
</TABLE>

                             See accompanying notes.

                                      -5-
<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                            STATEMENTS OF OPERATIONS
     For the Three Months and Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended            Nine Months Ended
                                                            September 30,                September 30,
                                                       2004            2003          2004            2003
                                                       ----            ----          ----            ----
<S>                                                <C>            <C>            <C>            <C>
TRADING GAINS (LOSSES)
    Futures trading gains (losses)
       Realized                                    $  (688,863)   $  (703,444)   $ 2,426,358    $ 2,709,296
       Change in unrealized                            440,975       (360,559)      (391,471)    (1,234,041)
       Brokerage commissions                           (15,607)       (16,505)       (49,602)       (45,647)
                                                   -----------    -----------    -----------    -----------
              Gain (loss) from futures trading        (263,495)    (1,080,508)     1,985,285      1,429,608
                                                   -----------    -----------    -----------    -----------
    Forward trading gains (losses)
       Realized                                     (1,597,494)      (755,189)       754,409      3,450,310
       Change in unrealized                          1,094,534      1,114,911       (518,538)     1,151,855
       Brokerage commissions                            (2,454)        (2,832)        (6,607)       (11,943)
                                                   -----------    -----------    -----------    -----------
              Gain (loss) from forward trading        (505,414)       356,890        229,264      4,590,222
                                                   -----------    -----------    -----------    -----------
              Total trading gains (losses)            (768,909)      (723,618)     2,214,549      6,019,830
                                                   -----------    -----------    -----------    -----------
EXPENSES NET OF INTEREST INCOME

    Income

       Interest income                                 112,926         73,854        285,388        260,007
                                                   -----------    -----------    -----------    -----------
    Expenses

       Brokerage fee                                   239,985        215,792        759,638        694,532
       Performance fee                                       0              0      1,245,040        967,330
       Operating expenses                               15,148         13,788         48,503         48,302
                                                   -----------    -----------    -----------    -----------
              Total expenses                           255,133        229,580      2,053,181      1,710,164
                                                   -----------    -----------    -----------    -----------
              Expenses net of interest income         (142,207)      (155,726)    (1,767,793)    (1,450,157)
                                                   -----------    -----------    -----------    -----------
              NET INCOME (LOSS)                    $  (911,116)   $  (879,344)   $   446,756    $ 4,569,673
                                                   ===========    ===========    ===========    ===========
NET INCOME (LOSS) PER MANAGING
    OWNER AND OTHER UNITHOLDER
    UNIT (based on weighted average number
    of units outstanding during the period)        $    (38.10)   $    (36.84)   $     18.61    $    181.36
                                                   ===========    ===========    ===========    ===========
INCREASE (DECREASE) IN NET ASSET
    VALUE PER MANAGING OWNER
    AND OTHER UNITHOLDER UNIT                      $    (41.28)   $    (39.72)   $      8.79    $    142.52
                                                   ===========    ===========    ===========    ===========
</TABLE>

                             See accompanying notes.


                                      -6-
<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                            STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        2004                2003
                                                                        ----                ----
<S>                                                                <C>                 <C>
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES

    Net income                                                     $    446,756        $  4,569,673
       Adjustments to reconcile net income to net cash
          from (for) operating activities
              Net change in unrealized                                  910,009              82,186
              Decrease in accounts payable and
                 accrued expenses                                      (246,046)             (7,649)
              Net purchases of investments in United States
                 government securities                               (2,986,007)         (4,502,971)
                                                                   ------------        ------------

                    Net cash from (for) operating activities         (1,875,288)            141,239
                                                                   ------------        ------------

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES

    Addition of units                                                 1,786,767           1,419,108
    Decrease in subscriptions receivable                                      0           7,712,354
    Redemption of units                                              (1,588,269)         (8,473,869)
    Decrease in redemptions payable                                           0          (1,416,414)
    Offering costs charged                                             (239,885)           (219,327)
    Decrease in offering costs payable                                   (1,196)             (4,377)
                                                                   ------------        ------------

                    Net cash for financing activities                   (42,583)           (982,525)
                                                                   ------------        ------------

Net decrease in cash                                                 (1,917,871)           (841,286)

CASH
    Beginning of period                                              11,993,306          10,064,651
                                                                   ------------        ------------

    End of period                                                  $ 10,075,435        $  9,223,365
                                                                   ============        ============

End of period cash consists of:
    Cash in broker trading accounts                                $    951,821        $  1,157,906
    Cash                                                              9,123,614           8,065,459
                                                                   ------------        ------------

                    Total end of period cash                       $ 10,075,435        $  9,223,365
                                                                   ============        ============
</TABLE>


                             See accompanying notes.


                                      -7-
<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
         STATEMENTS OF CHANGES IN UNITHOLDERS' CAPITAL (NET ASSET VALUE)
              For the Nine Months Ended September 30, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Unitholders' Capital
                                         ------------------------------------------------------------------------------------------
                                                Managing Owner                 Other Unitholders                  Total
                                                --------------                 -----------------                  -----
                                            Units           Amount            Units        Amount           Units         Amount
                                            -----           ------            -----        ------           -----         ------
<S>                                      <C>             <C>            <C>             <C>            <C>             <C>
NINE MONTHS ENDED SEPTEMBER 30, 2004

Balances at
    December 31, 2003                        1,413.580   $  1,947,390      22,411.035   $ 30,874,028      23,824.615   $ 32,821,418

Net income for the nine months
    ended September 30, 2004                                   26,549                        420,207                        446,756

Additions                                        0.000              0       1,199.039      1,786,767       1,199.039      1,786,767

Redemptions                                      0.000              0      (1,057.805)    (1,588,269)     (1,057.805)    (1,588,269)

Offering costs                                                (14,123)                      (225,762)                      (239,885)
                                         -------------   ------------   -------------   ------------   -------------   ------------
Balances at
    September 30, 2004                       1,413.580   $  1,959,816      22,552.269   $ 31,266,971      23,965.849   $ 33,226,787
                                         =============   ============   =============   ============   =============   ============


NINE MONTHS ENDED SEPTEMBER 30, 2003

Balances at
    December 31, 2002                        6,000.000   $  6,747,480      23,214.940   $ 26,106,998      29,214.940   $ 32,854,478

Net income for the nine months
    ended September 30, 2003                                1,064,833                      3,504,840                      4,569,673

Additions                                        0.000              0       1,131.034      1,419,108       1,131.034      1,419,108

Redemptions                                 (4,586.420)    (6,000,000)     (1,964.955)    (2,473,869)     (6,551.375)    (8,473,869)

Offering costs                                                (21,166)                      (198,161)                      (219,327)
                                         -------------   ------------   -------------   ------------   -------------   ------------
Balances at
    September 30, 2003                       1,413.580   $  1,791,147      22,381.019   $ 28,358,916      23,794.599   $ 30,150,063
                                         =============   ============   =============   ============   =============   ============
</TABLE>


<TABLE>
<CAPTION>
                                        Net Asset Value Per Managing Owner and Other Unitholder Unit
                                        ------------------------------------------------------------
                                      September 30,     December 31,      September 30,    December 31,
                                          2004              2003              2003             2002
                                          ----              ----              ----             ----
<S>                                   <C>              <C>                <C>              <C>
                                        $1,386.42         $1,377.63         $1,267.10        $1,124.58
                                        =========         =========         =========        =========
</TABLE>


                             See accompanying notes.


                                      -8-
<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


        A.  General Description of the Trust

            Campbell Alternative Asset Trust (the Trust) is a Delaware statutory
            trust which operates as a commodity investment pool. The Trust was
            formed on May 3, 2000 and commenced trading on October 1, 2001. The
            Trust engages in the speculative trading of futures contracts and
            forward contracts.

            As of December 31, 2002, units are no longer offered to the public,
            but are offered exclusively for sale to the Campbell & Company, Inc.
            401(K) Plan (the 401(K) Plan). At September 30, 2004, the 401(K)
            Plan held approximately 41% of the Trust's outstanding units.

        B.  Regulation

            As a registrant with the Securities and Exchange Commission, the
            Trust is subject to the regulatory requirements under the Securities
            Act of 1933 and the Securities Exchange Act of 1934. As a commodity
            investment pool, the Trust 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 the
            various commodity exchanges where the Trust executes transactions.
            Additionally, the Trust is subject to the requirements of futures
            commission merchants (brokers) and interbank market makers through
            which the Trust trades.

        C.  Method of Reporting

            The Trust's financial statements are presented in accordance with
            accounting principles generally accepted in the United States of
            America, which require the use of certain estimates made by the
            Trust's management. Transactions are accounted for on the trade
            date. Gains or losses are realized when contracts are liquidated.
            Unrealized gains and losses on open contracts (the difference
            between contract trade price and market price) are reported 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." The market
            value of futures (exchange-traded) contracts is determined by the
            various futures exchanges, and reflects the settlement price for
            each contract as of the close of the last business day of the
            reporting period. The market value of forward (non-exchange traded)
            contracts is extrapolated on a forward basis from the spot prices
            quoted as of 5:00 P.M. (E.T.) of the last business day of the
            reporting period. Any change in net unrealized gain or loss from the
            preceding period is reported in the statement of operations.
            Brokerage commissions and other trading fees paid directly to the
            broker are included in "brokerage fee" and are charged to expense
            when contracts are opened. United States government securities are
            stated at cost plus accrued interest, which approximates market
            value.

            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 units outstanding.


                                      -9-


<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


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

        D.  Income Taxes

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

        E.  Offering Costs

            Campbell & Company, Inc. (Campbell & Company) has incurred all costs
            in connection with the initial and continuous offering of units of
            the Trust (offering costs). Offering costs are charged to the Trust
            at a monthly rate of 1/12 of 0.9% (0.9% annualized) of the Trust's
            month-end net asset value (as defined in the Amended and Restated
            Declaration of Trust and Trust Agreement) until such amounts are
            fully reimbursed. Such amounts are charged directly to unitholders'
            capital. The Trust is only liable for payment of offering costs on a
            monthly basis. At September 30, 2004, the Trust reflects a liability
            in the statement of financial condition for offering costs payable
            to Campbell & Company of $14,718.

            The offering costs for which Campbell & Company are being reimbursed
            relate to the offering of units of the Trust to all unitholders
            except the 401(K) Plan. Therefore, Campbell & Company rebates to the
            401(K) Plan the offering costs charged to the 401(K) Plan. All such
            rebates are made by issuing additional units to the 401(K) Plan.

            If the Trust terminates prior to completion of payment to Campbell &
            Company for the unreimbursed offering costs incurred through the
            date of such termination, Campbell & Company will not be entitled to
            any additional payments, and the Trust will have no further
            obligation to Campbell & Company. At September 30, 2004, the amount
            of unreimbursed offering costs incurred by Campbell & Company is
            $825,286.

        F.  Foreign Currency Transactions

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

        G.  Reclassification

            Certain amounts in the 2003 financial statements were reclassified
            to conform with the 2004 presentation.


                                      -10-

<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 2. MANAGING OWNER AND COMMODITY TRADING ADVISOR

            The managing owner of the Trust is Campbell & Company, which
            conducts and manages the business of the Trust. Campbell & Company
            is also the commodity trading advisor of the Trust. The Amended and
            Restated Declaration of Trust and Trust Agreement requires Campbell
            & Company to maintain a capital account equal to 1% of the total
            capital accounts of the Trust. Additionally, Campbell & Company is
            required by the Amended and Restated Declaration of Trust and Trust
            Agreement to maintain a net worth of not less than $1,000,000.

            The Trust pays a monthly brokerage fee of 1/12 of 2.85% (2.85%
            annualized) of month-end net assets to Campbell & Company and
            approximately $6 per round turn to the broker for execution and
            clearing costs. Such costs are limited to 3.5% of average month-end
            net assets per year. From the 2.85% fee, a portion (0.35%) is used
            to compensate selling agents for administrative services and a
            portion (2.5%) is retained by Campbell & Company for trading and
            management services rendered.

            Campbell & Company is also paid a performance fee equal to 20% of
            New Appreciation (as defined) calculated as of the end of each
            calendar quarter and upon redemption of units.

            Effective January 1, 2003, Campbell & Company rebates to the 401(K)
            Plan the brokerage fee and the performance fee applicable to the
            401(K) Plan. All such rebates are made by issuing additional units
            to the 401(K) Plan.

Note 3. TRUSTEE

            The trustee of the Trust is Wachovia Trust Company, National
            Association, a national banking association. The trustee has
            delegated to the managing owner the duty and authority to manage the
            business and affairs of the Trust and has only nominal duties and
            liabilities with respect to the Trust.

Note 4. DEPOSITS WITH BROKER

            The Trust deposits assets with a broker subject to Commodity Futures
            Trading Commission regulations and various exchange and broker
            requirements. Margin requirements are satisfied by the deposit of
            U.S. Treasury bills and cash with such broker. The Trust earns
            interest income on its assets deposited with the broker.

Note 5. OPERATING EXPENSES

            Operating expenses of the Trust are restricted by the Amended and
            Restated Declaration of Trust and Trust Agreement to 0.40% per annum
            of the average month-end Net Asset Value of the Trust.

Note 6. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

            Investments in the Trust are made by subscription agreement, subject
            to acceptance by Campbell & Company.

            The Trust is not required to make distributions, but may do so at
            the sole discretion of Campbell & Company. A unitholder may request
            and receive redemption of units owned, subject to restrictions in
            the Amended and Restated Declaration of Trust and Trust Agreement.


                                      -11-
<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 7. TRADING ACTIVITIES AND RELATED RISKS

            The Trust engages in the speculative trading of U.S. and foreign
            futures contracts and forward contracts (collectively,
            "derivatives"). The Trust 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 contracts requires margin deposits with
            the broker. 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 amount of required margin and good faith deposits with the
            broker and interbank market makers usually range from 10% to 30% of
            Net Asset Value. The market value of securities held by the broker
            at September 30, 2004 and December 31, 2003 were $22,469,122 and
            $19,483,115, respectively, which equals 68% and 59% of Net Asset
            Value, respectively. The cash deposited with interbank market makers
            at September 30, 2004 and December 31, 2003 were $9,091,392 and
            $10,999,058, respectively, which equals 27% and 34% of Net Asset
            Value, respectively.

            The Trust trades forward contracts in unregulated markets between
            principals and assumes the risk of loss from counterparty
            nonperformance. Accordingly, the risks associated with forward
            contracts are generally greater than those associated with exchange
            traded contracts because of the greater risk of counterparty
            default. Additionally, the trading of forward contracts typically
            involves delayed cash settlement.

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

            For derivatives, risks arise from changes in the market value of the
            contracts. Theoretically, the Trust is exposed to a market risk
            equal to the notional contract value of futures and forward
            contracts purchased and unlimited liability on such contracts sold
            short.

            The unrealized gain (loss) on open futures and forward contracts is
            comprised of the following:

<TABLE>
<CAPTION>
                                                      Futures Contracts             Forward Contracts
                                                      (exchange traded)           (non-exchange traded)
                                                 September 30,    December 31,  September 30,  December 31,
                                                      2004           2003           2004           2003
                                                  -----------    -----------    -----------    -----------
<S>                                             <C>              <C>            <C>            <C>
            Gross unrealized gains                $   495,381    $   787,909    $ 1,706,125    $ 2,379,878
            Gross unrealized losses                  (303,383)      (204,440)    (1,119,015)    (1,274,230)
                                                  -----------    -----------    -----------    -----------
            Net unrealized gain                   $   191,998    $   583,469    $   587,110    $ 1,105,648
                                                  ===========    ===========    ===========    ===========
</TABLE>


                                      -12-
<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 7. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

            Open contracts generally mature within three months; as of September
            30, 2004, the latest maturity date for open futures contracts is
            June 2005, and the latest maturity date for open forward contracts
            is December 2004. However, the Trust intends to close all contracts
            prior to maturity.

            Campbell & Company 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. Campbell &
            Company's basic market risk control procedures consist of
            continuously monitoring open positions, diversification of the
            portfolio and maintenance of a margin-to-equity ratio that rarely
            exceeds 30%. Campbell & Company seeks to minimize credit risk
            primarily by depositing and maintaining the Trust's assets at
            financial institutions and brokers which Campbell & Company believes
            to be creditworthy. The unitholders 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.

Note 8. INTERIM FINANCIAL STATEMENTS

            The statement of financial condition as of September 30, 2004,
            including the September 30, 2004 condensed schedule of investments,
            the statements of operations for the three months and nine months
            ended September 30, 2004 and 2003, and the statements of cash flows
            and changes in unitholders' capital (Net Asset Value) for the nine
            months ended September 30, 2004 and 2003 are unaudited. In the
            opinion of management, such financial statements reflect all
            adjustments, which were of a normal and recurring nature, necessary
            for a fair presentation of financial position as of September 30,
            2004, the results of operations for the three months and nine months
            ended September 30, 2004 and 2003, and cash flows for the nine
            months ended September 30, 2004 and 2003.


                                      -13-
<PAGE>
                        CAMPBELL ALTERNATIVE ASSET TRUST
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 9. FINANCIAL HIGHLIGHTS

            The following information presents per unit operating performance
            data and other supplemental financial data for the three months and
            nine months ended September 30, 2004 and 2003. This information has
            been derived from information presented in the financial statements.

<TABLE>
<CAPTION>
                                                            Three months ended          Nine months ended
                                                              September 30,                September 30,
                                                           2004          2003          2004           2003
                                                        (Unaudited)   (Unaudited)   (Unaudited)    (Unaudited)
<S>                                                     <C>           <C>           <C>           <C>
PER UNIT PERFORMANCE

(for a unit outstanding throughout the entire period)

Net asset value per unit at beginning of period         $1,427.70     $1,306.82     $1,377.63     $1,124.58
                                                        ---------     ---------     ---------     ---------
Income (loss) from operations:

       Total trading gains (losses) (1)                    (32.16)       (30.35)        92.42        208.77
       Expenses net of interest income (1)                  (5.95)        (6.52)       (73.64)       (57.55)
                                                        ---------     ---------     ---------     ---------
              Total income (loss) from operations          (38.11)       (36.87)        18.78        151.22
                                                        ---------     ---------     ---------     ---------
Offering costs (1)                                          (3.17)        (2.85)        (9.99)        (8.70)
                                                        ---------     ---------     ---------     ---------
Net asset value per unit at end of period               $1,386.42     $1,267.10     $1,386.42     $1,267.10
                                                        =========     =========     =========     =========
TOTAL RETURN (3)                                            (2.89)%       (3.04)%      0.64 %       12.67 %
                                                        =========     =========     =========     =========
SUPPLEMENTAL DATA
Ratios to average net asset value:
       Expenses prior to performance fee (4)                (3.03)%       (3.02)%       (3.09)%       (3.14)%
       Performance fee (3)                                   0.00 %        0.00 %       (3.57)%       (3.07)%
                                                        ---------     ---------     ---------     ---------
              Total expenses                                (3.03)%       (3.02)%       (6.66)%       (6.21)%
                                                        =========     =========     =========     =========
       Expenses net of interest income (2), (4)             (1.69)%       (2.05)%       (2.00)%       (2.04)%
                                                        =========     =========     =========     =========
</TABLE>

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

----------

(1) Expenses net of interest income per unit and offering costs per unit are
    calculated by dividing the expenses net of interest income and offering
    costs by the average number of units outstanding during the period. Total
    trading gains (losses) is a balancing amount necessary to reconcile the
    change in net asset value per unit with the other per unit information.

(2) Excludes performance fee.

(3) Not annualized.

(4) Annualized.


                                      -14-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Introduction

The offering of Campbell Alternative Asset Trust's (the "Trust") Units of
Beneficial Interest commenced on May 15, 2001, and the initial offering
terminated on September 30, 2001 with proceeds of $15,821,743. The continuing
offering period commenced immediately after the termination of the initial
offering period; additional subscriptions totaling $26,875,768 have been
accepted during the continuing offering period as of September 30, 2004.
Redemptions over the same time period total $19,732,296. The Trust commenced
operations on October 1, 2001.

As of December 31, 2002, units are no longer offered to the public, but are
offered exclusively for sale to the Campbell & Company, Inc. 401(K) Plan.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expense during the reporting
period. Management believes that the estimates utilized in preparing the
financial statements are reasonable and prudent; however, actual results could
differ from those estimates. The Trust's significant accounting policies are
described in detail in Note 1 of the Financial Statements.

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

Capital Resources

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

Liquidity

Most United States commodity exchanges limit fluctuations in futures contracts
prices during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits." During a single trading day, no trades
may be executed at prices beyond the daily limit. Once the price of a futures
contract has reached the daily limit for that day, positions in that contract
can neither be taken nor liquidated. Futures prices have occasionally moved the
daily limit for several consecutive days with little or no trading. Similar
occurrences could prevent the Trust from promptly liquidating unfavorable
positions and subject the Trust to substantial losses which could exceed the
margin initially committed to such trades. In addition, even if futures prices
have not moved the daily limit, the Trust may not be


                                      -15-
<PAGE>
able to execute futures trades at favorable prices if little trading in such
contracts is taking place. Other than these limitations on liquidity, which are
inherent in the Trust's futures trading operations, the Trust's assets are
expected to be highly liquid.

The entire offering proceeds, without deductions, will be credited to the
Trust's bank and brokerage accounts to engage in trading activities and as
reserves for that trading. The Trust meets its margin requirements by depositing
U.S. government securities with the futures broker and the over-the-counter
counterparties. In this way, substantially all (i.e., 95% or more) of the
Trust's assets, whether used as margin for trading purposes or as reserves for
such trading, can be invested in U.S. government securities and time deposits
with U.S. banks. Investors should note that maintenance of the Trust's assets in
U.S. government securities and banks does not reduce the risk of loss from
trading futures and forward contracts. The Trust receives all interest earned on
its assets. No other person shall receive any interest or other economic
benefits from the deposit of Trust assets.

Approximately 10% to 30% of the Trust's assets normally are committed as
required margin for futures contracts and held by the futures broker, although
the amount committed may vary significantly. Such assets are maintained in the
form of cash or U.S. Treasury bills in segregated accounts with the futures
broker pursuant to the Commodity Exchange Act and regulations thereunder.
Approximately 10% to 30% of the Trust's assets are deposited with
over-the-counter counterparties in order to initiate and maintain forward
contracts. Such assets are not held in segregation or otherwise regulated under
the Commodity Exchange Act, unless such over-the-counter counterparty is
registered as a futures commission merchant. These assets are held either in
U.S. government securities or short-term time deposits with U.S.-regulated bank
affiliates of the over-the-counter counterparties. The remaining 40% to 80% of
the Trust's assets will normally be invested in cash equivalents, such as U.S.
Treasury bills, and held by the futures broker or the over-the-counter
counterparties.

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


RESULTS OF OPERATIONS

The returns for the nine months ending September 30, 2004 and 2003 were 0.64%
and 12.67%, respectively.

2004

For the 2004 year-to-date increase of the 0.64%, approximately 6.55% was due to
trading gains (before commissions) and approximately 0.82% was due to interest
income, offset by approximately 6.73% due to brokerage fees, performance fees,
and operating cost and offering costs borne by the Trust. An analysis of the
6.55% trading gains by sector is as follows:


                                      -16-
<PAGE>

<TABLE>
<CAPTION>
SECTOR                                                  % GAIN (LOSS)
------                                                  -------------
<S>                                                     <C>
Interest Rates                                              8.19 %

Energy                                                      1.87

Currencies                                                  0.94

Metals                                                     (0.31)

Stock Indices                                              (4.14)
                                                           ------

                                                            6.55 %
                                                           ======
</TABLE>


The year began with the Trust posting a positive return in January despite
significant volatility throughout the month. The weak U.S. Dollar continued to
drive most global markets, including many that had no apparent or direct
connection to the Dollar, and in circumstances such as this, subtle shifts in
perception can have a disproportionate impact on prices. The Dollar traded lower
throughout the month, which was profitable for the Trust's currency positions.
Much of the gain reversed late in the month when markets reacted violently when
the Federal Open Market Committee (FOMC) slightly restated its short-term
interest rate bias. The interest rate sector was slightly positive despite also
having suffered a reversal of earlier gains following the FOMC announcement. The
stock index and metals sectors had small losses for the month.

The Trust had a strong positive return in February as the trends that were in
place at the end of January persisted. The continued concern over the record
U.S. budget deficit and current account imbalance kept downward pressure on the
U.S. Dollar and resulted in strong gains in the currency sector. The weak Dollar
in return reinforced several related trends, including the continued rise in
energy prices, resulting in positive returns in the energy sector. The interest
rates sector was also profitable for the month as European interest rate
instruments traded higher.

All of the gain for the month of March came from the interest rate sector as
U.S. Treasuries continued to trade higher, while a weakening U.S. Dollar also
contributed solid returns. The energy sector was moderately positive, while the
equity index sector was moderately negative.

In April, interest rates finally reversed course and started to head higher in
response to a perceived change in stance by the U.S. Federal Reserve. In the
days that followed, most major market trends also reversed. Fixed income
instruments sold off hard and the U.S. Dollar rallied, while precious and base
metals and many other physical commodities traded sharply lower. The equities
markets also fell. Only the continued rise in energy prices provided modest
gains for the Trust in April.

May was a difficult month for systematic trend following strategies and the
Trust finished the month with slightly negative performance. Crude oil set
record high prices during the month, which led to gains for the Trust in the
energy sector. Most fixed income and currency contracts experienced a classic
whipsaw. They began the month with the continuation of April's reversals, but
ended the month with a strong rally. Equity prices continued to weaken in the
face of higher energy prices and global political uncertainty, which led to
losses in the stock indices sector.


                                      -17-
<PAGE>
June was another month of choppy, range-bound trading, which resulted in
negative performance for the Trust in all sectors. The market impact of
unfolding events in Iraq had diminished greatly, and many traders were reluctant
to take positions ahead of the Federal Reserve Bank's June 30 interest rate
announcement. Absent any other significant news, the markets remained trendless
and did not provide the opportunities needed to produce positive returns.

July was a slightly negative month as most markets the Trust traded continued to
oscillate in relatively narrow ranges. Interest rate instruments traded lower
and then rallied on weaker than expected economic statistics, while equity
indices rallied and then declined amid broad earnings disappointments. The U.S.
dollar traded in a narrow range. The only sector to show any real life was the
energy sector, where in classic whipsaw fashion the Trust exited most of its
long positions just before crude oil prices rallied to all-time highs.

August performance was negative as most financial markets continued to be bound
by the ranges which had been in place previously. Fixed income instruments
rallied profitably during the month, but these gains were quickly offset by
losses in the currency sector as the U.S. Dollar strengthened. Small losses
resulted from stock index trading as a six-week downtrend reversed sharply,
mirroring the rise and fall of crude oil prices. The Trust's exposure to the
highly volatile energy sector was minor as a result of filters that kept the
Trust out of that sector.

The losses for the Trust continued in September as listless market conditions
persisted. While U.S. Dollar and interest rate instruments traded in narrow
ranges, the Trust managed small profits in these sectors. These gains were
largely offset by losses in the Trust's small positions in the volatile energy
sector. The largest losses for the month came from the equity index positions as
positive economic reports late in the month caused stocks to rally towards
90-day highs.

2003

The return for the nine months ended September 30, 2003 was 12.67%. Of the 2003
increase, approximately 18.15% was due to trading gains (before commissions),
approximately 0.83% was due interest income offset by approximately 6.31% due to
brokerage fees, performance fees, and operating and offering costs borne by the
Trust. An analysis of the 18.15% trading loss by sector is as follows:

<TABLE>
<CAPTION>
SECTOR                                                  % GAIN (LOSS)
------                                                  -------------
<S>                                                     <C>
Currencies                                                  14.59 %

Energy                                                       1.67

Stock Indices                                                1.52

Interest Rates                                               0.87

Agricultural                                                 0.02

Metals                                                      (0.52)
                                                           ------

                                                            18.15 %
                                                           ======
</TABLE>

The long-term trends that created so much opportunity for the Trust in 2002
continued in January 2003. Profits were earned in every sector other than stock
indices. However, the environment was one where a single event, the prospect of
war with Iraq, was driving the Trust's whole portfolio.


                                      -18-
<PAGE>
While the Trust's systematic and disciplined trading strategies continued to
keep it engaged, leverage was subsequently decreased to protect against
significant losses which could result from potential sharp and extended
reversals in core positions.

The Trust was positive again in February with metals being the only negative
sector. Strong momentum in energy, fixed income, currencies and stock indices
continued, largely as a result of the troubled global geopolitical outlook. In
order to mitigate the risk of potential sharp reversals in trends, the Trust
maintained a lower-than-normal level of leverage during the month.

The long awaited market reversal occurred in March. Initially energy, precious
metals and fixed income markets all sold off sharply, while equities and the
U.S. Dollar rallied. Several days into this correction, these markets all sold
off suddenly, as hopes of a quick victory in Iraq subsided. With significantly
reduced leverage, the losses the Trust sustained were relatively modest, giving
the Trust a positive first quarter.

In April, the Trust's leverage was returned to a more normal level, but the
portfolio was not fully engaged in many markets due to the lack of strong
trends. Many markets had calmed significantly at this time, but uncertainty was
still prevalent in global markets due to the many unresolved geopolitical
issues. A strong performance in the currencies sector was partially offset by
negative performances in the metals and stock index sectors.

In May, the uncertainty that remained in April dominated the markets the Trust
trades and led to another positive month. While corporate earnings looked
stronger, unemployment, overcapacity and the ongoing threat of terrorism still
loomed large over the global financial markets. The US dollar weakened further
against the other major currencies despite the concern expressed by the United
States' trade partners over the impact this would have on global trade. Interest
rates were the best performing sector for the Trust particularly at the long end
of the yield curve, where higher prices reflected lower rates. Currency cross
rates were also positive, while losses in the energy, stock index and currency
sectors offset some of those gains.

With a small negative result for June, the Trust finished the first half of 2003
with a solid double-digit return. Profits for the month were earned in the
currency sector while long-term interest rates lost value as yield curves
steepened, particularly the Japanese government bond. Short-term interest rates
and stock index sectors contributed modest gains for the month, while the
energy, metals and currency cross-rates contributed small losses. While the
global economy was looking better than it had for several years, many
substantive uncertainties remained.

The Trust's performance for July was negative due to significant price reversals
in the Trust's largest positions. The U.S. Dollar's strong rally caused losses
in the Trust's currency and cross rate sectors. In addition, the sudden sharp
sell-off in long-term bonds resulted in losses in the Trust's long positions.
These losses were partially offset by gains in the Trust's long equity index
positions as investor confidence grew in the economic recovery and the potential
for improved growth.

The stock indices sector was the best performing sector for the month of August
as the U.S. equity markets posted their sixth straight month of gains. Much of
this was attributed to improving consumer confidence, federal tax cuts and
increased defense spending. The energy sector contributed positive returns as
crude oil remained above the thirty-dollar level on continuing supply concerns.
Also, the Trust's short positions in the Japanese Government Bond provided a
significant portion of the month's gains.


                                      -19-
<PAGE>
In September, the currency sector was the only significantly positive sector as
short U.S. Dollar positions benefited from continued weakness in the U.S.
Dollar. After showing positive returns for most of the month, sudden reversals
in the fixed income, equity and energy markets washed out the gains in the
currency sector and put the Trust's portfolio into negative territory late in
the month. The Trust finished the 3rd quarter with a negative return, but was
positive year-to-date.

OFF-BALANCE SHEET RISK

The term "off-balance sheet risk" refers to an unrecorded potential liability
that, even though it does not appear on the balance sheet, may result in future
obligation or loss. The Trust trades in futures, forward and swap contracts and
is therefore a party to financial instruments with elements of off-balance sheet
market and credit risk. In entering into these contracts there exists a risk to
the Trust, market risk, that such contracts may be significantly influenced by
market conditions, such as interest rate volatility, resulting in such contracts
being less valuable. If the markets should move against all of the futures
interests positions of the Trust at the same time, and if the Trust's trading
advisor was unable to offset futures interests positions of the Trust, the Trust
could lose all of its assets and the Unitholders would realize a 100% loss.
Campbell & Company, Inc., the managing owner (who also acts as trading advisor),
minimizes market risk through real-time monitoring of open positions,
diversification of the portfolio and maintenance of a margin-to-equity ratio
that rarely exceeds 30%.

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

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

DISCLOSURES ABOUT CERTAIN TRADING ACTIVITIES THAT INCLUDE NON-EXCHANGE TRADED
CONTRACTS ACCOUNTED FOR AT FAIR VALUE

The Trust invests in futures and forward currency contracts. The market value of
futures (exchange-traded) contracts is determined by the various futures
exchanges, and reflects the settlement price for each contract as of the close
of the last business day of the reporting period. The market value of forward
(non-exchange traded) contracts is extrapolated on a forward basis from the spot
prices quoted as of 5:00 P.M. (E.T.) of the last business day of the reporting
period.


                                      -20-
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTRODUCTION

Past Results Not Necessarily Indicative of Future Performance

         The Trust is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
a substantial amount of the Trust's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Trust's main line of business.

         Market movements result in frequent changes in the fair market value of
the Trust's open positions and, consequently, in its earnings and cash flow. The
Trust's market risk is influenced by a wide variety of factors, including the
level and volatility of exchange rates, interest rates, equity price levels, the
market value of financial instruments and contracts, the diversification effects
among the Trust's open positions and the liquidity of the markets in which it
trades.

         The Trust rapidly acquires and liquidates both long and short positions
in a wide range of different markets. Consequently, it is not possible to
predict how a particular future market scenario will affect performance, and the
Trust's past performance is not necessarily indicative of its future results.

         Value at Risk is a measure of the maximum amount which the Trust could
reasonably be expected to lose in a given market sector. However, the inherent
uncertainty of the Trust's speculative trading and the recurrence in the markets
traded by the Trust of market movements far exceeding expectations could result
in actual trading or non-trading losses far beyond the indicated Value at Risk
or the Trust's experience to date (i.e., "risk of ruin"). Risk of ruin is
defined to be no more than a 5% chance of losing 20% or more on a monthly basis.
In light of the foregoing as well as the risks and uncertainties intrinsic to
all future projections, the inclusion of the quantification included in this
section should not be considered to constitute any assurance or representation
that the Trust's losses in any market sector will be limited to Value at Risk or
by the Trust's attempts to manage its market risk.

Standard of Materiality

         Materiality as used in this section, "Quantitative and Qualitative
Disclosures About Market Risk," is based on an assessment of reasonably possible
market movements and the potential losses caused by such movements, taking into
account the leverage, and multiplier features of the Trust's market sensitive
instruments.

QUANTIFYING THE TRUST'S TRADING VALUE AT RISK

Quantitative Forward-Looking Statements

         The following quantitative disclosures regarding the Trust's market
risk exposures contain "forward-looking statements" within the meaning of the
safe harbor from civil liability provided


                                      -21-
<PAGE>
for such statements by the Private Securities Litigation Reform Act of 1995 (set
forth in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). All quantitative disclosures in this section
are deemed to be forward-looking statements for purposes of the safe harbor,
except for statements of historical fact (such as the dollar amount of
maintenance margin required for market risk sensitive instruments held at the
end of the reporting period).

         The Trust's risk exposure in the various market sectors traded by
Campbell & Company is quantified below in terms of Value at Risk. Due to the
Trust's mark-to-market accounting, any loss in the fair value of the Trust's
open positions is directly reflected in the Trust's earnings (realized or
unrealized).

         Exchange maintenance margin requirements have been used by the Trust as
the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95% - 99% of any one-day
intervals. The maintenance margin levels are established by dealers and
exchanges using historical price studies as well as an assessment of current
market volatility and economic fundamentals to provide a probabilistic estimate
of the maximum expected near-term one-day price fluctuation. Maintenance margin
has been used rather than the more generally available initial margin, because
initial margin includes a credit risk component which is not relevant to Value
at Risk.

         In the case of market sensitive instruments which are not
exchange-traded (which includes currencies in the case of the Trust), the margin
requirements for the equivalent futures positions have been used as Value at
Risk. In those cases in which a futures-equivalent margin is not available,
dealers' margins have been used.

         In the case of contracts denominated in foreign currencies, the Value
at Risk figures include foreign margin amounts converted into U.S. Dollars with
an incremental adjustment to reflect the exchange rate risk inherent to the
Dollar-based Trust in expressing Value at Risk in a functional currency other
than Dollars.

         In quantifying the Trust's Value at Risk, 100% positive correlation in
the different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been aggregated to determine each trading category's aggregate Value at
Risk. The diversification effects resulting from the fact that the Trust's
positions are rarely, if ever, 100% positively correlated have not been
reflected.

         Value at Risk as calculated herein may not be comparable to similarly
titled measures used by others.



THE TRUST'S TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS

         The following tables indicate the trading Value at Risk associated with
the Trust's open positions by market category as of September 30, 2004 and
December 31, 2003 and the trading gains/losses by market category for the nine
months ended September 30, 2004 and the year ended December 31, 2003. All open
position trading risk exposures of the Trust have been included in


                                      -22-
<PAGE>
calculating the figures set forth below. As of September 30, 2004 and December
31, 2003, the Trust's total capitalization was approximately $33.2 million and
$32.8 million, respectively.

                               SEPTEMBER 30, 2004
<TABLE>
<CAPTION>
                                                        % OF TOTAL         TRADING
MARKET SECTOR                        VALUE AT RISK    CAPITALIZATION     GAIN/(LOSS)*
-------------                        -------------    --------------     ------------
<S>                                  <C>              <C>                <C>
Currencies                             $1,129,000          3.40%            0.94 %
Interest Rates                         $1,027,000          3.09%            8.19 %
Stock Indices                          $  541,000          1.63%           (4.14)%
Metals                                 $   78,000          0.23%           (0.31)%
Energy                                 $   48,000          0.15%            1.87 %
                                       ----------          ----           ------

   Total                               $2,823,000          8.50%            6.55 %
                                       ==========          ====           ======
</TABLE>

* - Of the 0.64% return for the nine months ended September 30, 2004,
approximately 6.55% was due to trading gains (before commissions), approximately
0.82% was due interest income offset by approximately 6.73% due to brokerage
fees, performance fees, and operating and offering costs borne by the Trust.


                                DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                          % OF TOTAL       TRADING
MARKET SECTOR                       VALUE AT RISK       CAPITALIZATION    GAIN/(LOSS)*
-------------                       -------------       --------------    ------------
<S>                                 <C>                 <C>               <C>
Currencies                           $1,464,000                4.46%       26.99 %
Interest Rates                       $1,343,000                4.09%       (2.47)%
Stock Indices                        $1,282,000                3.91%        5.76 %
Energy                               $  324,000                0.99%        0.06 %
Metals                               $    7,000                0.02%       (0.33)%
Agricultural                         $        0                0.00%        0.02 %
                                     ----------          ----------      -------

   Total                             $4,420,000               13.47%       30.03 %
                                     ==========          ==========      =======
</TABLE>

* - Of the 22.50% return for the year ended December 31, 2003, approximately
30.03% was due to trading gains (before commissions) and approximately 1.04% was
due to interest income, offset by approximately 8.57% due to brokerage fees,
performance fees and operating and offering costs borne by the Trust.

MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK

         The face value of the market sector instruments held by the Trust is
typically many times the applicable maintenance margin requirement (maintenance
margin requirements generally ranging between approximately 1% and 10% of
contract face value) as well as many times the capitalization of the Trust. The
magnitude of the Trust's open positions creates a "risk of ruin" not


                                      -23-
<PAGE>
typically found in most other investment vehicles. Because of the size of its
positions, certain market conditions -- unusual, but historically recurring from
time to time -- could cause the Trust to incur severe losses over a short period
of time. The foregoing Value at Risk tables -- as well as the past performance
of the Trust -- give no indication of this "risk of ruin."

NON-TRADING RISK

         The Trust has non-trading market risk on its foreign cash balances not
needed for margin. However, these balances (as well as the market risk they
represent) are immaterial. The Trust also has non-trading market risk as a
result of investing a substantial portion of its available assets in U.S.
Treasury Bills. The market risk represented by these investments is immaterial.

QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES

         The following qualitative disclosures regarding the Trust's market risk
exposures -- except for (i) those disclosures that are statements of historical
fact and (ii) the descriptions of how the Trust manages its primary market risk
exposures -- constitute forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act. The
Trust's primary market risk exposures as well as the strategies used and to be
used by Campbell & Company for managing such exposures are subject to numerous
uncertainties, contingencies and risks, any one of which could cause the actual
results of the Trust's risk controls to differ materially from the objectives of
such strategies. Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political upheavals,
changes in historical price relationships, an influx of new market participants,
increased regulation and many other factors could result in material losses as
well as in material changes to the risk exposures and the risk management
strategies of the Trust. There can be no assurance that the Trust's current
market exposure and/or risk management strategies will not change materially or
that any such strategies will be effective in either the short- or long-term.
Investors must be prepared to lose all or substantially all of their investment
in the Trust.

         The following were the primary trading risk exposures of the Trust as
of September 30, 2004, by market sector.

Currencies

         Exchange rate risk is a significant market exposure of the Trust. The
Trust's currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships between
different currencies an d currency pairs. These fluctuations are influenced by
interest rate changes as well as political and general economic conditions. The
Trust trades in a large number of currencies, including cross-rates -- i.e.,
positions between two currencies other than the U.S. Dollar.

Interest Rates

         Interest rate risk is a significant market exposure of the Trust.
Interest rate movements directly affect the price of the sovereign bond
positions held by the Trust and indirectly the value of its stock index and
currency positions. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the Trust's
profitability. The


                                      -24-
<PAGE>
Trust's primary interest rate exposure is to interest rate fluctuations in the
United States and the other G-7 countries. Additionally, the Trust takes
positions in the government debt of Switzerland and Australia. Campbell &
Company anticipates that these interest rates will remain a primary market
exposure of the Trust for the foreseeable future. A material change in long-term
or short-term interest rates could have a significant effect on the performance
of the Trust.

Stock Indices

         The Trust's primary equity exposure is to equity price risk in the G-7
countries and several other countries (Hong Kong, Spain and Taiwan). The stock
index futures traded by the Trust are limited to futures on broadly based
indices. As of September 30, 2004, the Trust's primary exposures were in the
Euro STOXX 50 (Europe), DAX (Germany), Hang Seng (Hong Kong), Nikkei (Japan) and
S&P 500 (USA) stock indices. The Trust is primarily exposed to the risk of
adverse price trends or static markets in the major U.S., European and Japanese
indices. (Static markets would not cause major market changes but would make it
difficult for the Trust to avoid being "whipsawed" into numerous small losses.)

Energy

         The Trust's primary energy market exposure is to gas and oil price
movements, often resulting from political developments and ongoing conflicts in
the Middle East. Oil and gas prices can be volatile and substantial profits and
losses have been and are expected to continue to be experienced in this market.

Metals

         The Trust's metals market exposure is to fluctuations in the price of
copper, nickel and zinc. The risk allocation to the metal sector has not
exceeded 3% of the Trust's portfolio during the nine months ended September 30,
2004.

QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE

         The following were the only non-trading risk exposures of the Trust as
of September 30, 2004.

Foreign Currency Balances

         The Trust's primary foreign currency balances are in Japanese Yen,
British Pounds and Euros. The Trust controls the non-trading risk of these
balances by regularly converting these balances back into dollars (no less
frequently than twice a month, and more frequently if a particular foreign
currency balance becomes unusually large).

Treasury Bill Positions

         The Trust's only market exposure in instruments held other than for
trading is in its Treasury Bill portfolio. The Trust holds Treasury Bills
(interest bearing and credit risk-free) with durations no longer than six
months. Violent fluctuations in prevailing interest rates could cause immaterial
mark-to-market losses on the Trust's Treasury Bills, although substantially all
of these short-term investments are held to maturity.


                                      -25-
<PAGE>
QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE

         The means by which Campbell & Company attempts to manage the risk of
the Trust's open positions is essentially the same in all market categories
traded. Campbell & Company applies risk management policies to its trading which
generally limit the total exposure that may be taken per "risk unit" of assets
under management. In addition, Campbell & Company follows diversification
guidelines (often formulated in terms of the balanced volatility between markets
and correlated groups), as well as imposing "stop-loss" points at which open
positions must be closed out.

         Campbell & Company controls the risk of the Trust's non-trading
instruments (Treasury Bills held for cash management purposes) by limiting the
duration of such instruments to no more than six months.

GENERAL

The Trust is unaware of any (i) anticipated known demands, commitments or
capital expenditures; (ii) material trends, favorable or unfavorable, in its
capital resources; or (iii) trends or uncertainties that will have a material
effect on operations. From time to time, certain regulatory agencies have
proposed increased margin requirements on futures contracts. Because the Trust
generally will use a small percentage of assets as margin, the Trust does not
believe that any increase in margin requirements, as proposed, will have a
material effect on the Trust's operations.

ITEM 4. CONTROLS AND PROCEDURES

Campbell & Company, Inc., the managing owner of the Trust, with the
participation of the managing owner's chief executive officer and chief
financial officer, has evaluated the effectiveness of the design and operation
of its disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Trust as of the
end of the period covered by this quarterly report. Based on their evaluation,
the chief executive officer and chief financial officer have concluded that
these disclosure controls and procedures are effective. There were no changes in
the managing owner's internal control over financial reporting applicable to the
Trust identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter
that have materially affected, or is reasonably likely to materially affect,
internal control over financial reporting applicable to the Trust.


                                      -26-
<PAGE>
                            PART II-OTHER INFORMATION

<TABLE>
<S>               <C>
Item 1.           Legal Proceedings.

                  None

Item 2.           Changes in Securities and Use of Proceeds

                  None

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

Item 4.           Submissions of Matters to a vote of Security Holders.

                  None

Item 5.           Other Information

                  None

Item 6.           Exhibits and Reports on Form 8-K.

                  (a)     Exhibits
</TABLE>

<TABLE>
<CAPTION>
                  Exhibit
                  Number        Description of Document
                  ------        -----------------------
<S>                             <C>
                  31.01         Certification of Bruce L. Cleland, Chief Executive Officer, pursuant to
                                Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

                  31.02         Certification of Theresa D. Becks, Chief Financial Officer, pursuant to
                                Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

                  32.01         Certification of Bruce L. Cleland, Chief Executive Officer, pursuant to
                                18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.

                  32.02         Certification of Theresa D. Becks, Chief Financial Officer, pursuant to
                                18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.

                  (b)     Reports of Form 8-K

                          None.
</TABLE>


                                      -27-
<PAGE>
                                   SIGNATURES

Pursuant to the requirements 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.

                                            CAMPBELL ALTERNATIVE ASSET TRUST
                                            (Registrant)

                                                By:   Campbell & Company, Inc.
                                                      Managing Owner






Date: November 12, 2004                         By:    /s/Theresa D. Becks
                                                     ---------------------
                                                     Theresa D. Becks
                                                     Chief Financial Officer/
                                                     Treasurer/Director


                                      -28-
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number             Description of Document                              Page Number
--------------             -----------------------                              -----------
<S>                        <C>                                                  <C>
31.01                      Certification by Chief Executive Officer              E 2 - E 3
31.02                      Certification by Chief Financial Officer              E 4 - E 5
32.01                      Certification by Chief Executive Officer                 E 6
32.02                      Certification by Chief Financial Officer                 E 7
</TABLE>




                                      E 1