SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K


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

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

                        Commission File number:  33-96292
                                  --------------

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

           Indiana                                   35-1949364
--------------------------------         ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                                     2990 W. 120
                                 Fremont, IN  46737
                           ------------------------------
                     (Address of principal executive offices)

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

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

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

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

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

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

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

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

                    DOCUMENTS INCORPORATED BY REFERENCE

Audited Financial Statements for Registrant dated February 19, 1997, filed 
with the United States Securities and Exchange Commission within 90 days of 
the year end December 31, 1996, at Registration No. 33-96292.

Registration Statement and all amendments thereto filed with the United States 
Securities and Exchange Commission at Registration No. 33-96292, particularly 
the Prospectus dated August 12, 1996, are incorporated by reference to Parts 
I, II, III, and IV.

                                 PART I

Item 1.  Business

On August 12, 1996, Registrant, through the efforts of its General Partner, 
commenced the sale of Limited Partnership Units at the price established by 
the General Partner of $1,000 per Unit.  The Units  were sold and continued to 
be offered through World Invest Corporation, a National Association of 
Securities Dealers, Inc. registered broker dealer.  In November, 1996, upon 
the sale of a total of $600,000 in face amount of Units, the Registrant 
terminated the escrow established to collect the initial sales proceeds and 
commenced its principal business, the trading of commodities.  

Mr. Michael Frischmeyer, a National Futures Association registered commodity 
trading advisor is the sole person authorized by the Registrant to select 
trades.  Mr. Frischmeyer is paid a management fee of four percent (4%) of 
equity assigned to him to manage plus an incentive fee of fifteen percent 
(15%) of New Net Profit, as that term is defined in the partnership agreement 
which governs the operation of the registrant.  The partnership agreement is 
included in the registration statement and is incorporated herein by 
reference.

After the commencement of business, the sale of Limited Partnership Units were 
made and continue to be made at an offering price determined at the end of 
each month after consideration of all profits, losses and expenses incurred by 
the Partnership.  As of February 28, 1997, the Registrant had sold 1,162 Units 
for a total aggregate offering price of $1,127,502, paid sales commissions of  
$67,650, and paid expenses of $61,992, for a total deposit to trading equity 
of $994,060.  A total of $5,000,000 in face amount of Units have been 
registered.

None of the purchasers of Limited Partnership Units have a voice in the 
management of the Partnership.  Reports of the Net Asset Value of the 
Partnership are sent to all purchasers of Units at the end of each month.

The General Partner provides its management services for a management fee of 
two percent (2%) per year payable at the rate of one-sixth of one percent 
(1/6th of 1%) per month.  

Futures Investment Company, an introducing broker which is Affiliated with the 
General Partner provides all clearing costs, including pit brokerage fees, 
which includes floor brokerage, NFA and exchange fees for one percent (1%) of 
total equity per month [twelve percent (12%) per year] on deposit at The 
Chicago Corporation, the independent futures commission merchant selected by 
the General Partner to hold the funds of the partnership.

The business of the Partnership is regulated by the Commodity Futures Exchange 
Commission pursuant to the Commodity Exchange Act.  These legal safeguards are 
not intended to protect investors from the risks inherent in the trading of 
commodities.  The trading of commodities is highly speculative and risky.  For 
a complete description of the risks and regulation of the business of the 
Partnership, see the Registration Statement for the partnership on file with 
the Securities and Exchange Commission at No. 33-96292, particularly the 
Prospectus dated August 12, 1996, which is incorporated herein by reference.

Item 2.  Properties 

Registrant maintains the majority of its assets on deposit at The Chicago 
Corporation, 208 South LaSalle Street, Chicago, IL 60604.  The Chicago 
Corporation is registered with the National Futures Association pursuant to 
the Federal Commodity Exchange Act as a commodity futures commission merchant.  
The trading of commodities is highly speculative and the Registrant is at 
unlimited risk of loss, including the pledge of all of its assets, to the 
trades made on its behalf of the commodity trading advisor in the commodity 
markets.

Item 3.  Legal Proceedings

There have been no legal proceedings against the Registrant, its General 
Partner, or any of its Affiliates, directors or officers.  Neither the 
commodity trading advisor nor the commodity futures commission merchant 
selected by the Registrant have had any legal proceedings against them, any of 
its Affiliates, directors or officers which would materially effect the 
operation of the Registrant or its business.   

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

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

No matters occurred during the partial calendar year from the break of escrow 
in November, 1996, to December 31, 1996, or to the date of filing of this Form 
10-K which were submitted to or required a vote of the Partners.   All of the 
day to day management of the Registrant is performed by its corporate General 
Partner.  The Limited Partners, (sic the Security Holders), have no right to 
participate in the management of the Partnership.  All of their voting rights, 
as defined in the Partnership Agreement, are limited to the selection of the 
General Partner, amendments to the Partnership Agreement, and other similar 
decisions. 

                                 PART II

Item 5.  Market for Registrant's Limited Partnership Units

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

The Partnership has less than 300 holders of its securities.  Partners are 
required to represent to the issuer that they are able to understand and 
accept the risks of investment in a commodity pool for which no market will 
develop and the right of redemption will be the sole expected method of 
withdrawal of equity from the Partnership.  See the Prospectus dated August 
12, 1996, particularly the Partnership Agreement attached  as Exhibit A, 
incorporated herein by reference, for a complete explanation of the right of 
redemption provided to Partners. 

Item 6.  Selected Financial Data

Registrant is not required to pay dividends or otherwise make distributions 
and none are expected.  The Partners must rely upon their right of redemption 
to obtain their return of equity after consideration of profits, if any, and 
losses from the Partnership.  See the Prospectus dated August 12, 1996, 
incorporated herein by reference, for a complete explanation of the allocation 
of profits and losses to a partners capital account.

<TABLE>
Following is a summary of certain financial information for the Registrant for 
the period from November 30, 1996, (inception) to December 31,1996.

<S>                                               <C>
1996
Realized Gains (Losses)                           $       (57)
Change in Unrealized Gains (Losses)
  on Open Contracts                                     17,861
Interest Income                                          6,259 
Management Fees                                          4,492
Incentive Fees                                           1,716
Net Income (Loss)                                        6,899 
General Partner Capital                                 25,154 
Limited Partner Capital                                768,498
Total Partnership Capital                              793,652
Net Income (Loss) Per Limited and
  General Partner Unit*                                   7.65
Net Asset Value Per Unit At
  End of Year                                           880.53
----------------

* Based on weighted average units outstanding
</TABLE>

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

The initial start-up costs attendant to the sale of partnership interests by 
use of a Prospectus which has been filed with the Securities and Exchange 
Commission are substantial.  The results of the partial year 1996 reflect the 
absorption of these costs by the Partnership.  In addition, the break of 
escrow in November did not allow sufficient time for the commodity trading 
advisor to fully invest the equity made available for trading to permit the 
Partnership the opportunity to produce profits to offset the start-up costs.  
Accordingly, the Net Asset Value Per Unit at the End of the Year was below the 
initial sales price of $1,000 per Unit.  The General Partner expects the 
equity available for trading to be fully invested within the first quarter of 
1997.  

The Partnership Agreement grants the right to the General Partner to select 
the trading advisor or advisors and to otherwise manage the operation of the 
Partnership.  See the Prospectus dated August 12, 1996, incorporated by 
reference herein, for an explanation of the operation of the Partnership.

Item 8.  Financial Statements and Supplementary Data.

The Partnership financial statements as of December 31, 1996, were prepared by 
James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL 60635 
and were audited by Frank L. Sassetti & Co., Certified Public Accountants, 
6611 West North Avenue, Oak Park, IL 60302, were sent to each Partner, and are 
incorporated herein by reference and are provided at Pages F-1 through F-16 of 
this Form 10-K.

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

No disagreements with the accountants identified in Item 8 above or any other 
experts selected by the Partnership in regard to the Prospectus dated August 
12, 1996, or the financial statements have occurred since the formation of the 
Partnership on October 13, 1994, to the date of filing of this Form 10-K. 

The National Futures Association and the Commodity Futures Trading Commission 
adopted rules and regulations which changed the disclosures required of 
commodity pool operators during the years 1995 and 1996 which changed the 
method of presentation of the pool expenses in the Prospectus included in the 
Registration Statement from the date of the initial filing with the Securities 
and Exchange Commission to the effective date on August 12, 1996.  Registrant 
used its best efforts to fully comply with all of these changes without 
objection to or from its accountants and other experts selected to make and 
audit these changes. 

                                 Part III

Item 10.  Directors and Executive Officers of the Registrant

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

The General Partner of the Registrant is Pacult Asset Management, 
Incorporated, a Delaware corporation.  The General Partner is registered as a 
commodity pool operator pursuant to the Commodity Exchange Act and Ms. Shira 
Del Pacult, age 40, is its sole shareholder, director, registered principal, 
and executive officer.  The background and qualifications of Ms. Pacult are 
disclosed in the Prospectus dated August 12, 1996, incorporated herein by 
reference.  Ms. Pacult is also a registered representative with World Invest 
Corporation, the underwriter of the "best efforts" offering of the Units.  

Neither the General Partner nor Ms. Pacult have any prior experience in the 
management of commodity pools.

Item 11.  Executive Compensation.

The Registrant pays its General Partner a management fee of two percent (2%) 
per year, payable monthly, to serve the Partnership in an executive capacity.   
All operating costs related to management of the Partnership, including 
compensation to Ms. Pacult, are paid from that management fee.  The total paid 
to the General Partner during the year 1996 was $560.  The total incurred, 
including unpaid amounts as of December 31, 1996, was $1,645.

Ms. Pacult also earns compensation from the sale of the Units through the 
selling broker and from the fixed commissions paid by the Partnership to the 
Affiliated introducing broker.  The total compensation to Ms. Pacult is 
disclosed in the Prospectus dated August 12, 1996, which is incorporated 
herein by reference. 

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

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

Name                           Percentage Ownership  
Ondine Partnership             11.95%

(b)  Pursuant to the terms of the Partnership Agreement and the offering, the 
General Partner must maintain no less than one percent (1%) of the total 
equity of the partnership.  As of February 28, 1997, the General Partner 
owned 30.130838 Units of Limited Partnership interests.

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

Item 13.  Certain Relationships and Related Transactions.

The General Partner has sole discretion over the selection of trading 
advisors.  The Affiliated introducing broker is paid a fixed commission for 
trades and, therefore, the General Partner has a potential conflict in the 
selection of a trading advisor who makes few trades rather than produces 
profits for the Partnership.  This conflict and others are fully disclosed in 
the Prospectus dated August 12, 1996, which is incorporated herein by 
reference.

                                 Part IV

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

(a)  1. Financial Statements

        See Index to Financial Statements for the period ended December 31, 
        1996.

        The Financial Statements begin on page F-1.

(a)  2. Financial Schedules

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

(a)  3. Exhibits.

        Incorporated by reference from Form S-1, and all amendments at file No. 
        33-96292 previously filed with the Washington, D. C. office of the 
        Securities and Exchange Commission, particularly, the Prospectus dated 
        August 26, 1996. 

<TABLE>
<CAPTION>
Exhibit                                                                     
Number    Description of Document                                               Date Filed

<S>       <C>                                                                   <C>
(1) - 01  Selling Agreement dated March 12, 1996, among the Partnership, the 
          General Partner, and World Invest Corporation, the Broker/Dealer.     March 12, 1996
(2)       None
(3) - 01  Articles of Incorporation of the General Partner                      August 28, 1995 
(3) - 02  By-Laws of the General Partner                                        August 28, 1995
(3) - 03  Board Resolution of General Partner to authorize formation of 
          Indiana Limited Partnership                                           August 28, 1995
(3) - 04  Amended and Restated Agreement of Limited Partnership of the 
          Registrant dated January 15, 1996
          (included as Exhibit A to the Prospectus).                            July 17, 1996
(3) - 05  Indiana Secretary of State acknowledgment of filing of Certificate 
          of Limited Partnership                                                April 11, 1996
(3) - 06  Certificate of Limited Partnership, Designation of Registered Agent
          and Certificate of Initial Capital filed with the Indiana Secretary
          of State on January 12, 1996                                          April 11, 1996
(4) - 01  Amended and Restated Agreement of Limited Partnership of the 
          Registrant dated January 15, 1996
          (included as Exhibit A to the Prospectus).                            July 17, 1996
(5) - 01  Opinion of The Scott Law Firm relating to the legality of the 
          Partnership Units.                                                    August 28, 1995
(6)       Not Applicable                                                            
(7)       Not Applicable                                                            
(8) - 01  Opinion of The Scott Law Firm with respect to Federal income tax 
          consequences.                                                         March 12, 1996
(9)       None                                                                                
(10) - 01 Form of Advisory Agreement between the Partnership and the CTA      
          (included as Exhibit F to the Prospectus)                             August 28, 1995
(10) - 02 Form of New Account Agreement between the Partnership and the FCM     March 12, 1996
(10) - 03 Form of Subscription Agreement and Power of Attorney                
          (included as Exhibit D to the Prospectus).                            March 12, 1996
(10) - 04 Escrow Agreement among Escrow Agent, Underwriter, and the 
          Partnership.  (included as Exhibit E to the Prospectus).              August 28, 1995
(10) - 05 Introducing Broker Clearing Agreement dated the 19th day of October,
          1995, by and between The Chicago Corporation as futures commission
          merchant (the "FCM") and Futures Investment Co. as introducing
          broker (the "IB")                                                     April 11, 1996
(11)      Not Applicable - start-up business                                       
(12)      Not Applicable                                                           
(13)      Not Required                                                             
(14)      None                                                                     
(15)      None                                                                     
(16)      Not Applicable                                                           
(17)      Not Required                                                             
(18)      Not Required                                                             
(19)      Not Required                                                             
(20)      Not Required                                                            
(21)      None                                                                     
(22)      Not Required                                                             
(23) - 01 Consent of Frank L. Sassetti & Co., Certified Public Accountants      August 5, 1996
(23) - 02 Consent of James Hepner, Certified Public Accountant                  August 28, 1995
(23) - 03 Consent of The Scott Law Firm.                                        August 5, 1996
(23) - 04 Consent of Michael J. Frischmeyer, CTA                                August 5, 1996
(23) - 05 Consent of World Invest Corporation                                   August 5, 1996
(23) - 06 Consent of Escrow Agent                                               August 28, 1995
(23) - 07 Consent of The Chicago Corporation                                    June 7, 1996
(24)      None                                                                     
(25)      None                                                                     
(26)      None                                                                     
(27)      Not Applicable                                                           
(28)      Not Applicable                                                           
(99) - 01 Subordinated Loan Agreement for Equity Capital                        April 11, 1996
(99) - 02 Representative's Agreement between World Invest Corporation and 
          Shira Del Pacult dated December 10, 1992                              June 7, 1996
</TABLE>

(b)  Reports on Form 8-K:  none
  
(c)  Exhibits filed herewith:  none
  
(d)  Financial Schedules filed herewith:  not applicable, not required or 
     included with the financial statements


                               SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the 
period ended December 31, 1996, to be signed on its behalf by the undersigned, 
thereunto duly authorized.

Registrant:                             Fremont Fund, Limited Partnership
                                        By Pacult Asset Management, Inc.   
                                        Its General Partner        


Date:  April 23, 1997                   By:  s/ Ms. Shira Del Pacult
                                             Ms. Shira Del Pacult
                                             Sole Director, Sole Shareholder
                                             President and Treasurer

<F1>**************************************************************************

                      FREMONT FUND, LIMITED PARTNERSHIP                        
                      (An Indiana Limited Partnership)                         

                    FOR THE YEAR ENDED DECEMBER 31, 1996
                      (With Auditors' Report Thereon)                          











                             GENERAL PARTNER:                                  
                       Pacult Asset Management, Inc.                           
                              2990 West 120                                    
                         Fremont, Indiana  46737                               

<PAGE>
                      FREMONT FUND, LIMITED PARTNERSHIP                        
                      (An Indiana Limited Partnership)                         

                    FOR THE YEAR ENDED DECEMBER 31, 1996


                              TABLE OF CONTENTS

Independent Auditors' Report                                    F1
Financial Statments -
  Balance Sheet                                                 F2

  Statement of Operations                                       F3

  Statement of Partners' Capital                                F4

  Statement of Cash Flows                                       F5

  Notes to Financial Statments                                F6 - F10

<PAGE>
                           Frank L. Sassetti & Co.
                        Certified Public Accountants

To The Partners
Fremont Fund, Limited Partnership                                             
Fremont, Indiana                                                              

                        INDEPENDENT AUDITORS' REPORT                           

We have audited the accompanying balance sheets of FREMONT FUND, LIMITED 
PARTNERSHIP as of December 31, 1996, and the related statements of 
operations, partners' equity and cash flows for the year ended.
These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of FREMONT FUND, LIMITED 
PARTNERSHIP as of December 31, 1996, and the results of its operations and 
its cash flows for the year then ended in conformity with generally accepted 
accounting principles.   

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


Date:  February 19, 1997                   By: s/ Frank L. Sassetti & Co.
                                               Frank L. Sassetti & Co.
                                               Certified Public Accountants
                                        F-1
<PAGE>
                      FREMONT FUND, LIMITED PARTNERSHIP                        
                      (An Indiana Limited Partnership)                         

<TABLE>
                               BALANCE SHEET

                             DECEMBER 31, 1996

                                  ASSETS
<S>                                               <C>
Cash (Note 7)                                     $161,388
United States Treasury Obligations (Note 6)        362,652
Accrued interest receivable                          2,379
Equity in Commodity Futures Trading Accounts -
  Cash (Note 6)                                    276,415
  Net unrealized gain on open commodity
    futures contracts (Note 8)                      17,889
Organization costs, net of amortization (Note 1)     2,135 
                                                  -------- 
                                                  $822,858
                                                  ======== 

                      LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
  Accrued commissions payable                     $ 14,062
  Accrued management and incentifve fees payable     3,550
  Accrued accounting fees payable                      734
  Due to general partner                            10,860
                                                   -------
        Total Liabilities                           29,206
                                                   -------
			                                         
PARTNERS' CAPITAL                                          
  Limited partners - (876.34 units)                768,498
  General partner - (25 unit)                       25,154
                                                   ------- 
                                                   793,652
                                                   -------
                                                  $822,858
                                                  ========
</TABLE>

                 The accompanying notes are an integral part
                        of the financial statements

                                        F-2
<PAGE>
                       FREMONT FUND, LIMITED PARTNERSHIP 
                       (An Indiana Limited Partnership)

<TABLE>
                            STATEMENT OF OPERATIONS

                     FOR THE YEAR ENDED DECEMBER 31, 1996

<S>                                               <C>
REVENUES
  Realized loss from trading on futures           $    (57)
  Realized gain on exchange rate fluctuation            28
  Changes in unrealized gains on open commodity
    futures contracts                               17,861
  Interest income                                    6,259
                                                   -------
                Total Revenues                      24,091
                                                   -------
EXPENSES
  Commissions                                        8,542
  Management and incentive fees                      6,209
  Professional accounting and legal fees             1,499
  Other operating and administrative expenses          637
  Amortization of organization costs                   305
                                                   -------
                Total Expenses                      17,192
                                                   -------

NET INCOME                                        $  6,899
                                                  ========
NET INCOME -
  Limited partnership unit                        $   7.65
                                                  ========
  General partnership unit                        $   7.65
                                                  ========
</TABLE>

                 The accompanying notes are an integral part
                        of the financial statements

                                        F-3
<PAGE>
                      FREMONT FUND, LIMITED PARTNERSHIP 
                      (An Indiana Limited Partnership)

<TABLE>
                       STATEMENT OF PARTNERS' EQUITY

                    FOR THE YEAR ENDED DECEMBER 31, 1996

<CAPTION>
                                 Limited           General             Total
                                 Partners          Partners      Partners' Equity
                              Amount   Units    Amount   Units    Amount   Units 

<S>                           <C>      <C>      <C>      <C>      <C>      <C>
Balance -
  December 31, 1995           $    963    1.00  $    963    1.00  $  1,926    2.00

Addition of
  899.34 units                 760,827  875.34    24,000   24.00   784,827  899.34

Net income                       6,708               191             6,899
                               ------- -------   ------- -------   ------- -------
Balance -
  December 31, 1996           $768,498  876.34  $ 25,154   25.00  $793,652  901.34
                              ======== =======  ======== =======  ======== =======

Value per unit at December 31, 1996                               $880.53
                                                                  =======
Total partnership units at                                                  
  December 31, 1996                                                901.34
                                                                  =======
</TABLE>

                 The accompanying notes are an integral part
                        of the financial statements

                                        F-4
<PAGE>
                      FREMONT FUND, LIMITED PARTNERSHIP 
                      (An Indiana Limited Partnership)

<TABLE>
                          STATEMENT OF CASH FLOWS

                    FOR THE YEAR ENDED DECEMBER 31, 1996
<S>                                                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES -
  Net income                                         $   6,899
  Adjustments to reconcile net income to net cash
    provided by operating activities -
      Amortization of organization costs                   305
      Changes in operating assets and liabilities -
        Increase in Equity in Commodity Future
          Trading accounts                            (294,304)
        Increase in accrued interest receivable         (2,379)
        Increase in U. S. Treasury Obligations        (362,652)
        Increase in accrued commissions payable         14,062
        Increase in management and incentive fees
          payable                                        3,550
        Increase in accounting fees payable                734
        Increase in due to general partner              10,860
                                                      --------
             Net Cash Used in Operating Activities    (622,925)
                                                      --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in organization costs                        (2,440)
                                                      --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Gross proceeds from sale of units                    830,327
  Syndication and registration costs                   (45,500)
                                                      --------

             Net Cash Provided by
               Financing Activities                    784,827
                                                      --------

NET INCREASE IN CASH                                   159,462

CASH -
  Beginning of period                                    1,926
                                                      --------
  End of period                                      $ 161,388
                                                     =========
</TABLE>

                 The accompanying notes are an integral part
                        of the financial statements

                                        F-5
<PAGE>
                       FREMONT FUND, LIMITED PARTNERSHIP 
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1996


1.	NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Fremont Fund, Limited Partnership (the Fund) was formed January 12, 1995.  The 
Fund is engaged in speculative trading of futures contracts in commodities.  
Pacult Asset Management, Inc. is the General Partner and the commodity pool 
operator (CPO) of Fremont Fund, Limited Partnership.  The commodity trading 
advisor (CTA) is Michael J. Frischmeyer, who has the authority to trade so 
much of the Fund's equity as is allocated to him by the General Partner.

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

Organizational Costs  -  Organizational costs are capitalized and amortized 
over twenty-four months on a straight line method starting when operations 
began, payable from profits or capital subject to a 2% annual capital 
limitation.  All organizational costs paid to date have been capitalized.  
Amortization expense of $305 was recorded for the year ended December 31, 
1996.

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

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

Market value of commodity futures contracts is based upon exchange closing 
quotations.

                                        F-6
<PAGE>                                                                         
                       FREMONT FUND, LIMITED PARTNERSHIP                       
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS                         

                               DECEMBER 31, 1996

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

Statement of Cash Flows - Net cash provided by operating activities includes 
no cash payments for interest or income taxes for the year ended December 31, 
1996 since the Fund has no debt nor pays federal income taxes.  For purposes 
of the Statement of Cash Flows, the Fund considers only cash and money market 
funds to be cash equivalents.


2.	GENERAL PARTNER DUTIES

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


3.	THE LIMITED PARTNERSHIP AGREEMENT

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

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

                                        F-7
<PAGE>
                       FREMONT FUND, LIMITED PARTNERSHIP                       
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS                         

                               DECEMBER 31, 1996


3.	THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

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

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

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

Redemption - No partner may redeem or liquidate any Units until six months 
after the commencement of trading.  A Limited Partner may withdraw any part or 
all of his units from the Partnership at the Net Asset Value per Unit as of 
the last day of any month on ten days prior written notice to the General 
Partner.  A redemption fee payable to the Partnership of a percentage of the 
value of the redemption request bears the following schedule.

      4% if such request is received prior to the nineteenth day of the twelfth 
      month after the commencement of trading.

      3% if such request is received during the next seven to twelve months.

      2% if such request is received during the next thirteen to eighteen 
      months.

      1% if such request is received during the next nineteen to twenty-four 
      months.

      0% thereafter.

                                        F-8
<PAGE>
                       FREMONT FUND, LIMITED PARTNERSHIP                       
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS                         

                               DECEMBER 31, 1996


4.	FEES

The Fund is charged the following fees on a monthly basis since the 
commencement of trading on November 14, 1996.

 	A management fee of 4% (annual rate) of the Fund's net assets allocated 
to the CTA to trade will be paid to the CTA and 2% of equity to the Fund's 
General Partner.

 	An incentive fee of 15% of "new trading profits" will be paid to the 
General Partner for payment to the CTA.  "New trading profits" includes all 
income earned by the CTA and expense allocated to his activity.  In the event 
that trading produces a loss, no incentive fees will be paid and all losses 
will be carried over to the following months until profits from trading exceed 
the loss.

 	The Fund will pay fixed commissions of 12% (annual rate) of net assets
allocated to trading, payable monthly, to the Introducing Broker affiliated 
with the General Partner.  The Affiliated Introducing Broker will pay the 
costs to clear the trades to the futures commission merchant and all PIT 
Brokerage costs which shall include the NFA and exchange fees.


5.	REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS

The Fund is investing in certain foreign currency futures contracts.  The 
difference in the exchange rates from the trade date to the end of the fiscal 
year is being recorded as a realized gain or loss on exchange rate 
fluctuation.


6.	PLEDGED ASSETS

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

                                        F-9
<PAGE>
                       FREMONT FUND, LIMITED PARTNERSHIP                       
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS                         

                               DECEMBER 31, 1996


7.	CONCENTRATIONS OF CREDIT RISK

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


8.	OFF BALANCE SHEET RISK

As discussed in Note 1, the Fund is engaged in speculative trading of futures 
contracts in commodities.  The carrying amounts of the Fund's financial 
instruments and commodity contracts generally approximate their fair values at 
December 31.  Open commodity contracts had a gross contract of $3,891,594 on 
long positions and $180,775 on short positions.

Although the gross contract values of open commodity contracts represent 
market risk, they do not represent exposure to credit risk, which is limited 
to the current cost of replacing those contracts in a gain position.  The 
unrealized gain on open commodity future contracts at December 31 was $17,889.

                                        F-10
<PAGE>
                       FREMONT FUND, LIMITED PARTNERSHIP                       
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS                         

                               DECEMBER 31, 1996

To the best of my knowledge and belief, the information in this statement is 
accurate and complete.




                                            Shira Pacult
                                            President

                                            Pacult Asset Management, Inc.
                                            General Partner
                                            Fremont Fund, Limited Partnership

                                        F-11
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