SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                    FORM 10-Q

(Mark One)

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

     For the quarterly period ended September 30, 1998

                                       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 ____33-96292______

                      Fremont Fund, Limited Partnership
                      ---------------------------------
            (Exact Name of Registrant as Specified  in Its Charter)

Indiana                                               35-1949364
-------                                               ----------
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

5916 N. 300 West, Fremont, IN                          46737
----------------------------------------               -----
(Address of Principal Executive Offices)               (Zip Code)

Registrant's Telephone Number, Including Area Code (219) 833-1505
------------------------------------------------------------------------
Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred

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

<PAGE>

                        Part 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

The unaudited financial statements for the Registrant for the third quarter 
ended September 30, 1998, are attached hereto and made a part hereof.

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

During the past quarter and, in the future, Registrant, did and will, 
pursuant to the terms of the Partnership Agreement, engage in the business of 
speculative trading of the commodity futures and options markets through the 
services of its commodity trading advisors, Mr. Michael Frischmeyer and EPIC 
Trading.  The Units, when sales are resumed upon the effective date of the 
Issuer's Post Effective Amendment, will be sold at the Net Asset Value per 
Unit as of the end of the month in which subscriptions are received by the 
General Partner.  To obtain a return of invested capital or appreciation, if 
any, purchasers of Units must look solely to the redemption feature of the 
Partnership or for the General Partner, in its sole judgment, to elect to 
make distributions.  There is no current market for the Units sold and none 
is expected to develop nor is the General Partner expected to make 
distributions.

In June, 1998, the General Partner selected an additional commodity trading 
advisor, EPIC Trading to trade on behalf of the Fund.  Forty percent (40%) of 
the Registrant's trading equity has been allocated to EPIC, with 60% 
remaining with heretofore sole trading advisor, Michael J. Frischmeyer.  When 
sales are resumed, all additional trading equity raised through the sale of 
Units will be initially allocated to Bell Fundamental Futures, L.L.C., 
commodity trading advisors, until a total of $300,000 has been so allocated.  
Thereafter, the General Partner intends to assign 40% of the equity to 
Frischmeyer, 30% to Bell, and 30% to EPIC.  Such composition of trading 
advisors and allocation of equity are subject to change in the sole 
discretion of the General Partner.  

                         Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item  2.  Changes in Securities 

None

Item 3.  Defaults Upon Senior Securities

None

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

None

Item 5.  Other Information

The Partnership tax return is in progress and is expected to be filed within 
the time permitted by the current extension.  

                                      1
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a)  None    

(b)  No reports on Form 8-K

                                 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-Q for the 
period ended September 30, 1998, to be signed on its behalf by the undersigned, 
thereunto duly authorized.

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


                                    By:  /s/ Shira Del Pacult
                                         Ms. Shira Del Pacult
                                         Sole Director, Sole Shareholder,
                                         President and Treasurer
Date:  November 5, 1998

                                      2
<PAGE>

                       Fremont Fund, Ltd. Partnership
                      (An Indiana Limited Partnership)
                               Balance Sheet
                         as of September 30, 1998

                                  ASSETS

                                                      9/30/98     9/30/98

Cash        (Note 7)                                 4,688.99      4,688.99
United States Treasury Obligations  (Note 6)       592,878.34    592,878.34
Accrued Interest Receivable                          2,098.33      2,098.33
Equity in Commodity Futures Trading Accounts -
   Cash   (Note 6)                                  59,078.62     59,078.62
   Net Unrealized Gain on Open Commodity
     Futures & Options Contracts   (Note 8)         76,771.65     76,771.65
   Premium Recvd. On Short Options                 (40,158.54)   (40,158.54)
   Interest Due From Broker                            378.11        378.11
Organization Costs, Net of Amortization (Note 1)     1,423.25      1,423.25

              Total Assets                         697,158.75    697,158.75

                      LIABILITIES AND PARTNERS' EQUITY

Liabilities:
   Accrued Commissions Payable                       3,764.75      3,764.75
   Accrued Management and Incentive Fees             9,564.75      9,564.75
   Accrued Accounting Fees                           4,892.56      4,892.56
   Due to General Partner                                0.01          0.01
   Partner Redemptions Payable                       1,138.00      1,138.00

              Total Liabilities                     19,360.07     19,360.07

Partners' Capital:
   Limited Partners - (916.53) Units)              656,189.20    656,189.20
   General Partner - ( 30.13 Units )                21,609.48     21,609.48

              Total Partners' Capital              677,798.68    677,798.68

      Total Liabilities And Partners' Capital      697,158.75    697,158.75


  The accompanying notes are an integral part of the financial statements.

                                     F-1
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                       Fremont Fund, Ltd. Partnership
                      (An Indiana Limited Partnership)
                          Statement of Operations
                for the Quarter Ended September 30, 1998 and
                             Year to Date 1998


                                                          3rd         YTD
                                                       Qtr, 1998     1998
REVENUES:

Realized Gain From Trading on Futures & Options       (9,022.86)  (41,518.61)
Changes in Value of Open Commodity Futures Positions  75,521.65    79,651.65 
Interest Income                                        8,564.96    30,311.72 
Redistribution of O&O Costs                            2,373.50     4,276.21 
Realized Gain from Exchange Fluctuations                 (73.08)     (369.12)
Total Revenues                                        77,364.17    72,351.85

EXPENSES:

Commissions                                           16,791.60    71,693.04 
Management and Incentive Fees                         14,115.92    40,965.90 
Professional Accounting and Legal Fees                 7,161.61    19,952.27 
Amortization of Organization Costs                        81.30      (444.57)

       Total Expenses                                 38,150.43   132,166.64 

                Net Gain                              39,213.74   (59,814.79)


   Net Loss :

       Per Limited Partnership Unit                      (41.42)      (63.18)
       Per General Partnership Unit                      (41.42)      (63.18)


   The accompanying notes are an integral part of the financial statements.

                                     F-2
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                        Fremont Fund, Ltd. Partnership
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS
                    for the Period Ended September 30, 1998
                                  (Unaudited)

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.  During 
the period from January 1 through May 31, 1998, Michael J. Frischmeyer was 
the sole commodity trading advisor (CTA) to the Fund.  Effective, June 1, 
1998 Epic Trading was appointed to serve as co-CTA and was allocated 40% of 
the equity to trade and the percent assigned to Frischmeyer was adjusted to 
60%.  The General Partner may delete or add a CTA and change the allocation 
of equity among the CTA's at anytime, for any reason, without prior notice to 
the limited partners.

      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 $1,115 was recorded for the year ended 
December 31, 1997, and ($444) during the first three quarters of 1998 after 
adjustments.

      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 
or other applicable market best available closing quotations.

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

                         NOTES TO FINANCIAL STATEMENTS
                    for the Period Ended September 30, 1998
                                  (Unaudited)


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.
      
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-4
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                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS
                    for the Period Ended September 30, 1998
                                  (Unaudited)



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 after 
the lapse of six months from the date of the investment.  Thereafter, a 
Limited Partner may withdraw, subject to certain restrictions, any part 
or all of his Units from the Partnership at the Net Asset Value per Unit 
on the last day of any month on ten days prior written request to the 
General Partner.  A redemption fee payable to the Partnership of a 
percentage of the value of the redemption request is charged during the 
first 24 months of investment pursuant to the  following schedule:

            *      4% if such request is received ten days prior to the 
last trading day of the month in which the redemption is to 
be  effective the sixth month after the date of the 
investment in the Fund.  

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

            *      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-5
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                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS
                    for the Period Ended September 30, 1998
                                  (Unaudited)


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 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, 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.  The valuations are at published or 
best available contract market prices as of the close on the last trading 
day of the period.


6.      PLEDGED ASSETS

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

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

                         NOTES TO FINANCIAL STATEMENTS
                    for the Period Ended September 30, 1998
                                  (Unaudited)



7.      CONCENTRATIONS OF CREDIT RISK

                        The Fund maintains a substantial  portion of its cash 
balances at The Chicago Corporation, the futures commission merchant 
where the commodity trading advisor places trades pursuant to the terms 
of the account documents and the power of attorney granted to the 
commodity trading advisor.  These balances may, at times, exceed 
federally insured credit limits and also be subject to unilateral 
retention by the futures commission merchant in the event of a dispute.


8.      OFF BALANCE SHEET RISK

                        As discussed in Note 1, the Fund is engaged in 
speculative trading of futures on option contracts in commodities.  The 
carrying amounts of the Fund's financial instruments and commodity contracts 
generally approximate their fair values at the end of the reporting period.  
The Fund computes the gross contract values on open commodity contracts as of 
the end of each month for inclusion in the annual audited reports.

                        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 Fund also computes unrealized gain on open commodity 
future contracts as of the end of each month.

                                     F-7
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