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 June 30, 1999

                                       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  [ ]

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                        Part 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

The unaudited financial statements for the Registrant for the second quarter
and six months ended June 30, 1999, 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.

The General Partner reopened the offering of limited partnership interests in
the Partnership ("Units") pursuant to Post Effective Amendments to its Form S-
1 registration statement effective June 1, 1999.  The Units are sold at the
Net Asset Value per Unit as of the end of the month in which subscriptions are
received by the General Partner.  During the quarter $25,000 in Units were
sold.  The Partnership continues to offer Units for sale to the public.

During the first two months of the past quarter, Bell Fundamental Futures, LLC
("Bell") served as the sole commodity trading advisor (trading manager) to the
Registrant.  On June 30, the General Partner allocated $300,000 to Hanseatic
Corporation ("Hanseatic") as an additional commodity trading advisor (trading
manager) for the Registrant.  The General Partner intends to continue to
allocate proceeds from current sales to Hanseatic until a total of $600,000 of
trading equity is under management by Hanseatic.  Thereafter, trading equity
from new sales will be distributed among Bell and Hanseatic, equally.

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.

                          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

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Item 5.  Other Information

The Partnership tax return was filed on April 9, 1999.

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 June 30, 1999, 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/ Ms. Shira Del Pacult
                                          Ms. Shira Del Pacult
                                          Sole Director, Sole Shareholder,
                                           President and Treasurer

Date:  August 13, 1999

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                        Fremont Fund, Ltd. Partnership
                       (An Indiana Limited Partnership)
                                 Balance Sheet
                             as of June 30, 1999
                                  (unaudited)

                                  ASSETS
                                                               6/30/99

Cash in Checking - Star Financial Bank                            6,377
Equity in Commodity Futures Trading Accounts -
    Cash
    Federal Securities at Cost (Plus:  Accrued Interest)        303,342
    Unrealized Gain (Loss) on Open Futures and
     Option Contracts                                           148,936
Interest Receivable from Brokers                                    977
Cost of Options Held Long                                         9,875
Undeposited New Partner Capital                                  25,000
                                                               --------
        Total Assets                                           $496,757
                                                               ========

                       LIABILITIES AND PARTNERS' EQUITY

Liabilities:
    Management Fees Payable to CTAs                               7,936
    Incentive Fees Payable to GP                                  1,951
    Management Fees Payable to GP                                   750
    Reporting Costs Payable                                       1,336
    Audit Fees Accrued                                              845
    Commissions Payable to IB                                     1,972
    Selling Commissions Due to IB                                 1,415
    Partner Redemptions Payable                                  39,149
                                                               --------
        Total Liabilities                                        55,353
                                                               ========

Partners' Capital:
    General Partner   30.13  Units at Per Unit of 637.997675     19,223
    Limited Partners 661.73  Units at Per Unit of 637.997675    422,180

        Total Partners' Capital                                 441,404
                                                               --------
        Total Liabilities and Partners' Capital                $496,757
                                                               ========


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                        Fremont Fund, Ltd. Partnership
                       (An Indiana Limited Partnership)
                            Statement of Operations
                             For the Quarter Ended
                                 June 30, 1999

                                                       2nd       Year to
                                                     Quarter       Date

Income:
    Interest Paid By Brokers                         1,959.23    3,334.43
    Realized Gain Federal Securities                 3,290.29    8,093.74
    Realized Gain (Loss) from Futures Trading       25,750.00   31,070.50
    Change in Open Trade Equity Futures Positions      625.00      625.00
    Realized Gain (Loss) from Options Trading        4,515.00    4,515.00
    Change in Unrealized Gain (Loss)
     Option Positions                               (1,915.00)   1,625.00
    Gain (Loss) Due to Currency Conversions FX           0.00       30.51
    Redemption Penalty Income                            0.00        0.00
                                                   -----------------------
    Total Income from Operations                    34,224.52   49,294.18

Expenses:
    Org. & Syndication Costs Expensed                    0.00   19,425.00
    Brokerage Commissions Paid                      14,169.11   31,715.58
    CTA Management Fees                              4,723.14   10,629.86
    GP Incentive Fees                               (5,549.34)   1,951.10
    GP Management Fees                               2,336.15    5,297.72
    Operating & Administrative Expenses                564.81    1,155.56
    Reporting Costs                                  4,372.29    8,272.29
    Audit Fees                                       3,000.00    6,000.00
    Legal Fees                                         100.00      145.00
                                                   -----------------------
    Total Expenses from Operations                  23,716.16   84,592.11

        Net Income from Operations                  10,508.36  (35,297.93)
                                                   =======================

    End of Period Net Asset Value Per Unit             638.00      638.00
    % Increase (Decrease) in N.A.V. Per Unit           -2.26%      -6.74%

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                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                                JUNE 30, 1999


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 advisors (CTAs) are Bell Fundamental Futures, LLC and
Hanseatic Corporation.  The General Partner has the sole authority to allocate
Fund assets to the CTAs to trade.

      Income Taxes  -  In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include the assets and liabilities allocated to 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 $915 was recorded for the year ended
December 31, 1998.

      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.

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                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                                JUNE 30, 1999


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.

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                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30. 1999



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
Advisors 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.  This fee
is to be applied first to pay organization and initial registration costs of
the Partnership and, thereafter, to the benefit of the other Partners in
proportion to their capital accounts.

      *      4% if such request is received prior to the end of the sixth
month after the commencement of trading.

      *      3% if such request is received during the seventh to twelfth
months.

      *      2% if such request is received during the thirteenth to
eighteenth months.

      *      1% if such request is received during the nineteenth to twenty-
fourth months.

      *      0% thereafter.

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                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                                JUNE 30. 1999



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 each CTA to trade will be paid to each CTA and 2% of equity to
the Fund's General Partner.

      *      An incentive fee of 15% of "new trading profits" will be paid to
each CTA.  "New trading profits" includes all income earned by each 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

      Certain trades executed by the Fund are denominated in foreign
currencies.  Gains and losses on these transactions are recorded as futures
trading gains or losses at the U. S. dollar equivalent on the date the trade
is settled.  Exchange rate fluctuation gain or loss is reflected when residual
amounts of foreign currencies are reconverted to U. S. dollars.


6.    PLEDGED ASSETS

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


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

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 1999



7.    CONCENTRATIONS OF CREDIT RISK

      The Fund maintains its cash balances at a high credit quality financial
institution.  Its cash balances may, at times, exceed Federally insured credit
limits.  The trading account is maintained in an account which is not
Federally insured.


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 June 30, without audit, and are subject to the risk of default by
the other parties to the contracts.

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