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 March 31, 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 first quarter 
ended March 31, 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.  During the quarter, the General 
Partner and Mr. Michael Frischmeyer and EPIC Trading agreed that neither of 
them would serve as CTAs to the Partnership; in addition, the General Partner 
engaged Bell Fundamental Futures, LLC ("Bell") as the sole CTA in February, 
1999.  The General Partner intends to reopen the offering of Units in the 
Partnership pursuant to Post Effective Amendments to its Form S-1 registration 
statement, which is expected to become effective during the next quarter.  
Upon becoming effective, the Partnership will offer its outstanding Units of 
Limited Partnership Interests for sale to the public.  The General Partner 
intends to allocate the first $600,000 of trading equity raised pursuant to 
new sales to another CTA, Hanseatic Corporation ("Hanseatic").  Thereafter, 
all trading equity from new sales will be distributed among Bell and Hanseatic 
equally.  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, and the minimum subscription amount will be $25,000.  

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

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
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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 March 31, 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/ Shira Del Pacult
                                         Ms. Shira Del Pacult
                                         Sole Director, Sole Shareholder,
                                         President and Treasurer
Date:  May 14, 1999

                                      2
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                        Fremont Fund, Ltd. Partnership
                       (An Indiana Limited Partnership)
                                 Balance Sheet
                             as of March 31, 1999

                                  ASSETS

                                                               3/31/99

Cash in Checking - Star Financial Bank                          52,949

Equity in Commodity Futures Trading Accounts -
    Cash                                                       181,205
    Federal Securities at Cost (Plus:  Accrued Interest)       327,344
    Unrealized Gain (Loss) on Open Futures and 
     Option Contracts                                            3,540
    Interest Receivable from Brokers                               723
    Cost of Options Held Long                                    3,585
                                                              --------
        Total Assets                                          $569,347
                                                              ========

                       LIABILITIES AND PARTNERS' EQUITY

Liabilities:
    Management Fees Payable to CTAs                              9,552
    Incentive Fees Payable to GP                                 7,500
    Management Fees Payable to GP                                  910
    Reporting Costs Payable                                      1,327
    Audit Fees Accrued                                           4,495
    Commissions Payable to IB                                    3,019
    Partner Redemptions Payable                                 67,579

        Total Liabilities                                       94,382

Partners' Capital:
    General Partner   30.13  Units at Per Unit of  623.923878   18,799
    Limited Partners 731.12  Units at Per Unit of  623.923878  456,165

        Total Partners' Capital                                474,964
                                                              --------
        Total Liabilities and Partners' Capital               $569,347
                                                              ========

                                     F-1
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                         Fremont Fund, Ltd. Partnership
                       (An Indiana Limited Partnership)
                            Statement of Operations
                             For the Period Ended
                                March 31, 1999

                                                     Current     Year to
                                                      Month        Date

Income:
    Interest Paid By Brokers                           723.38    1,375.20
    Realized Gain Federal Securities                 1,267.73    4,803.45
    Realized Gain (Loss) from Futures Trading        9,328.00    5,320.50
    Change in Open Trade Equity Futures Positions  (50,277.00)       0.00
    Realized Gain (Loss) from Options Trading            0.00        0.00
    Change in Unrealized Gain (Loss) 
     Option Positions                               (5,205.00)   3,540.00
    Gain (Loss) Due to Currency Conversions FX           0.00       30.51
    Redemption Penalty Income                            0.00        0.00
                                                   -----------------------
    Total Income from Operations                   (44,162.89)  15,069.66

Expenses:
    Org. & Syndication Costs Expensed               19,343.70   19,425.00
    Brokerage Commissions Paid                       6,123.73   17,546.47
    CTA Management Fees                              2,041.28    5,906.72
    GP Incentive Fees                                    0.00    7,500.44
    GP Management Fees                                 963.07    2,961.57
    Operating & Administrative Expenses                566.75      590.75
    Reporting Costs                                  1,300.00    3,900.00
    Audit Fees                                       1,000.00    3,000.00
    Legal Fees                                           0.00       45.00
                                                   -----------------------
    Total Expenses from Operations                  31,338.53   60,875.95

        Net Income from Operations                 (75,501.42) (45,806.29)
                                                   =======================

    End of Period Net Asset Value Per Unit             623.92      623.92
    % Increase (Decrease) in N.A.V. Per Unit           -13.26%     -8.80%


To the best of the knowledge and belief of the undersigned, the information
contained in this account statement is accurate and complete as of the dates 
indicated.


/s/ Shira Del Pacult
Ms. Shira Del Pacult, President
Pacult Asset Management, Inc.
General Partner

                                     F-2
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