SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 10-Q

X  Quarterly Report Under Section 13 or 15(d) of the
        Securities Exchange Act of 1934

For the Quarter Ended March 31, 1999
                      --------------

Commission File Number 0-25585
                       -------



PROFUTURES LONG/SHORT GROWTH FUND, L.P.
---------------------------------------
(Exact name of registrant)


       Delaware                             74-2849862
-----------------------        -----------------------------------
(State of Organization)        (I.R.S.Employer Identification No.)



ProFutures, Inc.
11612 Bee Cave Road
Suite 100
Austin, Texas  78733
----------------------------------------
(Address of principal executive offices)

Registrant's telephone number
(800) 348-3601
--------------

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  X
No    



PART I - FINANCIAL INFORMATION



Item 1.   Financial Statements.



                      PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                         STATEMENTS OF FINANCIAL CONDITION
            March 31, 1999 (Unaudited) and December 31, 1998 (Audited)
                                   -------------



                                                   March 31,     December 31,
                                                     1999            1998
                                                     ----            ----
ASSETS
  Equity in broker trading account
    Cash                                         $18,363,278     $15,444,073
    United States government securities            1,716,439       3,406,808
    Unrealized gain (loss) on open contracts        (541,475)      1,163,250
                                                ------------     -----------

          Deposits with broker                    19,538,242      20,014,131

  Cash                                             8,363,494          10,415
  Subscriptions receivable                            35,000               0
                                                 -----------     -----------

          Total assets                           $27,936,736     $20,024,546
                                                 ===========     ===========

LIABILITIES
  Accounts payable                               $    88,430     $    12,215
  Commissions and other trading fees
    on open contracts                                    992             771
  General Partner management fee                      48,998          46,529
  Advisor incentive fee                                    0       1,400,060
  Redemption payable                                  60,582          10,000
                                                 -----------     -----------

          Total liabilities                          199,002       1,469,575
                                                 -----------     -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 61.4461 units
    outstanding at March 31, 1999 and
    December 31, 1998                                116,463         116,671
  Limited Partners - 14,573.0283 and
    9,710.7200 units outstanding at
    March 31, 1999 and December 31, 1998          27,621,271      18,438,300
                                                 -----------     -----------

          Total partners' capital
            (Net Asset Value)                     27,737,734      18,554,971
                                                 -----------     -----------

                                                 $27,936,736     $20,024,546
                                                 ===========     ===========


                              See accompanying notes.



                      PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                             STATEMENTS OF OPERATIONS
                For the Three Months Ended March 31, 1999 and 1998
                                    (Unaudited)
                                   -------------



                                                     Three months ended
                                                          March 31,
                                                    1999            1998
                                                    ----            ----
INCOME
  Trading gains (losses)
    Realized                                    $ 1,578,905     $   629,463
    Change in unrealized                         (1,704,725)        277,825
                                                -----------     -----------

          Gain (loss) from trading                 (125,820)        907,288

  Interest income                                   231,233          46,131
                                                -----------     -----------

          Total income                              105,413         953,419
                                                -----------     -----------

EXPENSES
  Brokerage commissions                               3,108             716
  General Partner management fee                    144,005          26,107
  Advisor incentive fee                                   0         158,368
  Operating expenses                                 13,743          14,956
                                                -----------     -----------

          Total expenses                            160,856        200,147
                                                -----------     -----------

          NET INCOME (LOSS)                     $   (55,443)    $   753,272
                                                ===========     ===========

NET INCOME (LOSS) PER GENERAL AND
  LIMITED PARTNER UNIT
    (based on weighted average number of
    units outstanding during the period of
    9,948.2099 and 3,186.2386, respectively)    $     (5.57)    $    236.41
                                                ===========     ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT          $     (3.39)    $    232.98
                                                ===========     ===========


                              See accompanying notes.


<TABLE>
                      PROFUTURES LONG/SHORT GROWTH FUND, L.P.
         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
              For the Three Months Ended March 31, 1999 and 1998
                                    (Unaudited)
                                   -------------
<CAPTION>


                               Total          Partners' Capital
                             Number of   ------------------------------
                               Units     General    Limited       Total
                             ---------   -------    -------       -----
<S>                         <C>         <C>       <C>          <C>
Balances at
   December 31, 1998        9,772.1661  $116,671  $18,438,300  $18,554,971

Net (loss) for the
  three months ended
  March 31, 1999                            (208)     (55,235)     (55,443)

Additions                   5,088.2753         0    9,674,650    9,674,650

Redemptions                  (225.9670)        0     (436,444)    (436,444)
                           -----------  --------  -----------  -----------

Balances at
   March 31, 1999          14,634.4744  $116,463  $27,621,271  $27,737,734
                           ===========  ========  ===========  ===========

Balances at
   December 31, 1997        3,044.2642  $ 29,313  $ 2,885,423  $ 2,914,736

Net income for the
  three months ended
  March 31, 1998                           7,623      745,648      753,271

Additions                     561.9632     6,138      613,562      619,700

Redemptions                   (25.4083)        0      (25,000)     (25,000)
                           -----------  --------  -----------  -----------

Balances at
   March 31, 1998           3,580.8191  $ 43,074  $ 4,219,633  $ 4,262,707
                           ===========  ========  ===========  ===========


Net asset value
 per unit at
  December 31, 1997                       $    957.45
                                          ===========
  March 31, 1998                          $  1,190.43
                                          ===========
  December 31, 1998                       $  1,898.76
                                          ===========
  March 31, 1999                          $  1,895.37
                                          ===========
</TABLE>


                             See accompanying notes.




                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                      (Unaudited)
                                     -------------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         -----------------------------------------------------------

     A.  General Description of the Partnership

         ProFutures Long/Short Growth Fund, L.P. (the Partnership) is a
         Delaware limited partnership which operates as a commodity
         investment pool.  The Partnership engages in the speculative
         trading of stock index futures contracts.  It is subject to
         the regulations of the Commodity Futures Trading Commission, an
         agency of the United States (U.S.) government which regulates
         most aspects of the commodity futures industry; rules of the
         National Futures Association, an industry self-regulatory
         organization; and the requirements of commodity exchanges and
         Futures Commission Merchants (brokers) through which the
         Partnership trades.

         The Partnership was organized on August 21, 1997 under the name
         ProFutures Bull & Bear Fund, L.P. and commenced trading on
         November 20, 1997.  On December 8, 1998, the Partnership changed
         its name from ProFutures Bull & Bear Fund, L.P. to ProFutures
         Long/Short Growth Fund, L.P.

     B.  Interim Financial Statements

         In the opinion of management, the unaudited interim financial
         statements reflect all adjustments, which were of a normal and
         recurring nature, necessary for a fair presentation of financial
         position as of March 31, 1999, and the results of operations for
         the three months ended March 31, 1999 and 1998.

     C.  Method of Reporting

         The Partnership's financial statements are presented in accordance
         with generally accepted accounting principles, which require the
         use of certain estimates made by the Partnership's management.
         Transactions are accounted for on the trade date.  Gains or losses
         are realized when contracts are liquidated.  Unrealized gains or
         losses on open contracts (the difference between contract purchase
         price and market price) are reported in the statement of financial
         condition as a net gain or loss, as there exists a right of offset
         of unrealized gains or losses in accordance with Financial
         Accounting Standards Board Interpretation No. 39 - "Offsetting of
         Amounts Related to Certain Contracts."  Any change in net unrealized
         gain or loss from the preceding period is reported in the statement
         of operations.  United States government securities are stated at
         cost plus accrued interest, which approximates market value.

         For purposes of both financial reporting and calculation of
         redemption value, Net Asset Value Per Unit is calculated by dividing
         Net Asset Value by the total number of units outstanding.



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                    (Unaudited)
                                   -------------



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

     D.  Brokerage Commissions

         Brokerage commissions include other trading fees and are charged to
         expense when contracts are opened.

     E.  Income Taxes

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

     F.  Organizational Charge

         The General Partner pays all organizational and offering costs of
         the Partnership.  As reimbursement for such costs, the General
         Partner (or the Distributor, ProFutures Financial Group, Inc., a
         broker/dealer affiliate of the General Partner) receives an
         organizational charge of 1% of the subscription amount of each
         subscriber to the Partnership.  Additions are reflected in the
         statement of changes in partners' capital (net asset value) net
         of such organizational charge totaling $96,746 for the three
         months ended March 31, 1999 and $6,197 for the three months
         ended March 31, 1998.

     G.  Statements of Cash Flows

         The Partnership has elected not to provide statements of cash flows
         as permitted by Statement of Financial Accounting Standards No. 102
         - "Statement of Cash Flows - Exemption of Certain Enterprises and
         Classification of Cash Flows from Certain Securities Acquired for
         Resale."

Note 2.  GENERAL PARTNER
         ---------------

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  Prior to
         June 1, 1998, the Limited Partnership Agreement required the General
         Partner to maintain a capital account equal to at least 1% of the
         total capital of the Partnership.  Effective June 1, 1998, the
         Limited Partnership Agreement was amended and requires the General
         Partner and/or its principals and affiliates to maintain capital
         accounts equal to at least 1% of the total capital of the
         Partnership.  At March 31, 1999 and December 31, 1998, the capital
         accounts of the General Partner and/or its principals and affiliates
         totaled $707,957 and $506,005, respectively.

         The General Partner is paid a monthly management fee equal to 1/4 of
         1% (3% annually) of month-end Net Assets (as defined in the Limited
         Partnership Agreement).



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                     (Unaudited)
                                    -------------



Note 3.  COMMODITY TRADING ADVISOR
         -------------------------

         The Partnership has an advisory contract with Hampton Investors,
         Inc. (Hampton), pursuant to which the Partnership pays a quarterly
         incentive fee equal to 20% of New Trading Profits (as defined in the
         advisory contract).

Note 4.  DEPOSITS WITH BROKER
         --------------------

         The Partnership deposits funds with Internationale Nederlanden
         (U.S.) Securities, Futures & Options Inc. (ING) to act as broker
         subject to Commodity Futures Trading Commission regulations and
         various exchange and broker requirements.  The Partnership earns
         interest income on its assets deposited with the broker.

         At March 31, 1999 and December 31, 1998, the initial margin
         requirement of $2,495,625 and $1,586,250, respectively, is
         satisfied by the deposit of cash and U.S. government securities
         with such broker.

Note 5.  SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS
         --------------------------------------------

         Investments in the Partnership are made by subscription agreement,
         subject to acceptance by the General Partner.  The subscriptions
         receivable at March 31, 1999 of $35,000 were received by the
         Partnership on or before April 2, 1999.

         The Partnership is not required to make distributions, but may do so
         at the sole discretion of the General Partner.  A Limited Partner
         may require the Partnership to redeem any or all of such Limited
         Partner's units at Net Asset Value as of the close of business on
         the last day of any month upon advance written notice to the General
         Partner.  The Limited Partnership Agreement contains a complete
         description of the Partnership's redemption policies and procedures.

Note 6.  TRADING ACTIVITIES AND RELATED RISKS
         ------------------------------------

         The Partnership engages in the speculative trading of stock index
         futures contracts ("derivatives") on U.S. exchanges.  The
         Partnership is exposed to both market risk, the risk arising from
         changes in the market value of the contracts, and credit risk, the
         risk of failure by another party to perform according to the terms
         of a contract.

         Purchase and sale of futures contracts requires margin deposits with
         the broker.  Additional deposits may be necessary for any loss on
         contract value.  The Commodity Exchange Act requires a broker to
         segregate all customer transactions and assets from such broker's
         proprietary activities.  A customer's cash and other property (for
         example, U.S. Treasury bills) deposited with a broker are considered
         commingled with all other customer funds subject to the broker's
         segregation requirements.  In the event of a broker's insolvency,
         recovery may be limited to a pro rata share of segregated funds
         available.  It is possible that the recovered amount could be less
         than total cash and other property deposited.



                     PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                    (Unaudited)
                                   -------------



Note 6.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
         ------------------------------------------------

         The Partnership has assets on deposit with financial institutions in
         connection with its cash management activities.  In the event of a
         financial institution's insolvency, recovery of Partnership assets
         on deposit may be limited to account insurance or other protection
         afforded such deposits.  In the normal course of business, the
         Partnership does not require collateral from such financial
         institutions.

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

         The fair value of derivatives represents unrealized gains and losses
         on open futures contracts.  The average fair value of derivatives
         during the three months ended March 31, 1999 and 1998 was
         approximately $33,000 and $263,500, respectively, and the related
         fair values at March 31, 1999 and December 31, 1998 are approximately
         $(541,500) and $1,163,000, respectively.

         Net trading results from derivatives for the three months ended
         March 31, 1999 and 1998, are reflected in the statement of operations
         and equal gain (loss) from trading less brokerage commissions.  Such
         trading results reflect the net gain (loss) arising from the
         Partnership's speculative trading of futures contracts.

         Open contracts generally mature within three months, however, the
         Partnership intends to close all contracts prior to maturity.  At
         March 31, 1999, the maturity date for all open contracts is
         June 1999, and at December 31, 1998, the maturity date for all open
         contracts is March 1999.

         At March 31, 1999 and December 31, 1998, the notional amount of
         open contracts to purchase totaled approximately $39,700,000 and
         $28,100,000, respectively, and there were no open contracts to sell.
         These amounts do not represent the Partnership's risk of loss due to
         market and credit risk, but rather represent the Partnership's
         extent of involvement in derivatives at the date of the statement
         of financial condition.

         The General Partner has established procedures to actively monitor
         market risk and minimize credit risk, although there can be no
         assurance that it will, in fact, succeed in doing so.  The General
         Partner's basic market risk control procedures consist of
         continuously monitoring Hampton's trading activity with the actual
         market risk controls being applied by Hampton itself. The General
         Partner seeks to minimize credit risk primarily by depositing and
         maintaining the Partnership's assets at financial institutions and
         brokers which the General Partner believes to be creditworthy.  The
         Limited Partners bear the risk of loss only to the extent of the
         market value of their respective investments and, in certain
         specific circumstances, distributions and redemptions received.

Note 7.  Registration of Additional Limited Partnership Units
         ----------------------------------------------------

         The General Partner registered $60,000,000 of additional Limited
         Partnership Units with the Securities and Exchange Commission under
         the Securities Act of 1933.  The Registration Statement on Form S-1
         became effective February 16, 1999.



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

     A.   LIQUIDITY:  Substantially all of the Partnership's assets are
          highly liquid, such as cash or cash equivalents, open futures
          contracts and other financial instruments.  It is possible that
          extreme market conditions or daily price fluctuation limits at
          exchanges could adversely affect the liquidity of open futures
          contracts.

     B.   CAPITAL RESOURCES:  Since the Partnership's business is purchase
          and sale of futures contracts, it will make few, if any, capital
          expenditures.  The Partnership has filed a Registration Statement
          with the Securities and Exchange Commission for the sale of
          $60,000,000 Units of Limited Partnership Interest which became
          effective February 16, 1999.

          As of March 31, 1999, 14,634.4744 Units are outstanding, including
          61.4461 General Partner Units, with an aggregate Net Asset Value
          of $27,621,271 ($1,895.37 per Unit).  This represents an increase
          in Net Asset Value of $9,182,763 compared with December 31, 1998.
          The increase primarily relates to sales of limited partnership
          interests.

     C.   RESULTS OF OPERATIONS:  For the three months ended March 31, 1999,
          the Partnership had a net loss of $(55,443), as compared to net
          income of $753,272 for the three months ended March 31, 1998.  The
          Partnership engages in the speculative trading of stock index
          futures contracts on U.S. exchanges; therefore, operating results
          will fluctuate from period to period.

          The General Partner has established procedures to actively
          monitor market risk and minimize credit risk, although there can
          be no assurance that it will, in fact, succeed in doing so.  The
          General Partner's basic market risk control procedures consist of
          continuously monitoring the Advisor's trading activity with the
          actual market risk controls being applied by the Advisor itself.
          The General Partner seeks to minimize credit risk primarily by
          depositing and maintaining the Partnership's assets at financial
          institutions and brokers which the General Partner believes to be
          creditworthy.

     D.   POSSIBLE CHANGES:  The General Partner reserves the right to
          terminate certain and/or engage additional trading advisors or
          change any of the Partnership's clearing arrangements.

     E.   The Year 2000 Problem
          ---------------------

          Many existing computer systems use only two digits to refer to a
          year.  This technique can cause the systems to treat the year 2000
          as 1900, an effect commonly known as the "Year 2000 Problem."  The
          Partnership, like other financial and business organizations,
          depends on the smooth functioning of computer systems and could be
          adversely affected if the computer systems on which it relies do not
          properly process and calculate date-related information concerning
          dates on or after January 1, 2000.

          The General Partner administers the business of the Partnership
          through various systems and processes maintained by the General
          Partner.  The General Partner's modifications for Year 2000
          compliance are proceeding according to plan and are expected to be
          completed by June 1999.  The expenses incurred to date by the
          General Partner in preparing for Year 2000 compliance have not had
          a material adverse impact on the General Partner's financial
          position, and the expenses to be incurred in becoming fully Year
          2000 compliant are not expected to be material.  The Partnership
          itself has no systems or information technology applications
          relevant to its operations and, thus, has no expenses related to
          addressing the Year 2000 Problem.

          In addition to the General Partner, the Partnership is dependent
          on the capability of the Advisor, the commodity exchange, the
          broker, and other third parties with whom the Partnership has
          material relationships to prepare adequately for the Year 2000
          Problem and its impact on their systems and processes.  The Advisor
          has taken action to identify any of its computer systems that are
          Year 2000 vulnerable and has not reported any problems to the
          General Partner.  The Advisor is expected to notify the General
          Partner in a timely manner if it discovers a Year 2000 vulnerable
          system and is unable to correct it by January 1, 2000.  The exchange
          participated in the Futures Industry Association Y2K Beta Test
          during September 1998 and will participate in the Futures Industry
          Association Y2K industry-wide test for Year 2000 compliance during
          the first and second quarters of 1999.  The Futures Industry
          Association Y2K Tests are to test links with outside entities.  The
          broker is addressing its Year 2000 issues and has participated
          in Year 2000 testing with various exchanges.  The broker will
          participate in the Futures Industry Association Y2K industry-wide
          test for Year 2000 compliance during the first and second quarters
          of 1999.  The General Partner is monitoring the progress of the
          brokers and the exchanges in addressing their Year 2000 issues.

          The most likely and most significant risk to the Partnership
          associated with the lack of Year 2000 readiness is the failure of
          third parties, including the Advisor, the broker, the exchange and
          various regulators to resolve their Year 2000 issues in a timely
          manner.  This risk could involve the temporary inability to transfer
          funds electronically or to determine the Net Asset Value of the
          Partnership, in which case sales could be suspended and/or
          redemption payments delayed until the Partnership's assets could be
          valued and/or funds could be transferred.  If the General Partner
          believes, prior to December 31, 1999, that the Advisor, the broker
          or the exchange have failed to resolve a Year 2000 issue likely
          to have a material adverse impact on the Partnership, the General
          Partner could direct the Advisor to attempt to close any
          Partnership positions and to remain out of the market until such
          issue is resolved.



PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in Securities.

          The General Partner registered $60,000,000 of additional Limited
          Partnership Units with the Securities and Exchange Commission
          under the Securities Act of 1933.  The Registration Statement
          on Form S-1 became effective February 16, 1999.  The offering
          commenced immediately following the effective date of the
          Registration Statement.  The proceeds from the sale of 5,088
          Limited Partnership Units totaled $9,674,650 through March 31,
          1999 and are available to support the Partnership trading
          activity.  The offering of Limited Partnership Units is
          continuing.  The General Partner pays all offering costs and
          receives 1% of the subscription price of each unit as
          reimbursement.  Such reimbursement of offering costs totaled
          $96,746 through March 31, 1999.

Item 3.   Defaults Upon Senior Securities.

          Not Applicable.

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

          None.

Item 5.   Other Information.

          None.

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

          There were no reports filed on Form 8-K.

          Exhibits filed herewith:

          Exhibit 1.0 Form of Stock Subscription Agreement by and between
          ING (U.S.) Securities, Futures & Options Inc. and ProFutures, Inc.



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                            PROFUTURES LONG/SHORTH GROWTH FUND, L.P.
                            (Partnership)


                            By /s/ Gary D. Halbert
                              ---------------------------------
                              Gary D. Halbert, President
                              ProFutures, Inc., General Partner



                           STOCK SUBSCRIPTION AGREEMENT

                                   BY AND BETWEEN

                    ING (U.S.) SECURITIES, FUTURES & OPTIONS INC.
                                         AND
                                   PROFUTURES, INC.
                       Re:  ProFutures Bull & Bear Fund, L.P.



THIS STOCK SUBSCRIPTION AGREEMENT (as it may be amended from time to time,
the "Agreement"), by and between ING Securities, Futures & Options Inc.
("ING") and ProFutures, Inc. (the "General Partner"), is made as of this
1st day of August, 1998.

WHEREAS, the General Partner entered into Stock Subscription Agreements,
dated August 15, 1990, August 15, 1991, and September 1, 1991, respectively,
each substantially in the form hereof, with Virginia Trading Corporation
("VTC"), and the Virginia Trading division of Quantum Financial Services,
Inc. ("Quantum"), respectively;

WHEREAS, the issued and outstanding capital stock of VTC was acquired by
Quantum which operated VTC's business as the Virginia Trading division of
Quantum;

WHEREAS, the issued and outstanding capital stock of Quantum was acquired by
the ING Group on January 7, 1994  and the name of Quantum was ultimately
changed to ING Securities, Futures & Options Inc.;

WHEREAS, the parties desire to enter into this Agreement to reflect (a) that
the respective rights and duties hereunder shall belong to ING, and (b) the
current terms of the stock subscription obligation of ING;

WHEREAS, pursuant to a separate Brokerage Agreement, ING is the futures
commission merchant for the ProFutures Bull & Bear Fund, L.P., a
Delaware limited partnership (the "Fund");

WHEREAS, the General Partner is obligated by the Agreement of Limited
Partnership of ATA Researchy/ProFutures Diversified Fund, L.P., as amended
and restated on December 1, 1993 (the "Agreement of Limited Partnership'),
to maintain a minimum net worth equal to: (i) the lesser of $250,000 or 15%
of the aggregate initial capital contributions of any limited partnerships
for which it acts as general partner capitalized at $2,500,000 or less; or
(ii) 10% of the aggregate capital contributions of the limited partners of
any limited partnerships for which it acts as general partner capitalized
at greater than $2,500,000 (the "Net Worth Requirement");

WHEREAS, the General Partner has the responsibility for determining the
adequacy of its net worth and the application of this Agreement towards the
Net Worth Requirement; and

WHEREAS, ING has agreed to subscribe for stock of the General Partner to
enable the General Partner to continue to meet the Net Worth Requirement.

NOW, THEREFORE, in consideration of the mutual promises made herein and
other good and valuable consideration, the parties hereto agree as follows:


1.  Purchase of Shares.  On the date hereof and continuing on a regular
    basis as agreed upon by the parties, ING and the General Partner shall
    determine the aggregate amount of the subscription for shares of the
    General Partner's common stock required to enable the General Partner to
    continue to meet the Net Worth Requirement.  Based upon such
    determination (as confirmed in writing in the form attached as Exhibit
    A, each executed original of which is incorporated herein by reference),
    ING will subscribe for the total subscription required for the General
    Partner to meet the Net Worth Requirement; provided, that in no event
    shall the total subscription with respect to the Fund exceed $7 million.
    The purchase price for the shares of common stock subscribed for by ING
    thereupon shall be equal to book value per share as determined by an
    independent certified public accountant selected and paid by the General
    Partner on the date(s) this obligation is met, but in no event less than
    $.01 per share.  In the event the Fund both exceeds its Trading Suspension
    Level and, in fact, exhausts all its assets to satisfy Fund obligations,
    the subscription required for the General Partner to satisfy the Net Worth
    Requirement shall be callable by the General Partner on demand; provided,
    however, that: (a) the General Partner shall use its own capital first to
    meet the Net Worth Requirement; and (b) any such demand shall relate only
    to capital deficiencies resulting solely from the ordinary, lawful and
    necessary operations and activities of the Fund which cause the General
    Partner's net worth to fall below the Net Worth Requirement.  The
    parties expressly acknowledge that, unless otherwise agreed in writing
    by both parties in their sole and absolute discretion as to other
    specific projects or activities, ING shall not have to subscribe to
    satisfy capital deficiencies resulting from activities and operations
    of the General Partner other than those associated with the Fund.
    Payment for the subscription called shall be made by wire transfer
    within thirty (30) days after the date of call.  Upon payment, the
    General Partner shall issue to ING that number of shares for which full
    consideration has been paid.

2.  Share Rights.  Upon issuance, all shares of the General Partner's common
    stock shall be fully paid and non-assessable and shall entitle the
    holder to all rights applicable to such shares.

3.  Computations.  For purposes of meeting the Net Worth Requirement, all
    subscriptions for common stock shall be carried at face amount without
    deduction or discount.  Any interests in the Fund owned by the General
    Partner or any of the General Partner's interests in other limited
    partnerships of which the General Partner is the general partner shall
    not be included in the computation of its net worth for compliance with
    the Net Worth Requirements.

4.  Lower Net Worth.  In the event that, at any time, the Net Worth
    Requirement set forth in the Fund's Agreement of Limited Partnership is
    amended pursuant thereto so that the Net Worth Requirement for the
    General Partner is lowered, the General Partner shall promptly notify
    ING and upon demand by ING effect a reduction in its net worth (but not
    below that required by the Agreement of Limited Partnership) by
    cancellation of such excess subscription amount in appropriate fashion.

5.  General Partner Activities.  The General Partner agrees, for so long as
    this Agreement is in effect, not to engage in any activities unrelated
    to its current activities of being: (a) a commodity trading advisor;
    (b) co-General Partner of ATA Research/ProFutures Diversified Fund, L.P.:
    (c) General Partner of the Alternative Asset Growth Fund, L.P.;
    (d) General Partner of the Fund; and (e) engaged in a similar activity
    involving ING or an associated company thereof; and (f) an introducing
    broker, without the consent of ING.  Such undertaking shall include the
    General Partner's best efforts to conserve capital and avoid expenses to
    the extent feasible to minimize the need of the General Partner to call
    the subscription, especially as it relates to the Net Worth Requirement
    attributable to the Fund.  The General Partner also agrees to cooperate
    in good faith as to ING in the conduct of its affairs including, without
    limitation, its full cooperation in responding to any reasonable request
    for information by ING.

6.  ING's Activities.  ING hereby agrees that it shall: (a) not purchase or
    otherwise acquire any Units of Limited Partnership Interest of the Fund;
    (b) provide all information which in the opinion of counsel for the
    General Partner is required for the General Partner to comply with
    federal and state securities and tax laws; and (c) cooperate in good
    faith with the General Partner in the conduct of its affairs.

7.  Amendments; Assignments.  No change or modification to this Agreement
    shall be effective unless the same shall be in writing and signed by
    each of the parties hereto.  However, this Agreement may not be assigned
    by either party without the prior written consent of the other, and any
    attempted assignment without such consent shall be void.  No change in
    ownership of either party shall in any way affect its obligation
    hereunder or in any related agreements.

8.  Third Party Beneficiaries.  Third party beneficiary rights, if any,
    under this Agreement are expressly limited to the limited partners of
    the Fund, to the Net Worth Requirement attributable to the Fund and, for
    the period commencing on the date of this Agreement, is accepted until
    the termination of this Agreement under any circumstance described in
    Paragraph 11 below.

9.  Term.  This Agreement shall continue in effect for a period of one (1)
    year from the date of this Agreement and shall be automatically renewed
    for additional one (1) year terms.  Notwithstanding the foregoing,
    either party may terminate this Agreement at anytime after having given
    the other party at least sixty (60) days prior written notice of its
    intent to terminate.  In the event the Fund terminates ING as its
    Clearing Broker, this Agreement will terminate on the same date as the
    Brokerage Agreement terminates.  In the event that ING terminates its
    Brokerage Agreement and ceases to serve as the Fund's Clearing Broker,
    or the Brokerage Agreement expires, this Agreement will continue for up
    to 60 days after the date such Brokerage Agreement terminates or
    expires.

10. Information Requirements of the General Partner.  During the term of
    this Agreement, the General Partner shall promptly furnish to ING the
    following:

    (a)  copies of all regulatory notices, complaints, legal actions or
         proceedings, and other claims involving, relating to or against
         the General Partner or against the Fund including, without
         limitation, claims by any limited partner of the Fund.

    (b)  copies of all regulatory notices, complaints, legal actions or
         proceedings, and other claims involving, relating to or against
         the General Partner or against the Fund including, without
         limitation, claims by any limited partner of the fund.

    (c)  copies of the following financial statements for the Fund:
         (i) monthly unaudited balance sheets and income statements;
         (ii) monthly asset reports for all assets regardless of where
         located; (iii) annual audited financial statements and any other
         interim audits available; and (iv) copies of statements from the
         other holders of Fund assets when they are received.

    (d)  copies of the following financial statements for the General
         Partner: (i) quarterly and annual unaudited balance sheets and
         income statements; and (ii) any audited statements available.

    (e)  copies of marketing materials used in connection with the Fund
         concurrent with their use.

    The Clearing Broker shall have the right to review the books and
    records of the General Partner (excluding any information on its
    trading systems), at its office on reasonable notice during normal
    business hours, and subject to ING's maintaining strict confidentiality
    as to the information so reviewed.

11. Other Conditions.  In the event the General Partner shall voluntarily
    file (or have involuntarily filed against it) a petition seeking
    protection from creditors pursuant to the United States Bankruptcy
    Code, as amended (the "Code"), or be subjected to the supervision of a
    receiver appointed by a state or federal court of competent
    jurisdiction, and any debtor in possession, trustee or receiver shall
    subsequently make a call upon ING for any cash contributions under
    this Agreement, the parties hereto specifically agree that ING shall be
    required to contribute such cash to the General Partner as is required
    to satisfy the Net Worth Requirement only upon the General Partner's
    transfer (free and clear of all liens and encumbrances) of such assets
    as are held in the name of the General Partner having a fair market
    value equal to, or greater than, the value of the purchase price
    required of ING by such debtor in possession, trustee or receiver.
    Such transfer of assets shall be in lieu of the General Partner's
    issuance of shares in exchange for cash; and further provided, that the
    transfer of such assets to ING shall be first approved by a United
    States Bankruptcy Court Judge, or the court officer having jurisdiction
    over any appointed receiver, and ING shall be awarded fee simple
    ownership and possession of such assets pursuant to 363 of the Code.
    In the circumstances of this paragraph, only of the required assets
    defined above by the General Partner to ING, shall ING be required to
    make the payment for any subscription called under this Agreement or
    shall the General Partner be required to issue any shares of its stock
    to ING.

12. Governing Law.  This Agreement shall be governed by and construed in
    accordance with the laws of the State of Delaware applicable to
    contracts made in that state without reference to its conflict of laws
    provisions.

13. Notices.  Any notices required or desired to be given under this
    Agreement shall be given in writing and shall be effective when given
    personally on the date delivered or, when given by mail, overnight
    courier or telefacsimile (provided receipt of the latter is orally
    confirmed), upon the date of receipt, addressed as follows (or to
    such other address as the party entitled to notice shall hereafter
    designate in accordance with the terms hereof):

        If to the General Partner:

        ProFutures, Inc.
        1310 Highway 620 South, Suite 200
        Austin, Texas  78734
        Attn:  Gary D. Halbert, President

        If to ING:

        ING (U.S.) Securities, Futures & Options, Inc.
        Sears Tower
        233 South Wacker Street
        Chicago, Illinois  60606
        Attn:  Brac Carr, Vice President

14. Entire Agreement. This Agreement contains the entire understanding of
    the parties with respect to the matters covered hereby.  All prior
    subscription agreements and concomitant obligations of the parties are
    superceded by this Agreement.


IN WITNESS WHEREOF, the parties have duly executed this Agreement under
seal as of the date first above written.


                             ING (U.S.) SECURITIES, FUTURES & OPTIONS, INC.


                             By:
                                -------------------------------------------

                             Name:
                                  -----------------------------------------

                             Title:
                                   ----------------------------------------


                             PROFUTURES, INC.

                             By:
                                -------------------------------------------
                                Gary D. Halbert, President



                                     EXHIBIT A



                   ING (U.S.) SECURITIES, FUTURES & OPTIONS, INC.
                                    Sears Tower
                              233 South Wacker Street
                             Chicago, Illinois  60606
                                  (312) 496-7000



August 1, 1998


Gary Halbert, President
ProFutures, Inc.
1310 Highway 620 South, Suite 200
Austin Texas   78734

Dear Mr. Halbert:

This is to confirm to ProFutures, Inc. the obligation of the undersigned
ING (U.S.) Securities, Futures & Options, Inc. ("ING") pursuant to the
August 1, 1998 Stock Subscription Agreement (as amended from time to time,
the "Agreement") between ProFutures, Inc. ("ProFutures") and ING, as
outlined below.  As of July 31, 1998, the aggregate relevant capital
contributions by the limited partners of ProFutures Bull & Bear Fund,
L.P. (the "Fund") for Units still outstanding was $7,462,507.  Pursuant
to the Agreement, accordingly, ING hereby subscribes to purchase 35,230
shares of ProFutures (at $188.71 per share), being that number of shares
which will enable ProFutures to maintain its Net Worth Requirement as
defined in the Agreement.  It is our understanding under the Agreement
that such subscription will be called only if and subject to the conditions
as set forth in the Agreement occur. This subscription commitment supersedes
all prior subscription commitments pursuant to the Agreement.

                             ING (U.S.) SECURITIES, FUTURES & OPTIONS, INC.


                             By:
                                -------------------------------------------

                             Name:
                                  -----------------------------------------

                             Title:
                                   ----------------------------------------



ACKNOWLEDGED:


PROFUTURES, INC.


By:
   -------------------------------------------
   Gary D. Halbert, President