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 June 30, 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
             June 30, 1999 (Unaudited) and December 31, 1998 (Audited)
                                   -------------



                                                   June 30,      December 31,
                                                     1999            1998
                                                     ----            ----
ASSETS
  Equity in broker trading account
    Cash                                         $37,254,395     $15,444,073
    United States government securities              496,594       3,406,808
    Unrealized gain (loss) on open contracts               0       1,163,250
                                                ------------     -----------

          Deposits with broker                    37,750,989      20,014,131

  Cash                                             2,226,918          10,415
  Subscriptions receivable                           273,712               0
                                                 -----------     -----------

          Total assets                           $40,251,619     $20,024,546
                                                 ===========     ===========

LIABILITIES
  Accounts payable                               $    32,158     $    12,215
  Commissions and other trading fees
    on open contracts                                      0             771
  General Partner management fee                      93,737          46,529
  Advisor incentive fee                              293,116       1,400,060
  Redemption payable                                  57,000          10,000
                                                 -----------     -----------

          Total liabilities                          476,011       1,469,575
                                                 -----------     -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 61.4461 units
    outstanding at June 30, 1999 and
    December 31, 1998                                120,989         116,671
  Limited Partners - 20,139.1426 and
    9,710.7200 units outstanding at
    June 30, 1999 and December 31, 1998           39,654,619      18,438,300
                                                 -----------     -----------

          Total partners' capital
            (Net Asset Value)                     39,775,608      18,554,971
                                                 -----------     -----------

                                                 $40,251,619     $20,024,546
                                                 ===========     ===========


                              See accompanying notes.



                      PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                             STATEMENTS OF OPERATIONS
                  For the Six Months Ended June 30, 1999 and 1998
                                    (Unaudited)
                                   -------------



                                                      Six months ended
                                                          June 30,
                                                    1999            1998
                                                    ----            ----
INCOME
  Trading gains (losses)
    Realized                                    $ 2,636,969     $   975,789
    Change in unrealized                         (1,163,250)         (2,175)
                                                -----------     -----------

          Gain from trading                       1,473,719         973,614

  Interest income                                   617,092         115,348
                                                -----------     -----------

          Total income                            2,090,811       1,088,962
                                                -----------     -----------

EXPENSES
  Brokerage commissions                               8,138           2,333
  General Partner management fee                    388,423          63,807
  Advisor incentive fee                             293,116         171,310
  Operating expenses                                 48,551          27,673
                                                -----------     -----------

          Total expenses                            738,228         265,123
                                                -----------     -----------

          NET INCOME                            $ 1,352,583     $   823,839
                                                ===========     ===========

NET INCOME PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of
  units outstanding during the period of
  13,491.9490 and 3,650.5036, respectively)     $    100.25     $    225.68
                                                ===========     ===========

INCREASE IN NET ASSET VALUE PER GENERAL
  AND LIMITED PARTNER UNIT                      $     70.27     $    256.26
                                                ===========     ===========


                              See accompanying notes.



                      PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                             STATEMENTS OF OPERATIONS
                 For the Three Months Ended June 30, 1999 and 1998
                                    (Unaudited)
                                   -------------



                                                     Three months ended
                                                          June 30,
                                                    1999            1998
                                                    ----            ----
INCOME
  Trading gains (losses)
    Realized                                    $ 1,058,064     $   346,326
    Change in unrealized                            541,475        (280,000)
                                                -----------     -----------

          Gain from trading                       1,599,539          66,326

  Interest income                                   385,859          69,217
                                                -----------     -----------

          Total income                            1,985,398         135,543
                                                -----------     -----------

EXPENSES
  Brokerage commissions                               5,030           1,617
  General Partner management fee                    244,418          37,700
  Advisor incentive fee                             293,116          12,942
  Operating expenses                                 34,808          12,717
                                                -----------     -----------

          Total expenses                            577,372          64,976
                                                -----------     -----------

          NET INCOME                            $ 1,408,026     $    70,567
                                                ===========     ===========

NET INCOME PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of
  units outstanding during the period of
  17,035.6881 and 4,114.7685, respectively)     $     82.65     $     17.15
                                                ===========     ===========

INCREASE IN NET ASSET VALUE PER GENERAL
  AND LIMITED PARTNER UNIT                      $     73.66     $     23.28
                                                ===========     ===========


                              See accompanying notes.

<TABLE>

                      PROFUTURES LONG/SHORT GROWTH FUND, L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
                  For the Six Months Ended June 30, 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 income for the
  six months ended
  June 30, 1999                            4,318    1,348,265    1,352,583

Additions                  10,809.8386         0   20,599,942   20,599,942

Redemptions                  (381.4160)        0     (731,888)    (731,888)
                           -----------  --------  -----------  -----------

Balances at
   June 30, 1999           20,200.5887  $120,989  $39,654,619  $39,775,608
                           ===========  ========  ===========  ===========

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

Net income for the
  six months ended
  June 30, 1998                            8,334      815,505      823,839

Additions                   3,102.0846    36,931    3,678,879    3,715,810

Redemptions                   (79.1017)        0      (90,494)     (90,494)
                           -----------  --------  -----------  -----------

Balances at
   June 30, 1998            6,067.2471  $ 74,578  $ 7,289,313  $ 7,363,891
                           ===========  ========  ===========  ===========


Net asset value
 per unit at
  December 31, 1997                       $    957.45
                                          ===========
  June 30, 1998                           $  1,213.71
                                          ===========
  December 31, 1998                       $  1,898.76
                                          ===========
  June 30, 1999                           $  1,969.03
                                          ===========
</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 June 30, 1999, and the results of operations for
         the six and three months ended June 30, 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 $205,999 and $109,252 for the
         six and three months ended June 30, 1999 and $37,158 and $30,961 for
         the six and three months ended June 30, 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 June 30, 1999 and December 31, 1998, the capital
         accounts of the General Partner and/or its principals and affiliates
         totaled $735,470 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 June 30, 1999 and December 31, 1998, the initial margin
         requirement of $0 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 June 30, 1999 of $273,712 were received by the
         Partnership on or before July 1, 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 six months ended June 30, 1999 and 1998 was approximately
         $(485,200) and $166,400, respectively, and the related fair values at
         June 30, 1999 and December 31, 1998 are approximately $0 and
         $1,163,000, respectively.

         Net trading results from derivatives for the six and three months
         ended June 30, 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
         June 30, 1999, there are no open contracts, and at December 31, 1998,
         the maturity date for all open contracts is March 1999.

         At June 30, 1999 and December 31, 1998, the notional amount of
         open contracts to purchase totaled approximately $0 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 June 30, 1999, 20,200.5887 Units are outstanding, including
          61.4461 General Partner Units, with an aggregate Net Asset Value
          of $39,775,608 ($1,969.03 per Unit).  This represents an increase
          in Net Asset Value of $21,220,637 compared with December 31, 1998.
          The increase primarily relates to sales of limited partnership
          interests.

     C.   RESULTS OF OPERATIONS:  For the three months ended June 30, 1999,
          the Partnership had net income of $1,408,026, as compared to net
          income of $70,567 for the three months ended June 30, 1998.  For
          the six months ended June 30, 1999, the Partnership had net income
          of $1,352,583, as compared to net income of $823,839 for the six
          months ended June 30, 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 were substantially
          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 also participated 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
          participated 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 10,810
          Limited Partnership Units totaled $20,599,942 through June 30,
          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
          $205,999 through June 30, 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:

          None.



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