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 September 30, 2005
                                --------------

                        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.
                              11719 Bee Cave Road
                                   Suite 200
                              Austin, Texas 78738
                    ---------------------------------------
                    (Address of principal executive office)

                         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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                     Yes
                                     No  X


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

                    PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                       STATEMENTS OF FINANCIAL CONDITION
        September 30, 2005 (Unaudited) and December 31, 2004 (Audited)
                               -----------------

<TABLE>
<CAPTION>

                                                                           September 30,               December 31,
                                                                                2005                       2004
                                                                                ----                       ----
ASSETS
  Equity in broker trading accounts
<S>                                                                 <C>                         <C>
    Cash                                                            $         5,016,235         $        7,486,415
    Option premiums (received)                                                  (40,838)                   (60,712)
    Unrealized gain on open contracts                                            42,299                    295,523
                                                                    ---------------------       --------------------

        Deposits with broker                                                  5,017,696                  7,721,226

  Cash                                                                            3,289                      3,339
  Other assets                                                                    2,919                          0
                                                                    ---------------------       --------------------

        Total assets                                                $         5,023,904        $         7,724,565
                                                                    =====================       ====================

LIABILITIES
  Accounts payable                                                  $            21,429         $           20,134
  Commissions and other trading fees
   on open contracts                                                                962                      3,762
  Incentive fees payable                                                         14,463                     71,102
  Management fees payable                                                        17,409                     25,575
  Redemptions payable                                                           181,498                    194,405
                                                                    ---------------------       --------------------

        Total liabilities                                                       235,761                    314,978
                                                                    ---------------------       --------------------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 61 units outstanding
   at September 30, 2005 and December 31, 2004                                   62,333                     71,243
  Limited Partners - 4,659 and 6,329 units
   outstanding at September 30, 2005 and
   December 31, 2004                                                          4,725,810                  7,338,344
                                                                    ---------------------       --------------------

        Total partners' capital
         (Net Asset Value)                                                    4,788,143                  7,409,587
                                                                    ---------------------       --------------------

                                                                    $         5,023,904         $        7,724,565
                                                                    =====================       ====================


                                               See accompanying notes.

</TABLE>


<PAGE>


                    PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                      CONDENSED SCHEDULES OF INVESTMENTS
        September 30, 2005 (Unaudited) and December 31, 2004 (Audited)
                               -----------------

<TABLE>
<CAPTION>

                                                          September 30, 2005                December 31, 2004
                                                          ------------------                -----------------

                                                                      % of Net                          % of Net
LONG FUTURES CONTRACTS                               Value          Asset Value         Value         Asset Value
----------------------                               -----          -----------         -----         -----------

<S>                                            <C>                     <C>        <C>                    <C>
     Agricultural                              $        7,046           0.15%     $       76,976          1.04%
     Currency                                           6,140           0.13%            (29,489)        (0.40)%
     Energy                                             1,470           0.03%                  0          0.00%
     Interest rate                                    (23,682)         (0.49)%            14,110          0.19%
     Metal                                            (12,787)         (0.27)%           139,404          1.88%
     Stock index                                            0           0.00%            144,914          1.96%
                                               ---------------   ---------------  ---------------   --------------

     Total long futures contracts              $      (21,813)         (0.45)%    $      345,915          4.67%
                                               ===============   ===============  ===============   ==============

SHORT FUTURES CONTRACTS
-----------------------

     Agricultural                              $       2,492            0.05%     $          335          0.00%
     Currency                                         19,063            0.40%                  0          0.00%
     Energy                                                0            0.00%             61,300          0.83%
     Interest rate                                     5,766            0.12%              2,430          0.03%
     Metal                                            28,016            0.58%           (137,157)        (1.85)%
                                               ---------------   ---------------  ---------------   --------------

     Total short futures contracts             $      55,337            1.15%     $      (73,092)        (0.99)%
                                               ===============   ===============  ===============   ==============

     Total futures contracts                   $      33,524            0.70%     $      272,823          3.68%
                                               ===============   ===============  ===============   ==============

WRITTEN OPTIONS ON FUTURES CONTRACTS
------------------------------------

     Stock index options                       $     (32,063)          (0.67)%    $      (37,700)        (0.51)%

     Currency options                                      0            0.00%               (312)         0.00%
                                               ---------------   ---------------  ---------------   --------------

     Total written options on futures
       contracts (premiums received-
       $40,838 and $60,712)                    $     (32,063)          (0.67)%    $      (38,012)        (0.51)%
                                               ===============   ===============  ===============   ==============


                                               See accompanying notes.

</TABLE>


<PAGE>


                    PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                           STATEMENTS OF OPERATIONS
    For the Three Months and Nine Months Ended September 30, 2005 and 2004
                                  (Unaudited)

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

<TABLE>
<CAPTION>

                                                                   Three Months Ended                Nine Months Ended
                                                                     September 30,                     September 30,
                                                                 2005             2004             2005             2004
                                                                 ----             ----             ----             ----
   TRADING GAINS (LOSSES)
     Gain (loss) from trading
   <S>                                                    <C>              <C>               <C>               <C>
       Realized                                           $    (129,611)   $    (286,323)    $   (309,097)     $   (43,062)
       Change in unrealized                                    (258,728)         813,164          253,224          485,805
       Brokerage commissions                                    (14,844)         (50,142)        (101,005)        (177,307)
                                                          --------------   --------------    -------------     ------------
          Total trading gains (losses)
                                                               (403,183)         476,699         (663,326)         265,436
                                                          --------------   --------------    -------------     ------------

   NET INVESTMENT (LOSS)
       Income                                                                          0                                 0
         Interest income                                         42,465           28,537          124,617           71,336
                                                          --------------   --------------    -------------     ------------

       Expenses
         Incentive fees                                          14,463           57,218           56,661          196,965
         Management fees                                         35,737           50,581          123,260          160,123
         Operating expenses                                      28,684           26,835          111,485           87,409
                                                          --------------   --------------    -------------     ------------

            Total expenses                                       78,884          134,634          291,406          444,497
                                                          --------------   --------------    -------------     ------------

            Net investment (loss)                               (36,419)        (106,097)        (166,789)        (373,161)
                                                          --------------   --------------    -------------     ------------

            NET INCOME (LOSS)                             $    (439,602)   $     370,602     $   (830,115)     $  (107,725)
                                                          ==============   ==============    =============     ============

   NET INCOME (LOSS) PER GENERAL
     AND LIMITED PARTNER UNIT
       (based on weighted average number of
       units outstanding during the period of
       5,083, 7,284, 5,694 and 7,634,
       respectively)                                      $      (86.48)   $       50.88     $    (145.79)     $    (14.11)
                                                          ==============   ==============    =============     ============
   INCREASE (DECREASE) IN NET
     ASSET VALUE PER GENERAL
     AND LIMITED PARTNER UNIT                             $      (87.14)   $       52.14     $     145.01      $    (10.57)
                                                          ==============   ==============    =============     ============



                                                     See accompanying notes.

</TABLE>


<PAGE>


                    PROFUTURES LONG/SHORT GROWTH FUND, L.P.
         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
             For the Six Months Ended September 30, 2005 and 2004
                                  (Unaudited)
                               -----------------

<TABLE>
<CAPTION>

                                               Total
                                             Number of                           Partners' Capital
                                                               -------------------------------------------------------
                                               Units                General            Limited              Total
                                         ------------------    ----------------     --------------     ---------------

<S>                                         <C>                   <C>              <C>                  <C>
Balances at
 December 31, 2004                                  6,390           $  71,243      $  7,338,344         $  7,409,587

Net (loss) for the nine months
 ended September 30, 2005                                              (8,910)         (821,205)            (830,115)

Redemptions                                        (1,670)                  0        (1,791,329)          (1,791,329)
                                         ------------------    ----------------     --------------     ---------------

Balances at
 September 30, 2005                                 4,720           $  62,333      $  4,725,810         $  4,788,143
                                         ==================    ================     ==============     ===============

Balances at
 December 31, 2003                                  8,210           $  66,976      $  8,882,156         $  8,949,132

Net (loss) for the nine months
 ended September 30, 2004                                                (649)         (107,076)            (107,725)

Redemptions                                        (1,263)                  0        (1,341,860)          (1,341,860)
                                         ------------------    ----------------     --------------     ---------------

Balances at
 September 30, 2004                                 6,947           $  66,327      $  7,433,220         $  7,499,547
                                         ==================    ================     ==============     ===============



                                                                   Net Asset Value Per Unit
                                         -----------------------------------------------------------------------------

                                            September 30,         December 31,       September 30,       December 31,
                                                 2005                 2004                2004               2003
                                         -------------------    ---------------     ---------------    ----------------

                                            $  1,014.52           $  1,159.53         $  1,079.51        $  1,090.08
                                         ===================    ===============     ===============    ================


                                               See accompanying notes.

</TABLE>


<PAGE>


                    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 futures contracts and options on futures contracts.

          B.   Regulation

               As a registrant with the Securities and Exchange Commission,
               the Partnership is subject to the regulatory requirements under
               the Securities Act of 1933 and the Securities Exchange Act of
               1934. As a commodity investment pool, the Partnership is
               subject to the regulations of the Commodity Futures Trading
               Commission, an agency of the 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.

          C.   Method of Reporting

               The Partnership's financial statements are presented in
               accordance with accounting principles generally accepted in the
               United States of America, 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 trade
               price and quoted market price) are reflected 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.

               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.

          D.   Brokerage Commissions

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


<PAGE>


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

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

          E.   Income Taxes

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

          F.   Foreign Currency Transactions

               The Partnership's functional currency is the U.S. dollar;
               however, it transacts business in currencies other than the
               U.S. dollar. Assets and liabilities denominated in currencies
               other than the U.S. dollar are translated into U.S. dollars at
               the rates in effect at the date of the statement of financial
               condition. Income and expense items denominated in currencies
               other than the U.S. dollar are translated into U.S. dollars at
               the rates in effect during the period. Gains and losses
               resulting from the translation to U.S. dollars are reported in
               income currently.

          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."

          H.   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 September 30, 2005, and the results of
               operations for the three months and nine months ended September
               30, 2005 and 2004.

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

          The General Partner of the Partnership is ProFutures, Inc., which
          conducts and manages the business of the Partnership. The Limited
          Partnership Agreement 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 September 30,
          2005 and December 31, 2004, the capital accounts of the General
          Partner and/or its principals and affiliates totaled $436,362 and
          $608,685, respectively.

          The Limited Partnership Agreement was amended effective February 16,
          1999 and generally requires that the General Partner maintain a net
          worth of up to $1,000,000.


<PAGE>


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

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

          Effective October 22, 2004, ProFutures, Inc. has a callable stock
          subscription agreement with Man Financial Inc. (MFI), the
          Partnership's broker, whereby MFI has subscribed to purchase (up to
          $7,000,000, subject to conditions set forth in the stock
          subscription agreement dated October 22, 2004) the number of shares
          of common stock of ProFutures, Inc. necessary to maintain the
          General Partner's net worth requirements. Prior to October 22, 2004,
          ProFutures, Inc. had a callable stock subscription agreement with
          ABN AMRO Incorporated (ABN), the Partnership's prior broker, whereby
          ABN had subscribed to purchase (up to $7,000,000, subject to the
          conditions set forth in the stock subscription agreement as amended
          effective May 20, 2002) the number of shares of common stock of
          ProFutures, Inc. necessary to maintain the General Partner's net
          worth requirements.

          The Partnership pays the General Partner a monthly management fee
          equal to 1/6 of 1% (2% annually) of month-end Net Assets (as defined
          in the Limited Partnership Agreement).

          Total management fees earned by ProFutures, Inc. for the nine months
          ended September 30, 2005 and 2004 were $92,309 and $121,530,
          respectively. Such management fees earned for the three months ended
          September 30, 2005 and 2004 were $26,624 and $37,888, respectively.
          Management fees payable to ProFutures, Inc. as of September 30, 2005
          and December 31, 2004 were $8,297 and $12,695, respectively.

Note 3.   COMMODITY TRADING ADVISORS
          --------------------------

          The Partnership has advisory contracts with several commodity
          trading advisors to furnish investment management services to the
          Partnership. Certain advisors receive management fees equal to 1%
          annually of Allocated Net Asset Value (as defined in each respective
          trading advisory contract). In addition, the trading advisors
          receive quarterly incentive fees ranging from 20% to 25% of Trading
          Profits (as defined). Total management fees earned by the trading
          advisors for the nine months ended September 30, 2005 and 2004
          amounted to $30,951 and $38,593, respectively. Such management fees
          earned by the trading advisors for the three months ended September
          30, 2005 and 2004 were $9,113 and $12,693, respectively.

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

          The Partnership deposits funds with MFI (ABN prior to October 2004)
          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.


<PAGE>


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

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

          At September 30, 2005 and December 31, 2004, the initial margin
          requirement of $867,440 and $2,049,867, respectively, is satisfied
          by the deposit of cash with the broker.

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

          Investments in the Partnership were made by subscription agreement,
          subject to acceptance by the General Partner. Effective November
          2000, the Partnership is closed to new investment; however, the
          General Partner may reopen the Partnership to new investments in the
          future.

          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 U.S. and
          foreign futures contracts and options on U.S. and foreign futures
          contracts (collectively, "derivatives"). 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 and options on 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.

          Open contracts generally mature within three months, however, the
          Partnership intends to close all contracts prior to maturity. At
          September 30, 2005, the latest maturity date for open contracts is
          March 2006.

          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 notional contract value of futures contracts
          purchased and unlimited liability on such contracts sold short. As
          both a buyer and seller of options, the Partnership pays or


<PAGE>


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

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

          receives a premium at the outset and then bears the risk of
          unfavorable changes in the price of the contract underlying the
          option. Written options expose the Partnership to potentially
          unlimited liability, and purchased options expose the Partnership to
          a risk of loss limited to the premiums paid.

          The Partnership has assets on deposit with a financial institution
          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.

          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 trading activity of the various trading
          advisors, with the actual market risk controls being applied by the
          advisors themselves. 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.   GUARANTEES
          ----------

          In the normal course of business, the Partnership enters into
          contracts and agreements that contain a variety of representations
          and warranties and which provide general indemnifications. The
          Partnership's maximum exposure under these arrangements is unknown,
          as this would involve future claims that may be made against the
          Partnership that have not yet occurred. The Partnership expects the
          risk of any future obligation under these indemnifications to be
          remote.


<PAGE>


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


Note 8.   FINANCIAL HIGHLIGHTS
          --------------------

          The following information presents per unit operating performance
          data and other supplemental financial data for the three months and
          nine months ended September 30, 2005 and 2004. This information has
          been derived from information presented in the financial statements.


<TABLE>
<CAPTION>

                                                                        Three months ended           Nine months ended
                                                                           September 30,               September 30,
                                                                       2005          2004          2005           2004
                                                                    (Unaudited)   (Unaudited)   (Unaudited)    (Unaudited)
                                                                    -----------   -----------   -----------    -----------
           Per Unit Performance
           (for a unit outstanding throughout the entire period)
           -----------------------------------------------------

           <S>                                                       <C>           <C>            <C>           <C>
           Net asset value per unit at beginning of period           $1,101.66     $1,027.37      $1,159.53     $1,090.08
                                                                     ---------     ---------      ---------     ---------
           Income (loss) from operations:
                Total trading gains (losses) (1)                        (79.97)        66.70        (115.72)        38.31
                Net investment (loss) (1)                                (7.17)       (14.56)        (29.29)       (48.88)
                                                                 -------------  ------------   ------------  ------------
                         Total income (loss) from operations            (87.14)        52.14        (145.01)       (10.57)
                                                                  ------------  ------------   ------------  ------------
           Net asset value per unit at end of period                 $1,014.52     $1,079.51      $1,014.52     $1,079.51
                                                                     =========     =========      =========     =========
           Total Return (3)                                              (7.91)%        5.08 %       (12.51)%       (0.97)%
                                                                      =========     =========       ========     =========
           Supplemental Data

           Ratios to average net asset value:
                Expenses prior to incentive fees (4)                      5.02 %        4.18 %         5.27 %        4.16 %
                Incentive fees (3)                                        0.28 %        0.77 %         0.95 %        2.48 %
                                                                      ---------     ---------      ---------     ---------
                         Total expenses                                   5.30 %        4.95 %         6.22 %        6.64 %
                                                                      =========     =========      =========     =========
                Net investment (loss) (2), (4)                           (1.71)%       (2.64)%        (2.47)%       (2.96)%
                                                                      =========     =========      =========     =========

</TABLE>


Total returns are calculated based on the change in value of a unit during the
period. An individual partner's total returns and ratios may vary from the
above total returns and ratios based on the timing of redemptions.

--------------------
(1)  The net investment (loss) per unit is calculated by dividing the net
     investment (loss) by the average number of units outstanding during the
     period. Total trading gains (losses) is a balancing amount necessary to
     reconcile the change in net asset value per unit with the other per unit
     information. Such balancing amount may differ from the calculation of
     total trading gains (losses) per unit due to the timing of trading gains
     and losses during the period relative to the number of units outstanding.
(2)  Excludes incentive fees.
(3)  Not annualized.
(4)  Annualized.


<PAGE>


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

          Reference is made to Item 1, "Financial Statements." The information
          contained therein is essential to, and should be read in conjunction
          with, the following analysis.

          Critical Accounting Policies
          ----------------------------

          The preparation of financial statements in conformity with
          accounting principles generally accepted in the United States
          requires management to make estimates and assumptions that affect
          the reported amounts of assets and liabilities and disclosures of
          contingent assets and liabilities at the date of the financial
          statements and the reported amounts of income and expense during the
          reporting period. Management believes that the estimates utilized in
          preparing the financial statements are reasonable and prudent;
          however, actual results could differ from those estimates. The
          Partnership's significant accounting policies are described in
          detail in Note 1 to the Financial Statements.

          The Partnership records all investments at fair value in its
          financial statements, with changes in fair value reported as a
          component of realized and change in unrealized trading gain (loss)
          in the Statements of Operations. Generally, fair values are based on
          market prices; however, in certain circumstances, estimates are
          involved in determining fair value in the absence of an active
          market closing price (e.g., swap and forward contracts which are
          traded in the inter-bank market).

          A. LIQUIDITY: Substantially all of the Partnership's assets are
          highly liquid, such as cash and open futures and option contracts.
          It is possible that extreme market conditions or daily price
          fluctuation limits at exchanges could adversely affect the liquidity
          of open futures contracts. There are no restrictions on the
          liquidity of these assets except for amounts on deposit with the
          broker needed to meet margin requirements on open futures contracts.

          B. CAPITAL RESOURCES: Since the Partnership's business is the
          purchase and sale of various commodity interests, it will make few,
          if any, capital expenditures.

          The Partnership raises additional capital only through the sale of
          Units and trading profits (if any) and does not engage in borrowing.
          The Partnership sells no securities other than the Units. Effective
          November 2000, the Partnership is closed to new investment; however,
          the General Partner may reopen the Partnership to new investments in
          the future.


<PAGE>


          C. RESULTS OF OPERATIONS: The Partnership's net income for the nine
          months ended September 30, 2005 and 2004 totaled:

                                                  2005            2004
                                                  ----            ----

          Three months ended March 31          $(470,368)       $154,214

          Three months ended June 30           $79,855          $(632,541)

          Three months ended September 30      $(439,602)       $370,602
                                               ----------       --------

          Nine months ended September 30       $(830,115)       $(107,725)
                                               ==========       ==========

          At September 30, 2005, partners' capital totaled $4,788,143, a net
          decrease of $2,621,444 from December 31, 2004, due to redemptions of
          Units and a net loss for the nine months ended September 30, 2005.

          At September 30, 2004, partners' capital totaled $7,499,547, a net
          decrease of $1,449,585 from December 31, 2003, due to redemptions of
          Units exceeding net income for the nine months ended September 30,
          2004.

          Effective September 12, 2005, the General Partner dismissed Meyer
          Capital Management, Inc. as a commodity trading advisor for the
          Partnership and subsequently engaged Tuscon Management, LLC as a
          commodity trading advisor for the Partnership effective October 1,
          2005.

          Third Quarter 2005
          ------------------

          Some of the previous trends in the commodity markets continued in
          the third quarter. Interest rates and energy were especially
          volatile. The Partnership had significant losses in interest rates.

          Partnership had a loss of 5.46% in July. The Partnership had gains
          in base metals, foreign currencies and stock indices. There were
          losses in almost all other sectors, including large losses in
          interest rates, with smaller losses in precious metals, energy and
          certain agricultural commodities.

          Partnership had a gain of 3.74% in August. The Partnership had large
          gains in energy, with smaller gains in stock indices, metals and
          interest rates. There were losses in agriculture and foreign
          currencies.

          Partnership had a loss of 6.11% in September. The Partnership had
          some gains in stock indices and foreign currencies. There were large
          losses in energy and interest rates, with smaller losses in metals
          and certain agricultural commodities.

          Overall, the Partnership ended the quarter with a loss.


<PAGE>


          Second Quarter 2005
          -------------------

          The second quarter of 2005 saw some trends emerge in the commodity
          markets that the Partnership's traders were able to capitalize on
          nicely. Interest rates and the U.S. dollar trades were especially
          profitable. Oil prices continued to be volatile.

          The Partnership had a loss of 2.85% in April. The Partnership had
          losses in energy, stock indices, metals and certain agricultural
          commodities. There were large gains in interest rates (especially
          bonds), but they were not enough to offset the losses in other
          sectors.

          The Partnership had a gain of 3.47% in May. The Partnership had
          large gains in interest rates, with smaller gains in foreign
          currencies, equities and energy. There were some small losses in
          agriculture and metals.

          The Partnership had a gain of 0.96% in June. The Partnership had
          large gains in interest rates and equities, with smaller gains in
          currencies and precious metals. There were losses in base metals,
          energy and certain agricultural commodities.

          The Partnership ended the quarter with a small gain.

          First Quarter 2005
          ------------------

          The first quarter of 2005 was an especially volatile one for oil
          prices and for interest rates. Oil prices continue to climb, and
          then drop. Short-term interest rates climbed as the Fed continued
          its policy of raising short-term rates.

          The Partnership had a loss of 3.25% in January. For the month, the
          Partnership had gains in stock indices, interest rates and certain
          agricultural commodities. There were large losses in foreign
          currencies and metals, with smaller losses in energy.

          The Partnership had a loss of 1.80% in February. For the month, the
          Partnership had gains in stock indices, metals and energy. These
          gains were offset by large losses in agricultural commodities and
          bonds.

          The Partnership had a loss of 1.47% in March. For the month, the
          Partnership had large gains in energy, with only marginal gains in
          interest rates. There were losses in foreign currencies,
          agricultural commodities and metals.

          The Partnership ended the quarter with a loss.


<PAGE>


          Third Quarter 2004
          ------------------

          The economy continued to grow in the third quarter of 2004, though
          at a slower pace. The economic news was a little more mixed, with
          both good news and not-so-good news. Overall though, the growth is
          continuing, though rising oil prices, trading above $50 a barrel,
          could put a damper on things in the coming months.

          The Partnership had a gain of 1.14% in July 2004. It was once again
          a very difficult month in the markets, especially for trend
          followers, though the Partnership did manage a small gain. The
          Partnership had large gains in energy, with smaller gains in
          agricultural commodities and metals. There were losses in equities,
          foreign currencies and interest rates.

          The Partnership had a loss of 3.98% for August 2004. The Partnership
          had gains in bonds, interest rates and equities. There were losses
          mainly in foreign currencies, energy, metals and agricultural
          commodities.

          The Partnership had a gain of 8.20% in September 2004. The
          Partnership had large gains in energy, capitalizing on surging oil
          prices. There were also large gains in base metals, with smaller
          gains in equities and foreign currencies. There were some losses in
          agricultural commodities, interest rates and precious metals.

          The Partnership ended the third quarter of 2004 with a gain of 5.08%
          and a loss of (0.97)% for the nine months ended September 30, 2004.
          The majority of the Partnership's trading gains were in the energy,
          equity and metals market sectors, offset by losses in the
          agricultural, interest rates and foreign currencies market sectors.

          Second Quarter 2004
          -------------------

          The economic recovery continued in the second quarter of 2004, and
          most economic news was positive, though there was a little slowdown
          in June. The futures markets were again volatile, especially in
          energy, interest rates and currencies.

          The Partnership had a loss of 5.63% in April 2004. There were gains
          in interest rates, equities and energy. However, these were offset
          by losses in metals, foreign currencies and agriculture.

          The Partnership had a gain of 1.80% in May 2004. There were gains in
          energy, interest rates and metals. There were losses in agriculture,
          equities and foreign


<PAGE>


          currencies. Clarke Capital had a stellar month, up nearly 9%, which
          was partially offset by losses from Meyer Capital.

          The Partnership had a loss of 3.67% in June 2004. There were losses
          in all sectors except equities. The largest losses were in foreign
          currencies and energy.

          Overall, the Partnership's total return was (7.46)% for the quarter
          and (5.75)% for the six months ended June 30, 2004. The majority of
          the Partnership's trading gains were in the energy sector and the
          largest loss was in agricultural commodities.

          First Quarter 2004
          ------------------

          The economy continued to improve in the first quarter of 2004, and
          most economic news was positive. The futures markets continued to be
          volatile, especially energy and currencies.

          The Partnership had a loss of 1.79% in January 2004. There were
          gains in stock indexes, metals and energy. These were offset by
          losses in agricultural commodities, foreign currencies and interest
          rates.

          The Partnership had a gain of 1.92% in February 2004. There were
          large gains in stock indexes, with smaller gains in interest rates,
          metals, energy and grains. There were some losses in agricultural
          commodities and foreign currencies.

          The Partnership had a gain of 1.75% in March 2004. There were gains
          in metals, interest rates and equities, with smaller gains in
          certain agricultural commodities. There were some losses in energy
          and foreign currencies.

          Overall, the Partnership ended the quarter with a total return of
          1.84%. The majority of the trading gains were in equities and metals
          and the largest loss was in foreign currencies.

          Market and Credit Risk
          ----------------------

          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 trading activity of the various advisors
          with the actual market risk controls being applied by the advisors
          themselves. 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.


<PAGE>


          Due to the speculative nature of trading derivatives, the
          Partnership's income or loss from operations may vary widely from
          period to period. Management cannot predict whether the
          Partnership's future Net Asset Value per Unit will increase or
          experience a decline.

          PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

          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.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          Not Applicable.

Item 4.   Controls and Procedures

          ProFutures, Inc., as General Partner of ProFutures Long/Short Growth
          Fund, L.P., with the participation of the General Partner's
          President and Chief Financial Officer, has evaluated the
          effectiveness of the design and operation of its disclosure controls
          and procedures (as defined in the Securities Exchange Act of 1934
          Rules 13a-15(e) or 15d-15(e)) with respect to the Partnership as of
          the end of the period covered by this quarterly report. Based on
          their evaluation, the President and Chief Financial Officer have
          concluded that these disclosure controls and procedures are
          effective. There were no changes in the General Partner's internal
          control over financial reporting applicable to the Partnership
          identified in connection with the evaluation required by paragraph
          (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the
          last fiscal quarter that have materially affected, or are reasonably
          likely to materially affect, internal control over financial
          reporting applicable to the Partnership.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

          (c) Pursuant to the Partnership's Limited Partnership Agreement,
          partners may redeem their Limited Partnership Units at the end of
          each calendar month at the then current Net Asset Value per Unit.
          The redemption of Units has no impact on the value of Units that
          remain outstanding, and Units are not reissued once redeemed.

          The following table summarizes the redemptions by partners during
          the three months ended September 30, 2005:


<PAGE>


           MONTH               UNITS REDEEMED             NAV PER UNIT
           -----               --------------             ------------

           July 31, 2005          139.8602                 $1,041.50

           August 31, 2005        206.3703                 $1,080.50

           September 30, 2005     178.9005                 $1,014.52
                                  --------

           TOTAL                  525.1310
                                  ========

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

           Exhibits filed herewith:

          31.01  Certification of Gary D. Halbert, President, pursuant to
                 Rules 13a-14 and 15d-14 of the Securities Exchange Act
                 of 1934.

          31.02  Certification of Debi B. Halbert, Chief Financial Officer,
                 pursuant to Rules 13a-14 and 15d-14 of the Securities
                 Exchange Act of 1934.

          32.01  Certification of Gary D. Halbert, President, pursuant to 18
                 U.S.C. Section 1350 as enacted by Section 906 of The
                 Sarbanes-Oxley Act of 2002.

          32.02  Certification of Debi B. Halbert, Chief Financial Officer,
                 pursuant to 18 U.S.C. Section 1350 as enacted by Section 906
                 of The Sarbanes-Oxley Act of 2002.


<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  PROFUTURES LONG/SHORT GROWTH FUND, L.P.
                                  (Registrant)

November 14, 2005                 By /s/ GARY D. HALBERT
-----------------                 --------------------------------------------
Date                                 Gary D. Halbert, President and Director
                                     ProFutures, Inc.
                                     General Partner


November 14, 2005                 By /s/ DEBI B. HALBERT
-----------------                 --------------------------------------------
Date                                 Debi B. Halbert, Chief Financial Officer,
                                     Treasurer and Director
                                     ProFutures, Inc.
                                     General Partner