Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Alternative Asset Growth Fund, L.P.
          Commission File #0-18500

Dear Sirs:

This filing contains Form 10-Q for the quarter ended March 31, 2002.

                               Very truly yours,



                               Gary D. Halbert, President
                               ProFutures, Inc., General Partner
                               Alternative Asset Growth Fund, L.P.



                         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, 2002
                                    ------------

                          Commission File Number 0-18500
                                    ------------

                        Alternative Asset Growth Fund, L.P.
                        -----------------------------------

                           (Exact name of Partnership)

       Delaware                                      74-2546493
-----------------------                ------------------------------------
(State of Organization)                (I.R.S. Employer Identification No.)



                                ProFutures, Inc.
                        11612 Bee Cave Road, Suite 100
                              Austin, Texas 78738
                        ------------------------------

                    (Address of principal executive office)

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


Indicate by check mark whether the Partnership (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 Partnership 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.


                       ALTERNATIVE ASSET GROWTH FUND, L.P.
                       STATEMENTS OF FINANCIAL CONDITION
         March 31, 2002 (Unaudited) and December 31, 2001 (Audited)
                                 -----------



                                                   March 31,    December 31,
                                                     2002           2001
                                                     ----           ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $ 5,404,613   $ 6,425,296
    Unrealized gain on open contracts                 408,572       280,179
                                                  -----------   -----------

      Deposits with broker                          5,813,185     6,705,475

  Cash                                                 10,710         1,688
                                                  -----------   -----------

      Total assets                                $ 5,823,895   $ 6,707,163
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $    11,880   $    14,985
  Commissions and other trading fees
    on open contracts                                   9,979        11,109
  Management fees payable                              63,306        74,604
  Redemptions payable                                 120,676       274,525
                                                  -----------   -----------

      Total liabilities                               205,841       375,223
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 101 and 92 units outstanding
    at March 31, 2002 and December 31, 2001           109,490       106,803
  Limited Partners - 5,103 and 5,346 units
    outstanding at March 31, 2002 and
    December 31, 2001                               5,508,564     6,225,137
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                           5,618,054     6,331,940
                                                  -----------   -----------

                                                  $ 5,823,895   $ 6,707,163
                                                  ===========   ===========


                         See accompanying notes.



                   ALTERNATIVE ASSET GROWTH FUND, L.P.
                    CONDENSED SCHEDULE OF INVESTMENTS
                               March 31, 2002
                                ------------


LONG FUTURES CONTRACTS
----------------------

                                                                 % of Net
             Description                                Value   Asset Value
             -----------                                -----   -----------

             Agricultural                              $ 16,982     0.30%
             Currency                                    (2,745)   (0.05)%
             Energy                                     185,468     3.30%
             Interest rate                               41,873     0.75%
             Metal                                       16,839     0.30%
             Stock index                                (25,277)   (0.45)%
                                                       --------    -----

             Total long futures contracts              $233,140     4.15%
                                                       --------    -----


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

             Agricultural                              $ 19,175     0.34%
             Currency                                    39,156     0.70%
             Interest rate                              121,389     2.16%
             Metal                                       (6,431)   (0.11)%
             Stock index                                  2,143     0.04%
                                                       --------    -----

             Total short futures contracts             $175,432     3.13%
                                                       --------    -----

             Total futures contracts                   $408,572     7.28%
                                                       ========    =====


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
            For the Three Months Ended March 31, 2002 and 2001
                               (Unaudited)
                               -----------



                                                      Three Months Ended
                                                           March 31,
                                                      2002          2001
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $  (420,999)  $   611,018
    Change in unrealized                              128,393      (222,689)
                                                  -----------   -----------

      Gain (loss) from trading                       (292,606)      388,329

  Interest income                                      25,474        92,876
                                                  -----------   -----------

      Total income (loss)                            (267,132)      481,205
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                                59,870        31,369
  Incentive fees                                            0        64,538
  Management fees                                     111,861       136,880
  Operating expenses                                   26,753        26,436
                                                  -----------   -----------

      Total expenses                                  198,484       259,223
                                                  -----------   -----------

      NET INCOME (LOSS)                           $  (465,616)  $   221,982
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 5,391 and
  6,520, respectively)                            $    (86.37)  $     34.05
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $    (84.80)  $     36.00
                                                  ===========   ===========


                      See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
            For the Three Months Ended March 31, 2002 and 2001
                               (Unaudited)
                               -----------



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

Balances at
   December 31, 2001          5,438     $106,803  $ 6,225,137  $ 6,331,940

Net (loss) for the
 three months ended
 March 31, 2002                           (7,313)    (458,303)    (465,616)

Additions                        10       10,000            0       10,000

Redemptions                    (244)           0     (258,270)    (258,270)
                             ------     --------  -----------  -----------

Balances at
 March 31, 2002               5,204     $109,490  $ 5,508,564  $ 5,618,054
                             ======     ========  ===========  ===========

Balances at
   December 31, 2000          6,667     $109,373  $ 7,840,545  $ 7,949,918

Net income for the
 three months ended
 March 31, 2001                            3,302      218,680      221,982

Redemptions                    (451)           0     (536,642)    (536,642)
                             ------     --------  -----------  -----------

Balances at
 March 31, 2001               6,216     $112,675  $ 7,522,583  $ 7,635,258
                             ======     ========  ===========  ===========


Net asset value
 per unit at
  December 31, 2000                        $  1,192.34
                                           ===========
  March 31, 2001                           $  1,228.34
                                           ===========
  December 31, 2001                        $  1,164.33
                                           ===========
  March 31, 2002                           $  1,079.53
                                           ===========


                        See accompanying notes.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS
                              (Unaudited)
                              -----------



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

     A.  General Description of the Partnership

         Alternative Asset 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 other financial instruments.

     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 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.

     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.

     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.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



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

     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.  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, 2002, and the results of operations for the
         three months ended March 31, 2002 and 2001.

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

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  The Agreement
         of Limited Partnership requires the General Partner to contribute to
         the Partnership an amount equal to at least the greater of (i) 3% of
         aggregate capital contributions of all partners or $100,000, whichever
         is less, or (ii) the lesser of 1% of the aggregate capital
         contributions of all partners or $500,000.

         The Agreement of Limited Partnership also requires that the General
         Partner maintain a net worth at least equal to the sum of (i) the
         lesser of $250,000 or 15% of the aggregate capital contributions of
         any limited partnerships for which it acts as general partner and
         which are capitalized at less than $2,500,000; and (ii) 10% of the
         aggregate capital contributions of any limited partnerships for which
         it acts as general partner and which are capitalized at greater than
         $2,500,000.

         ProFutures, Inc. has callable subscription agreements with ABN AMRO
         Incorporated (ABN), the Partnership's broker, whereby ABN has
         subscribed to purchase (up to $14,000,000) 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 of
         1/6 of 1% (2% annually) of month-end Net Asset Value.

         Total management fees earned by ProFutures, Inc. for the three months
         ended March 31, 2002 and 2001 were $29,027 and $39,171, respectively.
         Management fees payable to ProFutures, Inc. as of March 31, 2002 and
         December 31, 2001 were $9,605 and $11,057, respectively.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



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

         The Partnership has trading advisory contracts with several commodity
         trading advisors to furnish investment management services to the
         Partnership.  Certain advisors receive management fees ranging from 1%
         to 2% 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 23% of
         Trading Profits (as defined).

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

         The Partnership deposits funds with ABN to act as broker, subject to
         Commodity Futures Trading Commission regulations and various exchange
         and broker requirements.  Margin requirements are satisfied by the
         deposit of cash with such broker.  The Partnership earns interest
         income on its assets deposited with the broker.

Note 5.  OTHER MANAGEMENT FEES
         ---------------------

         The Partnership employs a consultant who is paid a monthly fee of 1/6
         of 1% (2% annually) of month-end Net Asset Value for administrative
         services rendered to the Partnership.  Total fees earned by this
         consultant for the three months ended March 31, 2002 and 2001 were
         $29,027 and $39,171, respectively.

         In addition, Kenmar Global Strategies Inc. (Kenmar) serves as a
         consultant and assists the General Partner in making decisions about
         which commodity trading advisors to hire, the allocations among the
         advisors and the day-to-day monitoring and risk management of the
         Partnership's trading activities. Kenmar receives a monthly management
         fee of 1/12 of 1% (1% annually) of month-end Net Asset Value.  Fees
         earned by Kenmar totaled $14,513 and $19,586 for the three months
         ended March 31, 2002 and 2001, respectively.

Note 6.  DISTRIBUTIONS AND REDEMPTIONS
         -----------------------------

         The Partnership is not required to make distributions, but may do so
         at the sole discretion of the General Partner.  A Limited Partner may
         request and receive redemption of units owned, subject to restrictions
         in the Agreement of Limited Partnership.

Note 7.  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.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 7.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
         ------------------------------------------------

         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.

         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 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 a portion of its 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 commodity 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.



                  ALTERNATIVE ASSET 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 ended
         March 31, 2002 and 2001.  This information has been derived from
         information presented in the financial statements.

                                                       Three months ended
                                                            March 31,
                                                       2002          2001
                                                    (Unaudited)   (Unaudited)
                                                    -----------   -----------

         Per Unit Performance
         (for a unit outstanding throughout the entire period)
         -----------------------------------------------------

         Net asset value per unit at
           December 31, 2001 and 2000                $1,164.33     $1,192.34
                                                     ---------     ---------

         Income (loss) from operations:
           Net investment (loss) (1), (3)               (20.99)       (20.70)
           Net realized and change in unrealized
             gain (loss) from trading (2), (3)          (63.81)        56.70
                                                     ---------     ---------

               Total income (loss) from operations      (84.80)        36.00
                                                     ---------     ---------

         Net asset value per unit at
           March 31, 2002 and 2001                   $1,079.53     $1,228.34
                                                     =========     =========


           Total Return (4)                              (7.28)%        3.02%
                                                        =======       ======


           Supplemental Data

           Ratios to average net asset value: (5)
             Expenses prior to incentive fees (6)        (9.47)%       (8.48)%
             Incentive fees                               0.00%        (3.35)%
                                                        ------        -------

               Total expenses (1)                        (9.47)%      (11.83)%
                                                        =======       =======

             Net investment (loss) (1)                   (7.73)%       (7.01)%
                                                        =======       =======


           Total return is calculated based on the change in value of a unit
           during the year.  An individual partner's total return and ratios
           may vary from the above total return and ratios based on the timing
           of additions and redemptions.

           --------------------
          (1)  Excludes brokerage commissions and other trading fees.
          (2)  Includes brokerage commissions and other trading fees.
          (3)  The net investment (loss) per unit is calculated by dividing the
               net investment (loss) by the average number of units outstanding
               during the period.  The net realized and change in unrealized
               gain (loss) from trading is a balancing amount necessary to
               reconcile the change in net asset value per unit with the other
               per unit information.
          (4)  Not annualized.
          (5)  Annualized.
          (6)  Excludes brokerage commissions, other trading fees and incentive
               fees.



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 and open futures and option contracts.
             It is possible that extreme market conditions or daily price
             fluctuation limits at certain exchanges could adversely affect the
             liquidity of open futures and option contracts.  There are no
             restrictions on the liquidity of these assets except for amounts
             on deposit with the brokers 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's offering of Units of Limited Partnership
             Interest terminated in 1991.

         C.  RESULTS OF OPERATIONS:  For the quarter ended March 31, 2002 the
             Partnership had a net loss of $(465,616) as compared to net
             income of $221,982 for the quarter ended March 31, 2001.

             The futures markets remained choppy in the first quarter of 2002.
             While the economy was showing some signs of improvement, there
             were also some negative signs that caused uncertainty.  The
             troubles in the Middle East lead to large increases in oil and gas
             prices.  Gold prices also moved higher early in the quarter, but
             gave back some of their gains at the end of the quarter.

             In January 2002, the Partnership lost 5.00%.  There were large
             losses in stock indexes and agricultural commodities.  Large
             losses were also incurred in interest rates and metals.  Many of
             the other sectors were essentially flat.

             In February 2002, the Partnership lost 6.74%.  The Partnership
             once again experienced losses in stock indexes and interest rates.
             In addition, there were also losses in the energy complex and
             foreign currencies.  There were some gains in agricultural
             commodities and precious metals.  These however, were not enough
             to offset the losses for the month.

             In March 2002, the Partnership managed to gain 4.66%.  There were
             gains in the energy complex, including Brent Crude Oil and
             Unleaded Gas.  There were also some gains in bonds and stock
             indexes.  There were losses in currencies, including the Japanese
             Yen and the Swiss Franc.  There were also some small losses in
             cotton and aluminum.  These losses however were not enough to
             offset the gains.

             For the first quarter 2002, the Partnership's losses overall were
             primarily due to currencies and stock index futures.

             As of March 31, 2002, 5,204 Units are outstanding, including 101
             General Partner Units, with an aggregate Net Asset Value of
             $5,618,054 ($1,079.53 per Unit).  This represents a decrease
             in Net Asset Value of $(713,886) compared with December 31, 2001.
             The decrease is caused by redemptions of limited partner
             units and first quarter net losses.

             The Partnership's Trading Advisors had small losses during January
             and February 2001.  March 2001 was a much more active month, and
             the Advisors were able to show gains in almost all market sectors,
             particularly foreign currencies, stock indexes, and interest
             rates.  The only negative sector in March was energy.  For the
             first quarter of 2001, the Partnership's net result was a gain of
             3.02%.

             As of March 31, 2001, 6,216 Units are outstanding, including 92
             General Partner Units, with an aggregate Net Asset Value of
             $7,635,258 ($1,228.34 per Unit).  This represents a decrease in
             Net Asset Value of $314,660 compared with December 31, 2000.  The
             decrease related primarily to redemptions of limited partner
             units exceeding first quarter net income.

             The General Partner, directly and/or indirectly through its
             consultant, 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.

             Due to the speculative nature of trading commodity interests, 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 commodity trading
             advisors in the future and reserves the right to change any of
             the Partnership's clearing arrangements.



PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

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.



SIGNATURE



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.

                                    Alternative Asset Growth Fund, L.P.
                                    (Registrant)



                                    /s/ Gary D. Halbert
                                    -----------------------------------
                                    Gary D. Halbert, President
                                    ProFutures, Inc., General Partner
                                    Alternative Asset Growth Fund, L.P.