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 June 30, 2001.

                               Very truly yours,



                               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 June 30, 2001
                                    ------------

                          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
            June 30, 2001 (Unaudited) and December 31, 2000 (Audited)
                                 -----------



                                                   June 30,     December 31,
                                                     2001           2000
                                                     ----           ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $ 6,913,654   $ 8,028,861
    Unrealized gain on open contracts                 153,084       522,626
                                                  -----------   -----------

      Deposits with brokers                         7,066,738     8,551,487

  Cash                                                  1,746        16,583
                                                  -----------   -----------

      Total assets                                $ 7,068,484   $ 8,568,070
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $    11,715   $    12,961
  Commissions and other trading fees
    on open contracts                                  14,699         4,548
  Incentive fees payable                                9,957       102,171
  Management fees payable                              68,888        89,245
  Redemptions payable                                  83,851       409,227
                                                  -----------   -----------

      Total liabilities                               189,110       618,152
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 92 units outstanding at
    June 30, 2001 and December 31, 2000               105,143       109,373
  Limited Partners - 5,910 and 6,575 units
    outstanding at June 30, 2001 and
    December 31, 2000                               6,774,231     7,840,545
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                           6,879,374     7,949,918
                                                  -----------   -----------

                                                  $ 7,068,484   $ 8,568,070
                                                  ===========   ===========


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
              For the Six Months Ended June 30, 2001 and 2000
                               (Unaudited)
                               -----------



                                                       Six Months Ended
                                                           June 30,
                                                      2001          2000
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $   395,838   $(1,491,244)
    Change in unrealized                             (369,542)     (654,654)
                                                  -----------   -----------

      Gain (loss) from trading                         26,296    (2,145,898)

  Interest income                                     159,470       303,463
                                                  -----------   -----------

      Total income (loss)                             185,766    (1,842,435)
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                                78,226       244,505
  Incentive fees                                       74,495       129,573
  Management fees                                     266,183       353,076
  Operating expenses                                   52,252        87,049
                                                  -----------   -----------

      Total expenses                                  471,156       814,203
                                                  -----------   -----------

      NET (LOSS)                                  $  (285,390)  $(2,656,638)
                                                  ===========   ===========

NET (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 6,331 and
  8,524, respectively)                            $    (45.08)  $   (311.68)
                                                  ===========   ===========

(DECREASE) IN NET ASSET VALUE PER
  GENERAL AND LIMITED PARTNER UNIT                $    (46.11)  $   (306.58)
                                                  ===========   ===========


                      See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
             For the Three Months Ended June 30, 2001 and 2000
                               (Unaudited)
                               -----------



                                                      Three Months Ended
                                                           June 30,
                                                      2001          2000
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $  (215,179)  $    87,467
    Change in unrealized                             (146,854)     (241,512)
                                                  -----------   -----------

      (Loss) from trading                            (362,033)     (154,045)

  Interest income                                      66,594       142,899
                                                  -----------   -----------

      Total (loss)                                   (295,439)      (11,146)
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                                46,857       111,150
  Incentive fees                                        9,957        76,905
  Management fees                                     129,303       163,867
  Operating expenses                                   25,816        37,700
                                                  -----------   -----------

      Total expenses                                  211,933       389,622
                                                  -----------   -----------

      NET (LOSS)                                  $  (507,372)  $  (400,768)
                                                  ===========   ===========

NET (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 6,142 and
  8,226, respectively)                            $    (82.61)  $    (48.72)
                                                  ===========   ===========

(DECREASE) IN NET ASSET VALUE PER
  GENERAL AND LIMITED PARTNER UNIT                $    (82.11)  $    (49.63)
                                                  ===========   ===========


                      See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
              For the Six Months Ended June 30, 2001 and 2000
                               (Unaudited)
                               -----------



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

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

Net (loss) for the
 six months ended
 June 30, 2001                             (4,230)    (281,160)    (285,390)

Redemptions                    (665)            0     (785,154)    (785,154)
                             ------     ---------  -----------  -----------

Balances at
 June 30, 2001                6,002     $ 105,143  $ 6,774,231  $ 6,879,374
                             ======     =========  ===========  ===========

Balances at
   December 31, 1999          8,979     $ 479,238  $12,824,661  $13,303,899

Net (loss)  for the
 six months ended
 June 30, 2000                            (90,567)  (2,566,071)  (2,656,638)

Redemptions                  (1,180)     (285,910)  (1,197,134)  (1,483,044)
                             ------     ---------  -----------  -----------

Balances at
 June 30, 2000                7,799     $ 102,761  $ 9,061,456  $ 9,164,217
                             ======     =========  ===========  ===========

Net asset value
 per unit at
  December 31, 1999                        $  1,481.64
                                           ===========
  June 30, 2000                            $  1,175.06
                                           ===========
  December 31, 2000                        $  1,192.34
                                           ===========
  June 30, 2001                            $  1,146.23
                                           ===========


                        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 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 Acts 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 purchase 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 number of outstanding Units.

     D.  Brokerage Commissions

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



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



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

     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.  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.  Statement of Financial Accounting Standard No. 133

         In June 1998, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standard ("SFAS") No. 133,
         "Accounting for Derivative Instruments and Hedging Activities" (the
         "Statement"), effective for fiscal years beginning after June 15,
         2000, as amended by SFAS No. 137.  SFAS No. 133 is further amended by
         SFAS No. 138, which clarifies issues surrounding interest risk,
         foreign currency denominated items, normal purchases and sales and net
         hedging.  This Statement supersedes SFAS No. 119 ("Disclosure about
         Derivative Financial Instruments and Fair Value of Financial
         Instruments") and SFAS No. 105 ("Disclosure of Information about
         Financial Instruments with Off-Balance Sheet Risk and Financial
         Instruments with Concentrations of Credit Risk") whereby disclosure of
         average aggregate fair values and contract/notional values,
         respectively, of derivative financial instruments is no longer
         required for an entity such as the Partnership which carries its
         assets at fair value.  The application of the provisions of SFAS No.
         133, as amended by SFAS No. 137 and SFAS No. 138, did not have a
         significant effect on the financial statements.

     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 June 30, 2001, and the results of operations for the
         six and three months ended June 30, 2001 and 2000.



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



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), formerly ING (U.S.) Securities, Futures & Options,
         Inc., the Partnership's primary 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 six months
         ended June 30, 2001 and 2000 were $74,991 and $108,514, respectively.
         Such management fees earned for the three months ended June 30, 2001
         and 2000 were $35,820 and $49,450, respectively.  Management fees
         payable to ProFutures, Inc. as of June 30, 2001 and December 31, 2000
         were $11,654 and $13,990, respectively.

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 25% of
         Trading Profits (as defined).



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



Note 4.  DEPOSITS WITH BROKERS
         ---------------------

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

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 six months ended June 30, 2001 and 2000 were
         $74,991 and $108,514, respectively.  Such fees earned for the three
         months ended June 30, 2001 and 2000 were $35,820 and $49,450,
         respectively.

         Effective June 1, 2000, ATA Research, Inc. (ATA) resigned as the
         Partnership's Trading Manager and Kenmar Global Strategies Inc.
         (Kenmar) was engaged to serve as a consultant and perform similar
         functions as those previously performed by the Trading Manager.
         Kenmar 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 the same fee as
         previously paid to the Trading Manager, a monthly management fee of
         1/12 of 1% (1% annually) of month-end Net Asset Value.  Fees earned
         by Kenmar and ATA totaled $37,496 and $54,257 for the six months
         ended June 30, 2001 and 2000, respectively.  Such fees earned by
         Kenmar and ATA for the three months ended June 30, 2001 and 2000
         totaled $17,910 and $24,725, 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 brokers.  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 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 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 contains per unit operating performance data
         for a unit outstanding during the entire three months and six months
         ended June 30, 2001, and other supplemental financial data.  This
         information has been derived from information presented in the
         financial statements.

                                           Three months ended  Six months ended
                                              June 30, 2001      June 30, 2001
                                               (Unaudited)        (Unaudited)
                                               -----------        -----------

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

         Net asset value per unit at
           March 31, 2001 and
           December 31, 2000, respectively      $1,228.34          $1,192.34
                                                ---------          ---------

         Loss from operations:
           Net investment income *                 (16.03)            (36.88)
           Net realized and change in unrealized
             (loss) from trading **                (66.08)             (9.23)
                                                ---------          ---------

                 Total (loss) from operations      (82.11)            (46.11)
                                                ---------          ---------

         Net asset value per unit at
           June 30, 2001                        $1,146.23          $1,146.23
                                                =========          =========

         Total Return ***                         (6.68)%            (3.87)%


         Supplemental Data

         Ratio to average net assets:
           Expenses *, +                            9.17%             10.58%
           Net investment income *, +             (5.47)%            (6.28)%


         -------------------
         *    Excludes brokerage commissions and other trading fees paid
              directly to the broker.
         **   Includes brokerage commissions and other trading fees paid
              directly to the broker.
         ***  Not annualized
         +    Annualized



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:  The Partnership's net income (loss) for
             the six months ended June 30,2001 and 2000 consisted of the
             following:

                                                     2001         2000
                                                     ----         ----

                Three months ended March 31       $ 221,982   $(2,255,870)
                Three months ended June 30         (507,372)     (400,768)
                                                  ---------   -----------

                     Six months ended June 30     $(285,390)  $(2,656,638)
                                                  =========   ===========

             The Partnership's net trading losses for the quarter ended
             June 30, 2001 resulted from losses in the energies, foreign
             currencies and interest rates market sectors, offset slightly by
             gains in the agricultural, equities and metals markets.

             The Partnership's net trading losses for the quarter ended
             June 30, 2000 resulted primarily from losses in the interest rate
             and foreign currency markets and were partially offset by gains in
             the energy and equity indices markets.

             The Partnership's net trading gains for the six months ended
             June 30, 2001 resulted from gains in all market sectors, except
             for losses in the energies markets.  The net trading losses for
             the six months ended June 30, 2000 resulted from losses in all
             market sectors, except for gains in the energies markets.

             The dominant economic force in the first half of 2001 was a series
             of interest rate cuts by the U.S. Federal Reserve.  This proved
             helpful in some markets and created difficulty in others, yielding
             a relatively flat period for the Fund early in 2001.  The
             Fund's Trading Advisors had small losses during January and
             February.  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 Fund's net result was a gain of 3.02%.

             Those sectors which gained in March of 2001 showed losses of
             similar magnitude in April 2001.  A large part of the loss was a
             direct result of a sudden and unexpected cut in U.S. interest
             rates by the Federal Reserve on April 18th.  This caused stock
             indexes as well as other markets to sharply reverse their previous
             trends.  May brought a small gain from a variety of markets.

             As of June 1, 2001, the General Partner made two significant
             changes to the Fund.  First, Gamma Capital Management was
             terminated as a Trading Advisor and replaced with Winton Capital
             Management, Ltd.  Second, the Fund's leverage was increased
             through the use of notional funds to approximately 150% of assets.
             The General Partner instructed Winton to move into the market in
             stages during the month of June rather than establish all
             positions at once.  The Fund ended the second quarter 2001 with a
             loss of 6.68% and the first half of 2001 was a loss of 3.87%.

             As of June 30, 2001, 6,002 Units are outstanding, including 92
             General Partner Units, with an aggregate Net Asset Value of
             $6,879,374 ($1,146.23 per Unit).  This represents a decrease
             in Net Asset Value of $1,070,544 compared with December 31, 2000.
             The decrease relates to redemptions of limited partner units and
             losses incurred.

             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 trading advisors or
             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.

         Exhibits filed herewith:

         None.



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.