SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 Form 10-Q

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

                    For the Quarter Ended June 30, 1999
                                ------------

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

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

                         (Exact name of registrant)

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



                                ProFutures, Inc.
                        11612 Bee Cave Road, Suite 100
                              Austin, Texas 78733
                        ------------------------------

                    (Address of principal executive office)

Registrant's telephone number, including area code (512) 264-1100.



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.


                                      Yes  X
                                      No


                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


                       ALTERNATIVE ASSET GROWTH FUND, L.P.
                       STATEMENTS OF FINANCIAL CONDITION
            June 30, 1999 (Unaudited) and December 31, 1998 (Audited)
                                   -----------

                                                    June 30,    December 31,
                                                      1999          1998
                                                      ----          ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $15,225,045   $ 5,103,550
    Net option premiums paid (received)                40,966      (205,586)
    Unrealized gain on open contracts                 539,573       199,860
                                                  -----------   -----------

      Deposits with brokers                        15,805,584     5,097,824

  Cash and cash equivalents                               340    12,158,374
                                                  -----------   -----------

      Total assets                                $15,805,924   $17,256,198
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $     5,910   $     6,060
  Advisor incentive fees payable                      102,045       354,357
  Advisor management fees payable                      44,227        46,295
  Consultant fee payable                               26,058        28,061
  General Partner fee payable                          26,058        28,061
  Trading Manager fee payable                          13,029        14,031
  Commissions and other trading fees
    on open contracts                                  19,209        13,059
  Redemptions payable                                 287,989        37,796
                                                  -----------   -----------

      Total liabilities                               524,525       527,720
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 323.451 units outstanding at
    June 30, 1999 and December 31, 1998               506,243       495,271
  Limited Partners - 9,440.236 and 10,601.565
    units outstanding at June 30, 1999 and
    December 31, 1998                              14,775,156    16,233,207
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                          15,281,399    16,728,478
                                                  -----------   -----------

                                                  $15,805,924   $17,256,198
                                                  ===========   ===========


                          See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
              For the Six Months Ended June 30, 1999 and 1998
                                (Unaudited)
                                -----------

                                                       Six Months Ended
                                                           June 30,
                                                      1999          1998
                                                      ----          ----
INCOME
  Trading gains (losses)
    Realized                                      $   667,339   $   262,517
    Change in unrealized                              339,712      (483,048)
                                                  -----------   -----------

      Gain (loss) from trading                      1,007,051      (220,531)

  Interest income                                     338,496       415,186
                                                  -----------   -----------

      Total income                                  1,345,547       194,655
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               254,922       360,154
  Advisor incentive fees                              181,667       275,553
  Advisor management fees                              90,771        85,349
  Consultant fee                                      160,406       162,890
  General Partner fee                                 160,406       162,890
  Trading Manager fee                                  80,203        81,445
  Operating expenses                                   77,385        88,766
                                                  -----------   -----------

      Total expenses                                1,005,760     1,217,047
                                                  -----------   -----------

      NET INCOME (LOSS)                           $   339,787   $(1,022,392)
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 10,442 and
  12,126, respectively)                           $     32.54   $    (84.31)
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $     33.92   $    (86.56)
                                                  ===========   ===========


                          See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
             For the Three Months Ended June 30, 1999 and 1998
                                (Unaudited)
                                -----------

                                                      Three Months Ended
                                                           June 30,
                                                      1999          1998
                                                      ----          ----
INCOME
  Trading gains (losses)
    Realized                                      $   333,827   $  (671,087)
    Change in unrealized                              257,215       160,145
                                                  -----------   -----------

      Gain (loss) from trading                        591,042      (510,942)

  Interest income                                     162,891       193,855
                                                  -----------   -----------

      Total income (loss)                             753,933      (317,087)
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               140,876       194,536
  Advisor incentive fees                              102,045       202,322
  Advisor management fees                              44,227        40,208
  Consultant fee                                       77,422        75,932
  General Partner fee                                  77,422        75,932
  Trading Manager fee                                  38,711        37,955
  Operating expenses                                   36,939        38,984
                                                  -----------   -----------

      Total expenses                                  517,642       665,880
                                                  -----------   -----------

      NET INCOME (LOSS)                           $   236,291   $  (982,967)
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 10,066 and
  11,886, respectively)                           $     23.47   $    (82.70)
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $     24.25   $    (81.21)
                                                  ===========   ===========


                          See accompanying notes.


<TABLE>
                    ALTERNATIVE ASSET GROWTH FUND, L.P.
        STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
              For the Six Months Ended June 30, 1999 and 1998
                                (Unaudited)
                                -----------
<CAPTION>
               General            Limited
               Partner            Partners                 Total
          ----------------   ------------------       ------------------
          Units    Amount    Units       Amount       Units       Amount
<S>       <C>      <C>       <C>         <C>          <C>         <C>
Balances
 at
 December 31,
 1998     323.451  $495,271  10,601.565  $16,233,207  10,925.016  $16,728,478
Net income
 for the
 six months
 ended
 June 30,
 1999                10,972                  328,815                  339,787
Redemptions     0         0  (1,161.329)  (1,786,866) (1,161.329)  (1,786,866)
          -------  --------  ----------  -----------  ----------  -----------
Balances
 at
 June 30,
 1999     323.451  $506,243   9,440.236  $14,775,156   9,763.687  $15,281,399
          =======  ========  ==========  ===========  ==========  ===========

Balances
 at
 December 31,
 1997     323.451  $442,903  12,305.985  $16,850,663  12,629.436  $17,293,566
Net (loss)
 for the
 six months
 ended
 June 30,
 1998               (27,996)                (994,396)              (1,022,392)
Redemptions     0         0  (1,211.069)  (1,624,308) (1,211.069)  (1,624,308)
          -------  --------  ----------  -----------  ----------  -----------
Balances
 at
 June 30,
 1998     323.451  $414,907  11,094.916  $14,231,959  11,418.367  $14,646,866
          =======  ========  ==========  ===========  ==========  ===========

Net asset value
 per unit at
  December 31, 1997                      $  1,369.31
                                         ===========
  June 30, 1998                          $  1,282.75
                                         ===========
  December 31, 1998                      $  1,531.21
                                         ===========
  June 30, 1999                          $  1,565.13
                                         ===========


                          See accompanying notes.
</TABLE>


                   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's objective is to achieve appreciation of its assets
         through the 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 Acts of 1933 and 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 generally accepted accounting principles, which require the
         use of certain estimates made by the Partnership's management.
         Transactions are accounted for on the trade date.  Gains or losses
         are realized when contracts are liquidated.  Unrealized gains or
         losses on open contracts (the difference between contract purchase
         price and market price) are reported in the statement of financial
         condition as a net gain or loss, as there exists a right of offset
         of unrealized gains or losses in accordance with Financial Accounting
         Standards Board Interpretation No. 39 - "Offsetting of Amounts
         Related to Certain Contracts."  Any change in net unrealized gain or
         loss from the preceding period is reported in the statement of
         operations.

         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.  Cash and Cash Equivalents

         Cash and cash equivalents includes cash and short-term investments
         in fixed income securities.



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



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

     E.  Brokerage Commissions

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

     F.  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.

     G.  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.

     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, 1999, and the results of operations for the
         six and three months ended June 30, 1999 and 1998.

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.  As of June 30, 1999,
         $365,900 has been contributed to the Partnership by the General
         Partner and its principals.

         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.



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



Note 2.  GENERAL PARTNER (CONTINUED)
         ---------------------------

         ProFutures, Inc. has callable subscription agreements with
         Internationale Nederlanden (U.S.) Securities, Futures & Options, Inc.
         (ING), the Partnership's primary broker, whereby ING has subscribed
         to purchase (up to $14,000,017) 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.

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

         The Partnership has trading advisory contracts with several unrelated
         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
         the trading advisory contracts).  In addition, the trading advisors
         receive quarterly incentive fees ranging from 20% to 27.5% of Trading
         Profits (as defined).

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 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.

         The Partnership's Trading Manager receives a monthly fee of 1/12 of
         1% (1% annually) of month-end Net Asset Value for management services
         rendered to the Partnership.

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.



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



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").  These derivatives include
         both financial and non-financial contracts held as part of a
         diversified trading strategy. 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 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.

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

         For derivatives, risks arise from changes in the market value of the
         contracts.  Theoretically, the Partnership is exposed to a market
         risk equal to the value of futures contracts purchased and unlimited
         liability on such contracts sold short.  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 fair value of derivatives represents unrealized gains and losses
         on open futures contracts and long and short options at market value.
         The average fair values of derivatives for the six months ended
         June 30, 1999 and 1998 are approximately $490,000 and $220,000,
         respectively, and the related fair values as of June 30, 1999 and
         December 31, 1998 are approximately $581,000 and $(6,000),
         respectively.

         Net trading results from derivatives for the six and three months
         ended June 30, 1999 and 1998 are reflected in the statement of
         operations and equal gain (loss) from trading less brokerage
         commissions.  Such trading results reflect the net gain (loss)
         arising from the Partnership's speculative trading of derivatives.



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



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

         Open contracts generally mature within one year, however, the
         Partnership intends to close all contracts prior to maturity.  At
         June 30, 1999 and December 31, 1998, the notional amount of open
         contracts is as follows:

                                 June 30,                  December 31,
                                   1999                        1998
                        --------------------------  --------------------------
                        Contracts to  Contracts to  Contracts to  Contracts to
                          Purchase        Sell        Purchase        Sell
                        ------------  ------------  ------------  ------------

Derivatives (excluding
 purchased options):
  Futures contracts
   and written options
    thereon:
    - Agriculture       $  5,100,000  $  1,700,000  $  4,000,000  $  5,300,000
    - Currency and
        currency
        indices           12,400,000    36,300,000     6,100,000    13,300,000
    - Energy               3,000,000             0       200,000       400,000
    - Equity indices      20,000,000     3,800,000    15,900,000    19,300,000
    - Interest rates      17,900,000    35,800,000    50,400,000    22,200,000
    - Metals               5,400,000     3,000,000       700,000     2,200,000

Purchased options on
  futures contracts:
    - Agriculture          2,000,000             0       600,000             0
    - Energy                       0             0       100,000             0
    - Equity indices         700,000     4,300,000             0             0
    - Interest rates       4,100,000             0             0             0
                        ------------  ------------  ------------  ------------

                        $ 70,600,000  $ 84,900,000  $ 78,000,000  $ 62,700,000
                        ============  ============  ============  ============


         The above amounts do not represent the Partnership's risk of loss due
         to market and credit risk, but rather represent the Partnership's
         extent of involvement in derivatives at the date of the statement of
         financial condition.

         The General Partner has established procedures to actively monitor
         market risk and minimize credit risk, although there can be no
         assurance that it will, in fact, succeed in doing so.  The General
         Partner's basic market risk control procedures consist of
         continuously monitoring 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.



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

         A.  LIQUIDITY:  Substantially all of the Partnership's assets are
             highly liquid, such as cash or cash equivalents, open futures
             and option contracts and other financial instruments.  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.

         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.

             As of June 30, 1999, 9,763.687 Units are outstanding, including
             323.451 General Partner Units, with an aggregate Net Asset Value
             of $15,281,399 ($1,565.13 per Unit).  This represents a decrease
             in Net Asset Value of $1,447,079 compared with December 31, 1998.
             The decrease primarily relates to redemptions of limited partner
             Units.

             The Partnership's offering of Units of Limited Partnership
             Interest terminated in 1991.

         C.  RESULTS OF OPERATIONS: For the three months ended June 30, 1999
             the Partnership had net income of $236,291 as compared to a net
             loss of $982,967 for the three months ended June 30, 1998.  The
             Partnership's net trading gains for the three months ended
             June 30, 1999 resulted primarily from gains in the interest rate
             and equity indices markets offset by losses in the agricultural
             markets.

             For the six months ended June 30, 1999, the Partnership had net
             income of $339,787 compared to a net loss of $1,022,392 for the
             six months ended June 30, 1998.  The net trading gains for the
             six months ended June 30, 1999 resulted primarily from gains in
             the interest rate, equity indices and energy markets offset by
             losses in the agricultural and foreign currency markets.

             The Partnership's trading losses for the six and three months
             ended June 30, 1998 resulted primarily from large losses in
             foreign currencies and were only slightly reduced by gains in
             the interest rate and equity indices markets.

             The General Partner, directly and/or indirectly through the
             Trading Manger, 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.  Inflation is not a significant factor in
             the Partnership's operations, except to the extent that inflation
             may affect future prices.

             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 Registrant's clearing arrangements to accommodate any new
             commodity trading advisors.

The Year 2000 Problem
---------------------

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

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

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

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


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         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.