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, 2004.

                               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 June 30, 2004
                                    ------------

                          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


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

                                Yes
                                No   X



PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


                       ALTERNATIVE ASSET GROWTH FUND, L.P.
                       STATEMENTS OF FINANCIAL CONDITION
          June 30, 2004 (Unaudited) and December 31, 2003 (Audited)
                                 -----------



                                                    June 30,    December 31,
                                                      2004          2003
                                                      ----          ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $ 4,547,055   $ 5,199,101
    Unrealized gain (loss) on open
      contracts                                       (27,050)      372,991
                                                  -----------   -----------

      Deposits with broker                          4,520,005     5,572,092

  Cash                                                  3,546         3,339
  Cash deposits in forward trading
    collateral accounts                               770,096       787,636
  Unrealized gain (loss) on open
    forward contracts                                 (40,724)       22,416
                                                  -----------   -----------

      Total assets                                $ 5,252,923   $ 6,385,483
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $    13,258   $    14,206
  Commissions and other trading fees
    on open contracts                                   5,435         7,187
  Incentive fees payable                                    0        47,603
  Management fees payable                              49,131        55,583
  Redemptions payable                                  62,281       221,241
                                                  -----------   -----------

      Total liabilities                               130,105       345,820
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 101 units outstanding
    at June 30, 2004 and December 31, 2003            125,659       137,933
  Limited Partners - 4,034 and 4,340 units
    outstanding at June 30, 2004 and
    December 31, 2003                               4,997,159     5,901,730
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                           5,122,818     6,039,663
                                                  -----------   -----------

                                                  $ 5,252,923   $ 6,385,483
                                                  ===========   ===========


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                     CONDENSED SCHEDULE OF INVESTMENTS
         June 30, 2004 (Unaudited) and December 31, 2003 (Audited)
                                 -----------



                                       June 30, 2004      December 31, 2003
                                     ------------------   -------------------

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

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

    Agricultural                     $(11,122)  (0.21)%   $  7,743    0.13 %
    Currency                           (1,000)  (0.02)%     99,904    1.66 %
    Energy                             (6,600)  (0.13)%     36,223    0.60 %
    Interest rate                       2,803    0.05 %     29,036    0.48 %
    Metal                             (22,482)  (0.44)%    100,416    1.66 %
    Stock index                        45,602    0.89 %    107,513    1.78 %
                                     --------   -------   --------   -------

    Total long futures contracts     $  7,201    0.14 %   $380,835    6.31 %
                                     --------   -------   --------   -------

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

    Agricultural                     $ 14,391    0.28 %   $  2,672    0.04 %
    Currency                           (8,806)  (0.17)%     (8,313)  (0.13)%
    Energy                               (250)  (0.01)%          0    0.00 %
    Interest rate                     (36,939)  (0.72)%     (3,673)  (0.06)%
    Metal                              (2,543)  (0.05)%          0    0.00 %
    Stock index                          (104)   0.00 %      1,470    0.02 %
                                     --------   -------   --------   -------

    Total short futures contracts    $(34,251)  (0.67)%   $ (7,844)  (0.13)%
                                     --------   -------   --------   -------

    Total futures contracts          $(27,050)  (0.53)%   $372,991    6.18 %
                                     ========   =======   ========   =======

FORWARD CURRENCY CONTRACTS
--------------------------

    Long forward currency
      contracts                      $(32,731)  (0.64)%   $(52,165)  (0.86)%
    Short forward currency
      contracts                        (7,993)  (0.15)%     74,581    1.23 %
                                     --------   -------   --------   -------

    Total forward currency
      contracts                      $(40,724)  (0.79)%   $ 22,416    0.37 %
                                     ========   =======   ========   =======


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
            For the Three Months Ended June 30, 2004 and 2003
                               (Unaudited)
                               -----------



                                                      Three Months Ended
                                                           June 30,
                                                      2004          2003
                                                   ---------     ---------
TRADING GAINS (LOSSES)
  Gain (loss) from futures trading
    Realized                                      $  (650,470)  $   302,996
    Change in unrealized                             (231,706)     (192,899)
    Brokerage commissions                             (45,130)      (35,092)
                                                  -----------   -----------

      Gain (loss) from futures trading               (927,306)       75,005
                                                  -----------   -----------

  Gain (loss) from forward trading
    Realized                                          (41,482)            0
    Change in unrealized                              (45,769)            0
                                                  -----------   -----------

      Gain (loss) from forward trading                (87,251)            0
                                                  -----------   -----------

      Total trading gains (losses)                 (1,014,557)       75,005
                                                  -----------   -----------

NET INVESTMENT INCOME (LOSS)
  Income
    Interest income                                    15,218        18,711
                                                  -----------   -----------

  Expenses
    Incentive fees                                          0        11,952
    Management fees                                    96,277       109,246
    Operating expenses                                 31,881        26,544
                                                  -----------   -----------

      Total expenses                                  128,158       147,742
                                                  -----------   -----------

      Net investment (loss)                          (112,940)     (129,031)
                                                  -----------   -----------

      NET (LOSS)                                  $(1,127,497)  $   (54,026)
                                                  ===========   ===========

NET (LOSS) PER GENERAL AND
  LIMITED PARTNER UNIT
    (based on weighted average number of
    units outstanding during the period
    of 4,198 and 4,801, respectively)             $   (268.60)  $    (11.25)
                                                  ===========   ===========

(DECREASE) IN NET ASSET VALUE PER
  GENERAL AND LIMITED PARTNER UNIT                $   (268.28)  $    (11.40)
                                                  ===========   ===========


                      See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
              For the Six Months Ended June 30, 2004 and 2003
                               (Unaudited)
                               -----------



                                                       Six Months Ended
                                                           June 30,
                                                      2004          2003
                                                   ---------     ---------
TRADING GAINS (LOSSES)
  Gain (loss) from futures trading
    Realized                                      $   532,859   $ 1,427,519
    Change in unrealized                             (400,041)     (678,650)
    Brokerage commissions                             (90,945)      (79,033)
                                                  -----------   -----------

      Gain from futures trading                        41,873       669,836
                                                  -----------   -----------

  Gain (loss) from forward trading
    Realized                                          (14,340)            0
    Change in unrealized                              (63,140)            0
                                                  -----------   -----------

      Gain (loss) from forward trading                (77,480)            0
                                                  -----------   -----------

      Total trading gains (losses)                    (35,607)      669,836
                                                  -----------   -----------

NET INVESTMENT INCOME (LOSS)
  Income
    Interest income                                    29,254        39,777
                                                  -----------   -----------

  Expenses
    Incentive fees                                    196,654       138,083
    Management fees                                   208,953       231,620
    Operating expenses                                 72,113        56,271
                                                  -----------   -----------

      Total expenses                                  477,720       425,974
                                                  -----------   -----------

      Net investment (loss)                          (448,466)     (386,197)
                                                  -----------   -----------

      NET INCOME (LOSS)                           $  (484,073)  $   283,639
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL
  AND LIMITED PARTNER UNIT
    (based on weighted average number of
    units outstanding during the period
    of 4,286 and 4,813, respectively)             $   (112.94)  $     58.93
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $   (121.01)  $     58.55
                                                  ===========   ===========


                         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, 2004 and 2003
                               (Unaudited)
                               -----------



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

Balances at
   December 31, 2003          4,441     $137,933  $ 5,901,730  $ 6,039,663

Net income for the
 six months ended
 June 30, 2004                           (12,274)    (471,799)    (484,073)

Redemptions                    (306)           0     (432,772)    (432,772)
                             ------     --------  -----------  -----------

Balances at
 June 30, 2004                4,135     $125,659  $ 4,997,159  $ 5,122,818
                             ======     ========  ===========  ===========

Balances at
   December 31, 2002          4,827     $133,611  $ 6,225,842  $ 6,359,453

Net income for the
 six months ended
 June 30, 2003                             5,938      277,701      283,639

Redemptions                     (82)           0     (114,512)    (114,512)
                             ------     --------  -----------  -----------

Balances at
 June 30, 2003                4,745     $139,549  $ 6,389,031  $ 6,528,580
                             ======     ========  ===========  ===========


Net asset value
 per unit at
  December 31, 2002                        $  1,317.35
                                           ===========
  June 30, 2003                            $  1,375.90
                                           ===========
  December 31, 2003                        $  1,359.96
                                           ===========
  June 30, 2004                            $  1,238.95
                                           ===========


                        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 and options on futures contracts and interbank
             forward currency contracts.

         B.  Regulation

             As a registrant with the Securities and Exchange Commission, the
             Partnership is subject to the regulatory requirements under the
             Securities Act of 1933 and the Securities Exchange Act of 1934.
             As a commodity investment pool, the Partnership is subject to the
             regulations of the Commodity Futures Trading Commission, an agency
             of the 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, Futures Commission
             Merchants (brokers) and interbank market makers 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 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.  Statements of Cash Flows

             The Partnership has elected not to provide statements of cash
             flows as permitted by Statement of Financial Accounting Standards
             No. 102 - "Statement of Cash Flows - Exemption of Certain
             Enterprises and Classification of Cash Flows from Certain
             Securities Acquired for Resale."

         H.  Interim Financial Statements

             In the opinion of management, the unaudited interim financial
             statements reflect all adjustments, which were of a normal and
             recurring nature, necessary for a fair presentation of financial
             position as of June 30, 2004, and the results of operations for
             the three and six months ended June 30, 2004 and 2003.

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 $7,000,000 subject to conditions set
         forth in the subscription agreement as amended effective May 20, 2002)
         the number of shares of common stock of ProFutures, Inc. necessary to
         maintain the General Partner's net worth requirements.

         The Partnership pays the General Partner a monthly management fee of
         1/6 of 1% (2% annually) of month-end Net Asset Value.



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



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

         Total management fees earned by ProFutures, Inc. for the six months
         ended June 30, 2004 and 2003 were $59,638 and $68,266, respectively.
         Such management fees earned for the three months ended June 30, 2004
         and 2003 were $27,536 and $33,861, respectively.  Management fees
         payable to ProFutures, Inc. as of June 30, 2004 and December 31, 2003
         were $8,678 and $10,478, 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).

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 six months ended June 30, 2004 and 2003 were
         $59,638 and $68,266, respectively. Such fees earned for the three
         months ended June 30, 2004 and 2003 were $27,536 and $33,861,
         respectively.

         Kenmar Global Strategies Inc. (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 a
         monthly management fee of 1/12 of 1% (1% annually) of month-end Net
         Asset Value.  Fees earned by Kenmar totaled $29,819 and $34,133 for
         the six months ended June 30, 2004 and 2003, respectively.  Such fees
         earned by Kenmar for the three months ended June 30, 2004 and 2003
         totaled $13,768 and $16,931, 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, options on futures contracts and forward 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 and forward 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 trading of forward
         contracts and 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.  Since these forward contracts are traded in
         unregulated markets between principals, the Partnership also assumes
         the risk of loss from counterparty nonperformance.

         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
         Kenmar, as a consultant, and 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 and six
         months ended June 30, 2004 and 2003.  This information has been
         derived from information presented in the financial statements.

                                                       Three months ended
                                                            June 30,
                                                       2004          2003
                                                    (Unaudited)   (Unaudited)
                                                    -----------   -----------

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

         Net asset value per unit at
           beginning of period                       $1,507.23     $1,387.30
                                                     ---------     ---------

         Income (loss) from operations:
           Total trading gains (losses) (1)            (241.37)        15.48
           Net investment (loss) (1)                    (26.91)       (26.88)
                                                     ---------     ---------

               Total (loss) from operations            (268.28)       (11.40)
                                                     ---------     ---------

         Net asset value per unit at
           end of period                             $1,238.95     $1,375.90
                                                     =========     =========

           Total Return (3)                            (17.80)%       (0.82)%
                                                       =======       =======

           Supplemental Data

           Ratios to average net asset value:
             Expenses prior to incentive fees (4)         9.41 %        8.10 %
             Incentive fees (3)                           0.00 %        0.18 %
                                                        ------        -------

               Total expenses                             9.41 %        8.28 %
                                                        =======       =======

             Net investment (loss) (2), (4)              (8.29)%       (6.98)%
                                                        =======       =======


                                                        Six months ended
                                                            June 30,
                                                       2004          2003
                                                    (Unaudited)   (Unaudited)
                                                    -----------   -----------

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

         Net asset value per unit at
           beginning of period                       $1,359.96     $1,317.35
                                                     ---------     ---------

         Income (loss) from operations:
           Total trading gains (losses) (1)             (16.38)       138.78
           Net investment (loss) (1)                   (104.63)       (80.23)
                                                     ---------     ---------

               Total income (loss) from operations     (121.01)        58.55
                                                     ---------     ---------

         Net asset value per unit at
           end of period                             $1,238.95     $1,375.90
                                                     =========     =========

           Total Return (3)                             (8.90)%        4.44 %
                                                       =======       =======

           Supplemental Data

           Ratios to average net asset value:
             Expenses prior to incentive fees (4)         9.58 %        8.49 %
             Incentive fees (3)                           3.35 %        2.04 %
                                                        ------        -------

               Total expenses                            12.93 %       10.53 %
                                                        =======       =======

             Net investment (loss) (2), (4)              (8.58)%       (7.32)%
                                                        =======       =======


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

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



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

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

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

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

         A.  LIQUIDITY:  Substantially all of the Partnership's assets are
             highly liquid, such as cash and open futures contracts.  It is
             possible that extreme market conditions or daily price fluctuation
             limits at certain exchanges could adversely affect the liquidity
             of open futures contracts.  There are no restrictions on the
             liquidity of these assets except for amounts on deposit with the
             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, 2004 and 2003 totaled:

                                                        2004          2003
                                                        ----          ----

              Three months ended March 31           $   643,424   $   337,665
              Three months ended June 30             (1,127,497)      (54,026)
                                                    -----------   -----------

                     Six months ended June 30       $  (484,073)  $   283,639
                                                    ===========   ===========


         As of June 30, 2004, 4,135 Units are outstanding, including 101
         General Partner Units, with an aggregate Net Asset Value of
         $5,122,818 ($1,238.95 per Unit).  This represents a decrease
         in Net Asset Value of $(916,845) compared with December 31, 2003.
         The decrease is caused by redemptions of limited partner
         units and a net loss for the six months ended June 30, 2004.

         As of June 30, 2003, 4,745 Units are outstanding, including 101
         General Partner Units, with an aggregate Net Asset Value of
         $6,528,580 ($1,375.90 per Unit).  This represents an increase
         in Net Asset Value of $169,127 compared with December 31, 2002,
         due to year to date net income exceeding redemptions of limited
         partner units.

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

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

         The Partnership had a loss of 10.16% in April.  The Partnership had
         large losses in metals, interest rates, equities and foreign
         currencies, as well as smaller losses in agriculture.  The only
         bright spot was energy, where there were some modest gains.

         The Partnership had a loss of 2.06% in May.  The Partnership had
         gains in energy, foreign currencies and metals.  There were losses in
         agriculture, equities and interest rates.  Campbell and Winton, our
         main trend-followers were essentially flat in May.

         The Partnership had a loss of 6.58% in June.  The Partnership had
         losses in nearly all sectors.  Losses were especially large in foreign
         currencies and energy.

         Overall, the Partnership had a total return of (17.80)% for the
         quarter and (8.90)% for the six months ended June 30, 2004.  For the
         second quarter 2004, the majority of the Partnership's gains were in
         the energy sector and the largest loss was in interest rates.

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

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

         The Partnership had a gain of 0.76% in January 2004.  There were
         gains in stock indexes, metals and interest rates.  There were
         small losses in energy, agricultural commodities and foreign
         currencies.

         The Partnership had a gain of 10.13% in February 2004.  The
         largest gains were in foreign currencies and interest rates, with
         smaller gains in energy, agricultural commodities, metals and
         stock indexes.

         The Partnership had a loss of 0.12% in March 2004.  There
         were some gains in interest rates and certain agricultural
         commodities.  However, these were mostly offset by losses in
         foreign currencies, equities and energy.

         Overall, the Partnership ended the quarter with a total return of
         10.83%.  The largest trading gains were in the interest rate and
         metals sectors.

         Second Quarter 2003
         -------------------

         Futures were somewhat more stable in the second quarter as compared to
         the first.  The war with Iraq ended, and the stock markets began a
         steady climb that lasted through the end of the quarter.

         In April 2003, the Partnership had a loss of 0.09%.  There were gains
         in currencies, primarily because of the falling dollar.  However,
         these gains were mostly offset by losses in nearly all of the other
         sectors.

         In May 2003, the Partnership gained 4.80%.  The Partnership had gains
         in interest rates, especially bonds.  There were also gains in
         currencies, metals and stock indexes.  There were some losses in
         energy and certain agricultural commodities.

         In June 2003, the Partnership had a loss of 5.28%.  There were losses
         in interest rates, especially bonds.  There were also losses in
         energy, metals and certain agricultural commodities.  Most other
         sectors were basically flat.

         At the beginning of June 2003, notional funds were added back to
         trading, as the leverage was increased back to 150%.  This is about
         the same level as before the notional funds were temporarily
         eliminated several months ago.

         The Partnership had a total return of (0.82)% for the quarter and
         4.44% for the six months ended June 30, 2003.  For the second
         quarter 2003, the majority of the Partnership's trading gains were
         in foreign currencies and the largest loss was in metals.

         First Quarter 2003
         ------------------

         The futures markets were quite volatile in the first quarter
         of 2003.  The looming war with Iraq caused energy prices to
         skyrocket.  Many other markets were choppy due to this
         uncertainty.  Consumer confidence dropped dramatically.  The
         traders were able to capitalize on the volatility in the markets.

         In January 2003, the Partnership gained 6.01%.  There were large
         gains in foreign currencies and energy, with smaller gains in
         interest rates, precious and base metals and stock indexes.  There
         were small losses in grains.

         In February 2003, the Partnership gained 5.66%.  There were large
         gains in energy, with smaller gains in interest rates and
         currencies.  These were offset by losses in stock indexes and
         metals.  Most other sectors were basically flat.

         In February 2003, the Partnership eliminated any notional funding
         and traded at 100% of assets, rather than 150% of assets (with
         notional funding).  One advisor, Campbell & Company, also scaled
         back their open positions.  These changes were made due to the
         uncertainty of the pending war with Iraq.

         In March 2003, the Partnership lost 5.98%.  There were large
         losses in most sectors, especially energy, after oil prices
         dropped.  Some of the gains from the previous two months were
         reversed in March.

         Also in March 2003, Quay Capital Management had a change of
         its top management, resulting in the departure of one of the
         principals responsible for trading the account.  As a result,
         they were terminated as one of the Advisors in the Partnership.
         No replacement Advisor was selected by month-end.

         Overall, the Partnership had a total return of 5.31% for the three
         months ended March 31, 2003.  The majority of the Partnership's
         trading gains were in energy and foreign currencies and the
         largest loss was in stock index futures.

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

         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.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not Applicable.


Item 4.  Controls and Procedures

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


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         None.

Item 2.  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:

         Exhibits filed herewith:

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

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

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

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


SIGNATURES


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


                                  ALTERNATIVE ASSET GROWTH FUND, L.P.
                                  (Registrant)



August 12, 2004                   By /s/ GARY D. HALBERT
------------------------            -----------------------------------------
Date                                Gary D. Halbert, President and Director
                                    ProFutures, Inc.
                                    General Partner



August 12, 2004                   By /s/ DEBI B. HALBERT
------------------------            -----------------------------------------
Date                                Debi B. Halbert, Chief Financial Officer,
                                      Treasurer and Director
                                    ProFutures, Inc.
                                    General Partner



                                 EXHIBIT 31.01
                                 CERTIFICATION
                                 -------------


I, Gary D. Halbert, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alternative Asset
Growth Fund, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.



Date:  August 12, 2004
       ----------------------------------



/s/ GARY D. HALBERT
-----------------------------------------
Gary D. Halbert, President
ProFutures, Inc., General Partner



                                 EXHIBIT 31.02
                                 CERTIFICATION
                                 -------------


I, Debi B. Halbert, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alternative Asset
Growth Fund, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.



Date:  August 12, 2004
       ----------------------------------


/s/ DEBI B. HALBERT
-----------------------------------------
Debi B. Halbert, Chief Financial Officer
ProFutures, Inc., General Partner



                                 EXHIBIT 32.01
                                 CERTIFICATION
                                 -------------


I, Gary D. Halbert, the President of ProFutures, Inc., as General Partner of
Alternative Asset Growth Fund, L.P., certify that (i) the Form 10-Q for the
quarter ended June 30, 2004 of Alternative Asset Growth Fund, L.P. fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (ii) the information contained in the Form 10-Q for
the quarter ended June 30, 2004 fairly presents, in all material respects,
the financial condition and results of operations of Alternative Asset Growth
Fund, L.P.

                                         ALTERNATIVE ASSET GROWTH FUND, L.P.
                                         By:  ProFutures, Inc., General Partner



                                         By:  /s/ GARY D. HALBERT
                                              ---------------------------------
                                              Gary D. Halbert
                                              President
                                              August 12, 2004



                                 EXHIBIT 32.02
                                 CERTIFICATION
                                 -------------


I, Debi B. Halbert, the Chief Financial Officer of ProFutures, Inc., as General
Partner of Alternative Asset Growth Fund, L.P., certify that (i) the Form 10-Q
for the quarter ended June 30, 2004 of Alternative Asset Growth Fund, L.P.
fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and (ii) the information contained in the Form
10-Q for the quarter ended June 30, 2004 fairly presents, in all material
respects, the financial condition and results of operations of Alternative
Asset Growth Fund, L.P.

                                         ALTERNATIVE ASSET GROWTH FUND, L.P.
                                         By:  ProFutures, Inc., General Partner



                                         By:  /s/ DEBI B. HALBERT
                                              ---------------------------------
                                              Debi B. Halbert
                                              Chief Financial Officer
                                              August 12, 2004