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, 1998
                          ------------

                  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.
                1310 Highway 620, Suite 200
                    Austin, Texas 78734
                ---------------------------

          (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, 1998 (Unaudited) and December 31, 1997 (Audited)
                              -----------

                                                   June 30,     December 31,
                                                     1998           1997
                                                     ----           ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $ 7,104,701   $ 5,878,013
    Net option premiums (received)                    (17,455)      (88,935)
    Unrealized gain on open contracts                 275,905       758,953
                                                  -----------   -----------

      Deposits with brokers                         7,363,151     6,548,031

  Cash and cash equivalents                         8,060,106    11,605,060
                                                  -----------   -----------

      Total assets                                $15,423,257   $18,153,091
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $     5,324   $     5,301
  Advisor incentive fees payable                      202,322        98,172
  Advisor management fees payable                      40,208        47,263
  Consultant fee payable                               25,236        29,945
  General Partner fee payable                          25,236        29,945
  Trading Manager fee payable                          12,618        14,972
  Commissions and other trading fees
    on open contracts                                  33,999        35,382
  Redemptions payable                                 431,448       598,545
                                                  -----------   -----------

      Total liabilities                               776,391       859,525
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 323.451 units outstanding at
    June 30, 1998 and December 31, 1997               414,907       442,903
  Limited Partners - 11,094.916 and 12,305.985
    units outstanding at June 30, 1998 and
    December 31, 1997                              14,231,959    16,850,663
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                          14,646,866    17,293,566
                                                  -----------   -----------

                                                  $15,423,257   $18,153,091
                                                  ===========   ===========


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
              For the Six Months Ended June 30, 1998 and 1997
                               (Unaudited)
                               -----------

                                                       Six Months Ended
                                                            June 30,
                                                      1998          1997
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $   262,517   $ 1,463,746
    Change in unrealized                             (483,048)       33,040
                                                  -----------   -----------

      Gain (loss) from trading                       (220,531)    1,496,786

  Interest income                                     415,186       507,443
                                                  -----------   -----------

      Total income                                    194,655     2,004,229
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               360,154       371,368
  Advisor incentive fees                              275,553       553,379
  Advisor management fees                              85,349       101,436
  Consultant fee                                      162,890       190,964
  General Partner fee                                 162,890       190,964
  Trading Manager fee                                  81,445        95,481
  Operating expenses                                   88,766        95,159
                                                  -----------   -----------

      Total expenses                                1,217,047     1,598,751
                                                  -----------   -----------

      NET INCOME (LOSS)                           $(1,022,392)  $   405,478
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number
  of units outstanding during the period)         $    (84.31)  $     27.50
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED PARTNER UNIT      $    (86.56)  $     25.89
                                                  ===========   ===========


                      See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
            For the Three Months Ended June 30, 1998 and 1997
                               (Unaudited)
                               -----------

                                                      Three Months Ended
                                                            June 30,
                                                      1998          1997
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $  (671,087)  $ 1,101,172
    Change in unrealized                              160,145    (1,317,746)
                                                  -----------   -----------

      (Loss) from trading                            (510,942)     (216,574)

  Interest income                                     193,855       251,321
                                                  -----------   -----------

      Total income (loss)                            (317,087)       34,747
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               194,536       185,710
  Advisor incentive fees                              202,322       228,185
  Advisor management fees                              40,208        49,396
  Consultant fee                                       75,932        93,193
  General Partner fee                                  75,932        93,193
  Trading Manager fee                                  37,966        46,596
  Operating expenses                                   38,984        41,117
                                                  -----------   -----------

      Total expenses                                  665,880       737,390
                                                  -----------   -----------

      NET (LOSS)                                  $  (982,967)  $  (702,643)
                                                  ===========   ===========

NET (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number
  of units outstanding during the period)         $    (82.70)  $    (48.32)
                                                  ===========   ===========

(DECREASE) IN NET ASSET VALUE PER
  GENERAL AND LIMITED PARTNER UNIT                $    (81.21)  $    (48.09)
                                                  ===========   ===========


                      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, 1998 and 1997
                               (Unaudited)
                               -----------
<CAPTION>
               General            Limited
               Partner            Partners                 Total
          ----------------   ------------------       ------------------
          Units    Amount    Units       Amount       Units       Amount
<S>       <C>      <C>       <C>         <C>          <C>         <C>
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
          =======  ========  ==========  ===========  ==========  ===========

Balances
 at
 December 31,
 1996     323.451  $404,722  14,757.410  $18,465,411  15,080.861  $18,870,133
Net income
 for the
 six months
 ended
 June 30,
 1997                 8,373                  397,105                  405,478
Redemptions     0         0    (821.371)  (1,064,116)   (821.371)  (1,064,116)
          -------  --------  ----------  -----------  ----------  -----------
Balances
 at
 June 30,
 1997     323.451  $413,095  13,936.039  $17,798,400  14,259.490  $18,211,495
          =======  ========  ==========  ===========  ==========  ===========

Net asset value
 per unit at
  December 31, 1996                      $  1,251.26
                                         ===========
  June 30, 1997                          $  1,277.15
                                         ===========
  December 31, 1997                      $  1,369.31
                                         ===========
  June 30, 1998                          $  1,282.75
                                         ===========
</TABLE>

                        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.

     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.  Gains or
         losses are realized when contracts are liquidated. Net unrealized
         gain or loss on open contracts (the difference between contract
         purchase price and market price) is reported in the statement of
         financial condition 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.

     D.  Cash and Cash Equivalents

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

     E.  Brokerage Commissions

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



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



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

     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.

Note 2.  GENERAL PARTNER

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  The General
         Partner is required by the Agreement of Limited Partnership to
         contribute to the Partnership an amount equal to at least 1% of the
         aggregate capital contributions of all partners, but not less than
         $100,000.  As of June 30, 1998, $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, at all times after the Partnership commences trading and so
         long as it remains General Partner of the Partnership, maintain a net
         worth not less than 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 a General Partner if such contributions are equal
         to or less than $2,500,000; and (ii) 10% of the aggregate capital
         contributions of any limited partnerships for which it shall act
         as a General Partner if such contributions exceed $2,500,000.

         ProFutures, Inc. has callable subscription agreements with
         Internationale Nederlanden (U.S.) Securities, Futures & Options
         Inc. (ING), whereby ING agrees to purchase or subscribe to (up to
         $19,000,090) the number of shares of common stock of ProFutures, Inc.
         necessary to maintain the General Partner net worth requirements.



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



Note 2.  GENERAL PARTNER (CONTINUED)

         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 .2% to 2% annually of allocated Net Asset Value.  In addition,
         the trading advisors receive quarterly incentive fees ranging from
         20% to 27.5% of Trading Profits (as defined in the trading advisory
         contracts) on that portion of the Partnership's assets which they
         direct.

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 value of derivatives during the six months ended
         June 30, 1998 and 1997 was approximately $220,000 and $715,000,
         respectively, and the fair value as of June 30, 1998 and December 31,
         1997 was approximately $258,000 and $670,000, respectively.



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



Note 7.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

         Net trading results from derivatives for the six and three months
         ended June 30, 1998 and 1997 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 futures
         contracts and options on futures contracts.

         Open contracts generally mature within one year, however, the
         Partnership intends to close all contracts prior to maturity.  At
         June 30, 1998 and December 31, 1997, the notional amount of open
         contracts is as follows:

                                 June 30,                  December 31,
                                   1998                        1997
                        --------------------------  --------------------------
                        Contracts to  Contracts to  Contracts to  Contracts to
                          Purchase        Sell        Purchase        Sell
                        ------------  ------------  ------------  ------------

Futures contracts
  and written options
  thereon:
    - Agriculture       $  6,900,000  $  6,500,000  $  5,300,000  $  5,400,000
    - Currency and
        currency
        indices            5,900,000    28,200,000     1,900,000    13,300,000
    - Energy                 600,000       800,000       200,000     2,200,000
    - Equity indices      30,000,000     8,500,000    13,900,000    11,000,000
    - Interest rates      84,200,000    48,800,000   128,000,000    55,800,000
    - Metals              14,600,000    15,400,000    13,800,000    16,500,000
    - Other                        0       150,000       100,000             0

Purchased options on
  futures contracts:
    - Agriculture          2,700,000     1,100,000             0             0
    - Currency and
      currency indices             0             0             0     2,000,000
    - Energy                       0       100,000             0             0
    - Interest rates               0             0     6,400,000             0
    - Metals                       0       400,000       900,000             0
                        ------------  ------------  ------------  ------------

                        $144,900,000  $109,950,000  $170,500,000  $106,200,000
                        ============  ============  ============  ============


         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.



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



Note 7.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

         The General Partner has established procedures to actively monitor
         and minimize market and credit risk.  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:  The Registrant is very liquid in that it holds its
             assets in cash or near cash investments.

         B.  CAPITAL RESOURCES:  Since the Registrant's business is the
             purchase and sale of various commodity interests, it will make
             few, if any, capital expenditures.  Except as it impacts the
             commodity markets, inflation is not a significant factor in the
             Fund's profitability.

         C.  RESULTS OF OPERATIONS:  On March 7, 1990 the Registrant commenced
             trading operations with a beginning equity of $4,384,536.  The
             Registrant's offering of Units of Limited Partnership Interest
             terminated on May 30, 1991.

             During 1990 the Registrant earned $911,948.  The Registrant lost
             $1,846,137 in 1992 as compared to earnings of $1,046,330 for
             1991.  For 1993 the Registrant had net income of $2,433,194 as
             compared to net income of $98,340 for 1994.  The Registrant had a
             net loss of $985,673 in 1995 as compared to net income of
             $833,088 for 1996.  During 1997, the Registrant had net income of
             $1,716,744.  For the three months ended June 30, 1998 the
             Registrant had a net loss of $982,967 as compared to a net loss
             of $702,643 for the three months ended June 30, 1997.  For the
             six months ended June 30, 1998 the Registrant had a net loss of
             $1,022,392 as compared to net income of $405,478 for the six
             months ended June 30, 1997.

             The Fund's losses for the quarter ended June 30, 1998 resulted
             from large April losses in foreign currencies and were only
             slightly reduced by gains in the interest rates, foreign
             currencies and equity indices markets in May and June.

             The Fund's losses for the quarter ended March 31, 1998 resulted
             from February losses in the currencies, U.S. interest rates and
             equity indices markets, March losses in the non-U.S. interest
             rates and non-U.S. equity indices as well as the base metals
             markets.  These losses were largely offset by January gains
             in the U.S. and non-U.S. interest rates markets.

             The Fund's loss for the quarter ended June 30, 1997 resulted
             from significant May gains in the food and fiber, foreign
             currency, non-U.S. interest rates and base metals markets, which
             only partially offset large losses in the U.S. equity indices
             and non-U.S. interest rates markets in April and losses in
             the grains market during June.

             The Fund's income for the quarter ended March 31, 1997 resulted
             from significant January gains in the foreign currency
             markets, as well as February gains in the energy, metals and
             grain markets and March gains in grain, equity indices and
             interest rates markets.  These gains were slightly reduced by
             losses in the month of January in the non-U.S. interest rates
             market, February losses in non-U.S. equity indices and March
             losses in the foreign currency, metals and energy markets.

             There were no unusual or infrequent events which materially
             affected the Registrant's operations.  The Net Asset Value per
             Unit as of June 30, 1998 was $1,282.75, and the total Net Asset
             Value of the Fund amounted to $14,646,866 as compared to a Net
             Asset Value per Unit of $1,369.31 as of December 31, 1997 and
             a total Net Asset Value of $17,293,566.  Due to the speculative
             nature of trading commodity interests, the Registrant's earnings
             and Net Asset Value may fluctuate widely from month to month and
             year to year.

             The General Partner has established procedures to actively
             monitor and minimize the market and credit risk of the Fund.
             ATA Research, Inc. (ATA), in its capacity as Trading Manager of
             the Fund, manages market risk through the monitoring of the
             Fund's advisors and their trading in the various commodity
             markets.  The General Partner seeks to minimize credit risk
             primarily by keeping only minimal amounts of excess cash at the
             brokers, with excess cash being maintained in custodial or other
             accounts providing credit protection.  Additionally, the General
             Partner monitors credit risk based on is current knowledge of
             the brokers' credit worthiness.

         D.  POSSIBLE CHANGES:  The General Partner reserves the right to
             terminate 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.



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.

         Year 2000
         ---------

         The General Partner is in the process of evaluating the effect of
         Year 2000 issues on the Partnership.  The internal software of the
         General Partner is Year 2000 compliant.  The General Partner
         anticipates no internal operational problems with respect to the
         Partnership related to the Year 2000.  The General Partner
         continues to evaluate the effect of the Year 2000 issue with respect
         to the Partnership's outside service providers and advisors.  It is
         anticipated that any costs incurred in connection with internal
         operating problems relating to Year 2000 issues will be borne by the
         General Partner.

Item 6.  Exhibits and Reports on Form 8-K.

         There were no reports filed on Form 8-K.



SIGNATURE



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

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



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