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 September 30, 2002.

                               Very truly yours,



                               ALTERNATIVE ASSET GROWTH FUND, L.P.



                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     Form 10-Q

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

                      For the Quarter Ended September 30, 2002
                                    ------------

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

                        ALTERNATIVE ASSET GROWTH FUND, L.P.
                        -----------------------------------

                           (Exact name of Partnership)

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



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

                    (Address of principal executive office)

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


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


                                Yes  X
                                No


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
          September 30, 2002 (Unaudited) and December 31, 2001 (Audited)
                                 -----------



                                                 September 30,  December 31,
                                                     2002           2001
                                                     ----           ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $ 6,433,915   $ 6,425,296
    Unrealized gain on open contracts                 470,639       280,179
                                                  -----------   -----------

      Deposits with broker                          6,904,554     6,705,475

  Cash                                                  2,493         1,688
                                                  -----------   -----------

      Total assets                                $ 6,907,047   $ 6,707,163
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $    14,832   $    14,985
  Commissions and other trading fees
    on open contracts                                   8,708        11,109
  Incentive fee payable                               209,676             0
  Management fees payable                              69,553        74,604
  Redemptions payable                                  37,556       274,525
                                                  -----------   -----------

      Total liabilities                               340,325       375,223
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 101 and 92 units outstanding
    at September 30, 2002 and December 31, 2001       135,981       106,803
  Limited Partners - 4,797 and 5,346 units
    outstanding at September 30, 2002 and
    December 31, 2001                               6,430,741     6,225,137
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                           6,566,722     6,331,940
                                                  -----------   -----------

                                                  $ 6,907,047   $ 6,707,163
                                                  ===========   ===========


                         See accompanying notes.



                   ALTERNATIVE ASSET GROWTH FUND, L.P.
                    CONDENSED SCHEDULE OF INVESTMENTS
                             September 30, 2002
                                 (Unaudited)
                                 -----------



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

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

             Agricultural                              $ 54,610     0.83 %
             Currency                                    24,448     0.37 %
             Energy                                      60,565     0.92 %
             Interest rate                              290,192     4.42 %
             Metal                                          951     0.01 %
             Stock index                                 (2,423)   (0.04)%
                                                       --------    -------

             Total long futures contracts              $428,343     6.51 %
                                                       --------    -------


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

             Agricultural                              $    121     0.00 %
             Currency                                     1,415     0.02 %
             Interest rate                               (4,714)   (0.07)%
             Metal                                       12,204     0.19 %
             Stock index                                 33,270     0.51 %
                                                       --------    -------

             Total short futures contracts             $ 42,296     0.65 %
                                                       --------    -------

             Total futures contracts                   $470,639     7.16 %
                                                       ========    =======


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
          For the Three Months Ended September 30, 2002 and 2001
                               (Unaudited)
                               -----------



                                                      Three Months Ended
                                                         September 30,
                                                      2002          2001
                                                   ---------     ---------
INCOME
  Trading gains
    Realized                                      $ 1,367,270   $   345,859
    Change in unrealized                                3,022       417,577
                                                  -----------   -----------

      Gain from trading                             1,370,292       763,436

  Interest income                                      27,743        58,991
                                                  -----------   -----------

      Total income                                  1,398,035       822,427
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                                42,113        85,297
  Incentive fees                                      209,675        65,210
  Management fees                                     121,394       134,905
  Operating expenses                                   29,490        26,823
                                                  -----------   -----------

      Total expenses                                  402,672       312,235
                                                  -----------   -----------

      NET INCOME                                  $   995,363   $   510,192
                                                  ===========   ===========

NET INCOME PER GENERAL AND LIMITED
  PARTNER UNIT
    (based on weighted average number of
    units outstanding during the period of
    4,938 and 5,926, respectively)                $    201.55   $     86.10
                                                  ===========   ===========

INCREASE IN NET ASSET VALUE PER
  GENERAL AND LIMITED PARTNER UNIT                $    201.45   $     86.79
                                                  ===========   ===========


                      See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
          For the Nine Months Ended September 30, 2002 and 2001
                               (Unaudited)
                               -----------



                                                      Nine Months Ended
                                                         September 30,
                                                      2002          2001
                                                   ---------     ---------
INCOME
  Trading gains
    Realized                                      $ 1,344,803   $   741,697
    Change in unrealized                              190,460        48,035
                                                  -----------   -----------

      Gain from trading                             1,535,263       789,732

  Interest income                                      76,426       218,461
                                                  -----------   -----------

      Total income                                  1,611,689     1,008,193
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               168,342       163,523
  Incentive fees                                      209,968       139,705
  Management fees                                     337,523       401,088
  Operating expenses                                   79,841        79,075
                                                  -----------   -----------

      Total expenses                                  795,674       783,391
                                                  -----------   -----------

      NET INCOME                                  $   816,015   $   224,802
                                                  ===========   ===========

NET INCOME PER GENERAL AND LIMITED
  PARTNER UNIT
    (based on weighted average number of
    units outstanding during the period of
    5,144 and 6,196, respectively)                $    158.62   $     36.28
                                                  ===========   ===========

INCREASE IN NET ASSET VALUE PER
  GENERAL AND LIMITED PARTNER UNIT                $    176.39   $     40.68
                                                  ===========   ===========


                      See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
          For the Nine Months Ended September 30, 2002 and 2001
                               (Unaudited)
                               -----------



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

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

Net income for the
 nine months ended
 September 30, 2002                        19,178      796,837      816,015

Additions                        10        10,000            0       10,000

Redemptions                    (550)            0     (591,233)    (591,233)
                             ------     ---------  -----------  -----------

Balances at
 September 30, 2002           4,898     $ 135,981  $ 6,430,741  $ 6,566,722
                             ======     =========  ===========  ===========

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

Net income for the
 nine months ended
 September 30, 2001                         3,731      221,071      224,802

Redemptions                    (861)            0   (1,015,397)  (1,015,397)
                             ------     ---------  -----------  -----------

Balances at
 September 30, 2001           5,806     $ 113,104  $ 7,046,219  $ 7,159,323
                             ======     =========  ===========  ===========

Net asset value
 per unit at
  December 31, 2000                        $  1,192.34
                                           ===========
  September 30, 2001                       $  1,233.02
                                           ===========
  December 31, 2001                        $  1,164.33
                                           ===========
  September 30, 2002                       $  1,340.72
                                           ===========


                        See accompanying notes.



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



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

     A.  General Description of the Partnership

         Alternative Asset Growth Fund, L.P. (the Partnership) is a Delaware
         limited partnership which operates as a commodity investment pool.
         The Partnership engages in the speculative trading of futures
         contracts and other financial instruments.

     B.  Regulation

         As a registrant with the Securities and Exchange Commission, the
         Partnership is subject to the regulatory requirements under the
         Securities Act of 1933 and the Securities Exchange Act of 1934.  As a
         commodity investment pool, the Partnership is subject to the
         regulations of the Commodity Futures Trading Commission, an agency of
         the United States (U.S.) government which regulates most aspects of
         the commodity futures industry; rules of the National Futures
         Association, an industry self-regulatory organization; and the
         requirements of commodity exchanges and Futures Commission Merchants
         (brokers) through which the Partnership trades.

     C.  Method of Reporting

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

         For purposes of both financial reporting and calculation of
         redemption value, Net Asset Value per Unit is calculated by dividing
         Net Asset Value by the number of outstanding units outstanding.

     D.  Brokerage Commissions

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

     E.  Income Taxes

         The Partnership prepares calendar year U.S. and applicable state
         information tax returns and reports to the partners their allocable
         shares of the Partnership's income, expenses and trading gains or
         losses.



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



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

     F.  Foreign Currency Transactions

         The Partnership's functional currency is the U.S. dollar; however, it
         transacts business in currencies other than the U.S. dollar.  Assets
         and liabilities denominated in currencies other than the U.S. dollar
         are translated into U.S. dollars at the rates in effect at the date
         of the statement of financial condition.  Income and expense items
         denominated in currencies other than the U.S. dollar are translated
         into U.S. dollars at the rates in effect during the period.  Gains
         and losses resulting from the translation to U.S. dollars are
         reported in income currently.

     G.  Interim Financial Statements

         In the opinion of management, the unaudited interim financial
         statements reflect all adjustments, which were of a normal and
         recurring nature, necessary for a fair presentation of financial
         position as of September 30, 2002, and the results of operations
         for the three and nine months ended September 30, 2002 and 2001.

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

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

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

         ProFutures, Inc. has callable subscription agreements with ABN AMRO
         Incorporated (ABN), the Partnership's primary 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 nine months
         ended September 30, 2002 and 2001 were $88,004 and $110,342,
         respectively.  Such management fees earned for the three months ended
         September 30, 2002 and 2001 were $31,790 and $35,350, respectively.
         Management fees payable to ProFutures, Inc. as of September 30, 2002
         and December 31, 2001 were $11,053 and $11,057, 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 23% of
         Trading Profits (as defined).

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

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

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

         The Partnership employs a consultant who is paid a monthly fee of 1/6
         of 1% (2% annually) of month-end Net Asset Value for administrative
         services rendered to the Partnership.  Total fees earned by this
         consultant for the nine months ended September 30, 2002 and 2001 were
         $88,004 and $110,342, respectively.  Such fees earned for the three
         months ended September 30, 2002 and 2001 were $31,790 and $35,350,
         respectively.

         In addition, Kenmar Global Strategies Inc. (Kenmar) serves as a
         consultant and assists the General Partner in making decisions about
         which commodity trading advisors to hire, the allocations among the
         advisors and the day-to-day monitoring and risk management of the
         Partnership's trading activities.  Kenmar receives a monthly
         management fee of 1/12 of 1% (1% annually) of month-end Net Asset
         Value.  Fees earned by Kenmar totaled $44,002 and $55,171 for the
         nine months ended September 30, 2002 and 2001, respectively.  Such
         fees earned by Kenmar for the three months ended September 30, 2002
         and 2001 totaled $15,895 and $17,675, 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.



                  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").  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 broker.  Additional deposits may
         be necessary for any loss on contract value.  The Commodity Exchange
         Act requires a broker to segregate all customer transactions and
         assets from such broker's proprietary activities.  A customer's cash
         and other property (for example, U.S. Treasury bills) deposited with
         a broker are considered commingled with all other customer funds
         subject to the broker's segregation requirements.  In the event of a
         broker's insolvency, recovery may be limited to a pro rata share of
         segregated funds available.  It is possible that the recovered amount
         could be less than total cash and other property deposited.

         For derivatives, risks arise from changes in the market value of the
         contracts.  Theoretically, the Partnership is exposed to a market
         risk equal to the notional contract value of futures contracts
         purchased and unlimited liability on such contracts sold short.  As
         both a buyer and seller of options, the Partnership pays or receives a
         premium at the outset and then bears the risk of unfavorable changes
         in the price of the contract underlying the option.  Written options
         expose the Partnership to potentially unlimited liability, and
         purchased options expose the Partnership to a risk of loss limited to
         the premiums paid.

         The Partnership has a portion of its assets on deposit with a
         financial institution in connection with its cash management
         activities.  In the event of a financial institution's insolvency,
         recovery of Partnership assets on deposit may be limited to account
         insurance or other protection afforded such deposits.

         The General Partner has established procedures to actively monitor
         market risk and minimize credit risk, although there can be no
         assurance that it will, in fact, succeed in doing so.  The General
         Partner's basic market risk control procedures consist of
         continuously monitoring the trading activity of the various trading
         advisors, with the actual market risk controls being applied by the
         advisors themselves.  The General Partner seeks to minimize credit
         risk primarily by depositing and maintaining the Partnership's assets
         at financial institutions and brokers which the General Partner
         believes to be creditworthy.  The Limited Partners bear the risk of
         loss only to the extent of the market value of their respective
         investments and, in certain specific circumstances, distributions and
         redemptions received.



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



Note 8.  FINANCIAL HIGHLIGHTS
         --------------------

         The following information presents per unit operating performance data
         and other supplemental financial data for the three months and nine
         months ended September 30, 2002 and 2001.  This information has been
         derived from information presented in the financial statements.

                                                       Three months ended
                                                          September 30,
                                                       2002          2001
                                                    (Unaudited)   (Unaudited)
                                                    -----------   -----------

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

         Net asset value per unit at
           beginning of period                       $1,139.27     $1,146.23
                                                     ---------     ---------

         Income (loss) from operations:
           Net investment (loss) (1), (3)               (67.39)       (28.34)
           Net realized and change in
             unrealized gain from
             trading (2), (3)                           268.84        115.13
                                                     ---------     ---------

                 Total income from operations           201.45         86.79
                                                     ---------     ---------

         Net asset value per unit at
           end of period                             $1,340.72     $1,233.02
                                                     =========     =========

         Total Return (4)                                17.68 %        7.57 %
                                                        =======       =======

         Supplemental Data

         Ratios to average net asset value: (5)
           Expenses prior to incentive fees (1)           9.83 %        9.32 %
           Incentive fees                                13.65 %        3.75 %
                                                        -------       -------

                 Total expenses (1)                      23.48 %       13.07 %
                                                        =======       =======

           Net investment (loss) (1)                    (21.68)%       (9.68)%
                                                        =======       =======


                                                        Nine months ended
                                                          September 30,
                                                       2002          2001
                                                    (Unaudited)   (Unaudited)
                                                    -----------   -----------

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

         Net asset value per unit at
           beginning of period                       $1,164.33     $1,192.34
                                                     ---------     ---------

         Income (loss) from operations:
           Net investment (loss) (1), (3)              (107.09)       (64.78)
           Net realized and change in unrealized
             gain from trading (2), (3)                 283.48        105.46
                                                     ---------     ---------

                 Total income from operations           176.39         40.68
                                                     ---------     ---------

         Net asset value per unit at
           end of period                             $1,340.72     $1,233.02
                                                     =========     =========

         Total Return (4)                                15.15 %        3.41 %
                                                        =======       =======

         Supplemental Data

         Ratios to average net asset value: (5)
           Expenses prior to incentive fees (1)           9.54 %        8.79 %
           Incentive fees                                 4.80 %        2.55 %
                                                        -------       -------

                 Total expenses (1)                      14.34 %       11.34 %
                                                        =======       =======

           Net investment (loss) (1)                    (12.59)%       (7.35)%
                                                        =======       =======

           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 additions and redemptions.


         -------------------
         (1)  Excludes brokerage commissions and other trading fees.
         (2)  Includes brokerage commissions and other trading fees.
         (3)  The net investment (loss) per unit is calculated by dividing
              the net investment (loss) by the average number of units
              outstanding during the period.  The net realized and change in
              unrealized gain from trading is a balancing amount necessary
              to reconcile the change in net asset value per unit with the
              other per unit information. Such balancing amount for the nine
              months ended September 30, 2002 differs from the calculation of
              net trading gain per unit due to the timing of trading gains and
              losses during the period relative to the number of units
              outstanding.
         (4)  Not annualized.
         (5)  Annualized.



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

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

         B.  CAPITAL RESOURCES:  Since the Partnership's business is the
             purchase and sale of various commodity interests, it will make
             few, if any, capital expenditures.

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

         C.  RESULTS OF OPERATIONS:  The Partnership's net income (loss) for
             the nine months ended September 30,2002 and 2001 consisted of the
             following:

                                                           2002        2001
                                                           ----        ----

                Three months ended March 31             $(465,616)  $ 221,982
                Three months ended June 30                286,268    (507,372)
                Three months ended September 30           995,363     510,192
                                                        ---------   ---------

                    Nine months ended September 30      $ 816,015   $ 224,802
                                                        =========   =========


             As of September 30, 2002, 4,898 Units are outstanding, including
             101 General Partner Units, with an aggregate Net Asset Value of
             $6,566,722 ($1,340.72 per Unit).  This represents an increase
             in Net Asset Value of $234,782 compared with December 31, 2001.
             The increase is caused by a net gain for the nine months ended
             September 30, 2002 offset by redemptions of limited partner units.

             As of September 30, 2001, 5,806 Units are outstanding, including
             92 General Partner Units, with an aggregate Net Asset Value of
             $7,159,323 ($1,233.02 per Unit).  This represents a decrease
             in Net Asset Value of $790,595 compared with December 31, 2000.
             The decrease relates to redemptions of limited partner units
             offset by net income.

             Third Quarter 2002
             ------------------

             The futures markets continued to be volatile in the third quarter
             of 2002.  The equity markets suffered losses during the quarter,
             which significantly impacted the commodities markets.  The looming
             threat of war with Iraq also had an impact on the markets,
             especially oil and gas futures.

             In July, the Partnership gained 8.13%.  There were gains in
             interest rates and stock indexes along with gains in certain
             agricultural commodities.  Those gains were partially offset
             by losses in the energy complex and metals.

             In August, the Partnership gained another 3.42%.  Again, there
             were gains in interest rate markets.  There were also gains in
             energy, precious metals, grains and livestock.  There were losses
             in foreign currencies, stock index futures, and base metals.

             In September, the Partnership had another gain of 5.24%.  There
             were gains in interest rates along with additional gains in stock
             indexes and energy.  There were losses in precious metals.

             The Partnership had a total return of 17.68% for the quarter and
             15.15% for the nine months ended September 30, 2002.  For the
             third quarter 2002, the majority of the Partnership's trading
             gains were in interest rate futures and stock index futures and
             the largest loss was in foreign currencies.

             Second Quarter 2002
             -------------------

             The futures markets continued to be volatile in the second quarter
             of 2002, though there was a surge at the end of the quarter.  The
             extreme volatility of the equity markets, mainly on the downside,
             had a major impact on the commodities markets.  Many of the US and
             overseas stock indexes and foreign currencies were very active.
             Some of this was the result of the corporate scandals that
             continue to rock the markets.

             In April, the Partnership lost 5.15%.  Although there were gains
             in Swiss Francs, natural gas, and Euros, they were more than
             offset by losses in the German Stock Index, the Japanese Yen,
             Euribor futures, the NASDAQ 100, and various bond futures.

             In May, the Partnership was essentially flat, with a loss of .17%.
             There were gains in foreign currencies due to the drop of the U.S.
             dollar.  There were also gains in precious metals and agricultural
             commodities.  The gains were offset by losses in the energy
             complex, interest rates and some metals.

             In June, the Partnership had a gain of 11.46%.  There were gains
             in Euro futures and the Swiss Franc, and also a gain in EuroDollar
             futures.  There were also gains in various stock and bond indexes.
             There were losses in British Pounds, the Nikkei Stock Index, and
             Gold, but these were more than offset by the gains.

             The Partnership had a total return of 5.53% for the quarter and
             (2.15)% for the six months ended June 30, 2002.  For the second
             quarter 2002, the majority of the Partnership's trading gains
             were in foreign currencies and the largest loss was in the energy
             markets.

             First Quarter 2002
             ------------------

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

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

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

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

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

             Third Quarter 2001
             ------------------

             The quarter ended September 30, 2001 started out with gains in
             July in base metals, precious metals, stock index futures and
             short-term interest rates.  The Fed's continuing loose monetary
             policy kept both short-term and long-term interest rates somewhat
             volatile.  August brought large gains in interest rates and
             smaller gains in the base metals.

             September 2001 was a very volatile month for the Fund due to the
             events of September 11th.  Although the US markets were closed for
             the remainder of the week, most overseas markets remained open,
             and significant gains were made during this period.  The Fund had
             significant profits in short-term interest rate futures (mostly
             overseas).  There were also large gains made in medium-term
             interest rates, which were partially offset by losses in long-
             term interest rates.  There were also some significant gains in
             base metals and losses in energy, which was especially volatile
             after the attacks on the World Trade Center and the Pentagon.  The
             Fund was able to end the quarter with a profit of 7.57% and 3.41%
             for the nine months ended September 30, 2001.

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

             Second Quarter 2001
             -------------------

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

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

             First Quarter 2001
             ------------------

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

             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 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 with respect to the Partnership within 90
days of the filing date of this quarterly report, and, based on their
evaluation, have concluded that these disclosure controls and procedures are
effective.  There were no significant changes in the general partner's internal
controls with respect to the Partnership or in other factors applicable to the
Partnership that could significantly affect these controls subsequent to the
date of their evaluation.



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 field herewith:

         99.1  Form of Certification Pursuant to Section 1350 of Chapter 63
               of Title 18 of the United States Code.

         99.2  Form of Certification Pursuant to Section 1350 of Chapter 63
               of Title 18 of the United States Code.



CERTIFICATIONS
--------------



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 quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 13, 2002
       ----------------------------------



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




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 quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 13, 2002
       ----------------------------------


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



SIGNATURE


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

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



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



                                EXHIBIT 99.1


                   CERTIFICATION PURSUANT TO SECTION 1350 OF
               CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
               ------------------------------------------------



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 September 30, 2002 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 September 30, 2002 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
                                              November 13, 2002



                                EXHIBIT 99.2


                   CERTIFICATION PURSUANT TO SECTION 1350 OF
               CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
               ------------------------------------------------



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 September 30, 2002 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 September 30, 2002 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
                                              November 13, 2002