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

          (Address of principal executive office)

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



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


                                 Yes  X
                                 No


                      PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


                   ALTERNATIVE ASSET GROWTH FUND, L.P.
                    STATEMENTS OF FINANCIAL CONDITION
     September 30, 1998 (Unaudited) and December 31, 1997 (Audited)
                              -----------

                                                 September 30,  December 31,
                                                     1998          1997
                                                     ----          ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $ 4,962,026   $ 5,878,013
    Net option premiums (received)                   (108,063)      (88,935)
    Unrealized gain on open contracts               1,211,389       758,953
                                                  -----------   -----------

      Deposits with brokers                         6,065,352     6,548,031

  Cash and cash equivalents                        11,035,933    11,605,060
                                                  -----------   -----------

      Total assets                                $17,101,285   $18,153,091
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $     4,601   $     5,301
  Advisor incentive fees payable                      350,072        98,172
  Advisor management fees payable                      42,449        47,263
  Consultant fee payable                               27,809        29,945
  General Partner fee payable                          27,809        29,945
  Trading Manager fee payable                          13,904        14,972
  Commissions and other trading fees
    on open contracts                                  18,904        35,382
  Redemptions payable                                 107,031       598,545
                                                  -----------   -----------

      Total liabilities                               592,579       859,525
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 323.451 units outstanding at
    September 30, 1998 and December 31, 1997          480,771       442,903
  Limited Partners - 10,783.188 and 12,305.985
    units outstanding at September 30, 1998 and
    December 31, 1997                              16,027,935    16,850,663
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                          16,508,706    17,293,566
                                                  -----------   -----------

                                                  $17,101,285   $18,153,091
                                                  ===========   ===========


                         See accompanying notes.



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

                                                       Nine Months Ended
                                                         September 30,
                                                      1998          1997
                                                   ---------     ---------
INCOME
  Trading gains
    Realized                                      $ 2,190,709   $ 2,538,204
    Change in unrealized                              452,436       363,623
                                                  -----------   -----------

      Gain from trading                             2,643,145     2,901,827

  Interest income                                     598,489       751,126
                                                  -----------   -----------

      Total income                                  3,241,634     3,652,953
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               498,750       533,267
  Advisor incentive fees                              625,625       670,502
  Advisor management fees                             127,796       150,292
  Consultant fee                                      240,681       285,258
  General Partner fee                                 240,681       285,258
  Trading Manager fee                                 120,339       142,628
  Operating expenses                                  127,074       136,424
                                                  -----------   -----------

      Total expenses                                1,980,946     2,203,629
                                                  -----------   -----------

      NET INCOME                                  $ 1,260,688   $ 1,449,324
                                                  ===========   ===========

NET INCOME PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number
  of units outstanding during the period)         $    106.39   $    100.38
                                                  ===========   ===========

INCREASE IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $    117.07   $     97.47
                                                  ===========   ===========


                      See accompanying notes.



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

                                                      Three Months Ended
                                                         September 30,
                                                      1998          1997
                                                   ---------     ---------
INCOME
  Trading gains
    Realized                                      $ 1,928,192   $ 1,074,458
    Change in unrealized                              935,484       330,583
                                                  -----------   -----------

      Gain from trading                             2,863,676     1,405,041

  Interest income                                     183,303       243,683
                                                  -----------   -----------

      Total income                                  3,046,979     1,648,724
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               138,596       161,899
  Advisor incentive fees                              350,072       117,123
  Advisor management fees                              42,447        48,856
  Consultant fee                                       77,791        94,294
  General Partner fee                                  77,791        94,294
  Trading Manager fee                                  38,894        47,147
  Operating expenses                                   38,308        41,265
                                                  -----------   -----------

      Total expenses                                  763,899       604,878
                                                  -----------   -----------

      NET INCOME                                  $ 2,283,080   $ 1,043,846
                                                  ===========   ===========

NET INCOME PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number
  of units outstanding during the period)         $    201.23   $     75.49
                                                  ===========   ===========

INCREASE IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $    203.63   $     71.58
                                                  ===========   ===========


                      See accompanying notes.


<TABLE>
                    ALTERNATIVE ASSET GROWTH FUND, L.P.
       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
           For the Nine Months Ended September 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 income
 for the
 nine months
 ended
 September 30,
 1998                  37,868                1,222,820                1,260,688
Redemptions       0         0  (1,522.797)  (2,045,548) (1,522.797)  (2,045,548)
            -------  --------  ----------  -----------  ----------  -----------
Balances
 at
 September 30,
 1998       323.451  $480,771  10,783.188  $16,027,935  11,106.639  $16,508,706
            =======  ========  ==========  ===========  ==========  ===========

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
 nine months
 ended
 September 30,
 1997                  31,526                1,417,798                1,449,324
Redemptions       0         0  (1,673.047)  (2,235,943) (1,673.047)  (2,235,943)
            -------  --------  ----------  -----------  ----------  -----------
Balances
 at
 September 30,
 1997       323.451  $436,248  13,084.363  $17,647,266  13,407,814  $18,083,514
            =======  ========  ==========  ===========  ==========  ===========

Net asset value
 per unit at
  December 31, 1997                        $  1,369.31
                                           ===========
  September 30, 1998                       $  1,486.38
                                           ===========
  December 31, 1996                        $  1,251.26
                                           ===========
  September 30, 1997                       $  1,348.73
                                           ===========
</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 September 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 (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.) Derivatives Clearing, Inc. (ING),
         whereby ING agrees to purchase or subscribe to (up to $14,000,017)
         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 1% 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 nine months ended
         September 30, 1998 and 1997 was approximately $490,000 and $730,000,
         respectively, and the fair value as of September 30, 1998 and
         December 31, 1997 was approximately $1,100,000 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 nine and three months
         ended September 30, 1998 and 1997 are reflected in the statement of
         operations and equal gain from trading less brokerage commissions.
         Such trading results reflect the net gain 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
         September 30, 1998 and December 31, 1997, the notional amount of
         open contracts is as follows:

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

Futures contracts
  and written options
  thereon:
    - Agriculture       $  1,500,000  $  5,500,000  $  5,300,000  $  5,400,000
    - Currency and
        currency
        indices           56,400,000       800,000     1,900,000    13,300,000
    - Energy               1,100,000       500,000       200,000     2,200,000
    - Equity indices       3,100,000    23,100,000    13,900,000    11,000,000
    - Interest rates      60,100,000    14,600,000   128,000,000    55,800,000
    - Metals               6,400,000     7,000,000    13,800,000    16,500,000
    - Other                        0       200,000       100,000             0

Purchased options on
  futures contracts:
    - Agriculture                  0             0             0             0
    - Currency and
      currency indices             0       300,000             0     2,000,000
    - Energy                 100,000             0             0             0
    - Interest rates               0             0     6,400,000             0
    - Metals                 600,000       100,000       900,000             0
                        ------------  ------------  ------------  ------------

                        $129,300,000  $ 52,100,000  $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.

             The Registrant's net income (loss) for the nine months ended
             September 30, 1998 and 1997 consisted of the following:

                                                        1998           1997
                                                        ----           ----
               Three months ended March 31           $  (39,425)    $1,108,121
               Three months ended June 30              (982,967)      (702,643)
               Three months ended September 30        2,283,080      1,043,846
                                                     ----------     ----------
                  Nine months ended September 30     $1,260,688     $1,449,324
                                                     ==========     ==========

             The Registrant's income for the quarter ended September 30, 1998
             resulted from large gains in the long term interest rates markets
             in August and September.  These gains were reduced by losses in
             July in the agricultural, equity indices and base metal markets.

             The Registrant'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 Registrant'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. rates markets.

             The Registrant's income for the quarter ended September 30, 1997
             resulted from significant July gains in the foreign currency and
             interest rates markets which were partially reduced in August
             by losses in the interest rate and base metals markets, followed
             by gains in the interest rate markets in September.

             The Registrant'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 rate and base metals markets, which
             only partially offset large losses in the U.S. equity indices
             and non-U.S. interest rate markets in April and losses in
             the grain markets during June.

             The Registrant'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 rate markets.  These gains were slightly reduced by
             losses in the month of January in the non-U.S. interest rate
             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.  Due to the speculative
             nature of trading commodity interests, the Registrant's earnings
             and Net Asset Value may fluctuate widely from period to period.

             The General Partner has established procedures to actively
             monitor and minimize the market and credit risk of the Registrant.
             ATA Research, Inc. (ATA), in its capacity as Trading Manager of
             the Registrant, manages market risk through the monitoring of the
             Registrant'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.