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, 1999
                                ------------

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

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

                         (Exact name of registrant)

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



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

                    (Address of principal executive office)

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



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


                                      Yes  X
                                      No


                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


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

                                                 September 30,  December 31,
                                                     1999          1998
                                                     ----          ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $13,158,991   $ 5,103,550
    Net option premiums paid (received)                   624      (205,586)
    Unrealized gain on open contracts               1,336,656       199,860
                                                  -----------   -----------

      Deposits with brokers                        14,496,271     5,097,824

  Cash and cash equivalents                             1,411    12,158,374
                                                  -----------   -----------

      Total assets                                $14,497,682   $17,256,198
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $     4,176   $     6,060
  Advisor incentive fees payable                       39,201       354,357
  Advisor management fees payable                      43,396        46,295
  Consultant fee payable                               23,994        28,061
  General Partner fee payable                          23,994        28,061
  Trading Manager fee payable                          11,997        14,031
  Commissions and other trading fees
    on open contracts                                  14,238        13,059
  Redemptions payable                                 197,716        37,796
                                                  -----------   -----------

      Total liabilities                               358,712       527,720
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 323.451 units outstanding at
    September 30, 1999 and December 31, 1998          488,110       495,271
  Limited Partners - 9,045.862 and 10,601.565
    units outstanding at September 30, 1999 and
    December 31, 1998                              13,650,860    16,233,207
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                          14,138,970    16,728,478
                                                  -----------   -----------

                                                  $14,497,682   $17,256,198
                                                  ===========   ===========


                          See accompanying notes.



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

                                                       Nine Months Ended
                                                         September 30,
                                                      1999          1998
                                                      ----          ----
INCOME
  Trading gains (losses)
    Realized                                      $  (443,157)  $ 2,190,709
    Change in unrealized                            1,136,796       452,436
                                                  -----------   -----------

      Gain from trading                               693,639     2,643,145

  Interest income                                     498,719       598,489
                                                  -----------   -----------

      Total income                                  1,192,358     3,241,634
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               363,761       498,750
  Advisor incentive fees                              220,868       625,625
  Advisor management fees                             134,167       127,796
  Consultant fee                                      232,327       240,681
  General Partner fee                                 232,327       240,681
  Trading Manager fee                                 116,163       120,339
  Operating expenses                                  108,603       127,074
                                                  -----------   -----------

      Total expenses                                1,408,216     1,980,946
                                                  -----------   -----------

      NET INCOME (LOSS)                           $  (215,858)  $ 1,260,688
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 10,170 and
  11,849, respectively)                           $    (21.22)  $    106.39
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $    (22.14)  $    117.07
                                                  ===========   ===========


                          See accompanying notes.



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

                                                      Three Months Ended
                                                         September 30,
                                                      1999          1998
                                                      ----          ----
INCOME
  Trading gains (losses)
    Realized                                      $(1,110,496)  $ 1,928,192
    Change in unrealized                              797,084       935,484
                                                  -----------   -----------

      Gain (loss) from trading                       (313,412)    2,863,676

  Interest income                                     160,223       183,303
                                                  -----------   -----------

      Total income (loss)                            (153,189)    3,046,979
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               108,839       138,596
  Advisor incentive fees                               39,201       350,072
  Advisor management fees                              43,396        42,447
  Consultant fee                                       71,921        77,791
  General Partner fee                                  71,921        77,791
  Trading Manager fee                                  35,960        38,894
  Operating expenses                                   31,218        38,308
                                                  -----------   -----------

      Total expenses                                  402,456       763,899
                                                  -----------   -----------

      NET INCOME (LOSS)                           $  (555,645)  $ 2,283,080
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 9,628 and
  11,296, respectively)                           $    (57.71)  $    202.11
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $    (56.06)  $    203.63
                                                  ===========   ===========


                          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, 1999 and 1998
                                (Unaudited)
                                -----------
<CAPTION>
               General            Limited
               Partner            Partners                 Total
          ----------------   ------------------       ------------------
          Units    Amount    Units       Amount       Units       Amount
<S>       <C>      <C>       <C>         <C>          <C>         <C>
Balances
 at
 December 31,
 1998     323.451  $495,271  10,601.565  $16,233,207  10,925.016  $16,728,478
Net (loss)
 for the
 nine months
 ended
 September 30,
 1999                (7,161)                (208,697)                (215,858)
Redemptions     0         0  (1,555.703)  (2,373,650) (1,555.703)  (2,373,650)
          -------  --------  ----------  -----------  ----------  -----------
Balances
 at
 September 30,
 1999     323.451  $488,110   9,045.862  $13,650,860   9,369.313  $14,138,970
          =======  ========  ==========  ===========  ==========  ===========

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
          =======  ========  ==========  ===========  ==========  ===========

Net asset value
 per unit at
  December 31, 1997                      $  1,369.31
                                         ===========
  September 30, 1998                     $  1,486.38
                                         ===========
  December 31, 1998                      $  1,531.21
                                         ===========
  September 30, 1999                     $  1,509.07
                                         ===========


                          See accompanying notes.
</TABLE>


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



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

     A.  General Description of the Partnership

         Alternative Asset Growth Fund, L.P. (the Partnership) is a Delaware
         limited partnership which operates as a commodity investment pool.
         The Partnership's objective is to achieve appreciation of its assets
         through the trading of futures contracts and other financial
         instruments.

     B.  Regulation

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

     C.  Method of Reporting

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

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

     D.  Cash and Cash Equivalents

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



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



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

     E.  Brokerage Commissions

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

     F.  Income Taxes

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

     G.  Foreign Currency Transactions

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

     H.  Interim Financial Statements

         In the opinion of management, the unaudited interim financial
         statements reflect all adjustments, which were of a normal and
         recurring nature, necessary for a fair presentation of financial
         position as of September 30, 1999, and the results of operations for
         the nine and three months ended September 30, 1999 and 1998.

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

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  The Agreement
         of Limited Partnership requires the General Partner to contribute to
         the Partnership an amount equal to at least the greater of (i) 3% of
         aggregate capital contributions of all partners or $100,000,
         whichever is less, or (ii) the lesser of 1% of the aggregate capital
         contributions of all partners or $500,000.  As of September 30, 1999,
         $365,900 has been contributed to the Partnership by the General
         Partner and its principals.

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



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



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

         ProFutures, Inc. has callable subscription agreements with
         Internationale Nederlanden (U.S.) Securities, Futures & Options, Inc.
         (ING), the Partnership's primary broker, whereby ING has subscribed
         to purchase (up to $14,000,017) the number of shares of common stock
         of ProFutures, Inc. necessary to maintain the General Partner's net
         worth requirements.

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

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

         The Partnership has trading advisory contracts with several unrelated
         commodity trading advisors to furnish investment management services
         to the Partnership.  Certain advisors receive management fees ranging
         from 1% to 2% annually of Allocated Net Asset Value (as defined in
         the trading advisory contracts).  In addition, the trading advisors
         receive quarterly incentive fees ranging from 20% to 27.5% of Trading
         Profits (as defined).

Note 4.  DEPOSITS WITH BROKERS
         ---------------------

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

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

         The Partnership employs a Consultant who is paid a monthly fee of 1/6
         of 1% (2% annually) of month-end Net Asset Value for administrative
         services rendered to the Partnership.

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

Note 6.  DISTRIBUTIONS AND REDEMPTIONS
         -----------------------------

         The Partnership is not required to make distributions, but may do so
         at the sole discretion of the General Partner.  A Limited Partner may
         request and receive redemption of units owned, subject to
         restrictions in the Agreement of Limited Partnership.



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



Note 7.  TRADING ACTIVITIES AND RELATED RISKS
         ------------------------------------

         The Partnership engages in the speculative trading of U.S. and
         foreign futures contracts and options on U.S. and foreign futures
         contracts (collectively, "derivatives").  These derivatives include
         both financial and non-financial contracts held as part of a
         diversified trading strategy. The Partnership is exposed to both
         market risk, the risk arising from changes in the market value of the
         contracts, and credit risk, the risk of failure by another party to
         perform according to the terms of a contract.

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

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

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

         The fair value of derivatives represents unrealized gains and losses
         on open futures contracts and long and short options at market value.
         The average fair values of derivatives for the nine months ended
         September 30, 1999 and 1998 are approximately $565,000 and $490,000,
         respectively, and the related fair values as of September 30, 1999 and
         December 31, 1998 are approximately $1,340,000 and $(6,000),
         respectively.

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



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



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

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

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

Derivatives (excluding
 purchased options):
  Futures contracts
   and written options
    thereon:
    - Agriculture       $    750,000  $    600,000  $  4,000,000  $  5,300,000
    - Currency and
        currency
        indices           25,700,000     5,800,000     6,100,000    13,300,000
    - Energy               3,850,000             0       200,000       400,000
    - Equity indices       4,400,000    35,600,000    15,900,000    19,300,000
    - Interest rates      15,500,000    11,400,000    50,400,000    22,200,000
    - Metals              11,600,000     5,100,000       700,000     2,200,000
    - Other                        0             0             0             0

Purchased options on
  futures contracts:
    - Agriculture                  0             0       600,000             0
    - Currency and
        currency
        indices            1,400,000             0             0             0
    - Energy                       0             0       100,000             0
    - Metals                       0     2,800,000             0             0
                        ------------  ------------  ------------  ------------

                        $ 63,200,000  $ 61,300,000  $ 78,000,000  $ 62,700,000
                        ============  ============  ============  ============


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

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



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

         A.  LIQUIDITY:  Substantially all of the Partnership's assets are
             highly liquid, such as cash or cash equivalents, open futures
             and option contracts and other financial instruments.  It is
             possible that extreme market conditions or daily price
             fluctuation limits at certain exchanges could adversely affect
             the liquidity of open futures and option contracts.

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

             As of September 30, 1999, 9,369.313 Units are outstanding,
             including 323.451 General Partner Units, with an aggregate Net
             Asset Value of $14,138,970 ($1,509.07 per Unit).  This represents
             a decrease in Net Asset Value of $2,589,508 compared with
             December 31, 1998.  The decrease primarily relates to redemptions
             of limited partner Units.

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

         C.  RESULTS OF OPERATIONS:

             The Partnership's net income (loss) for the nine months ended
             September 30, 1999 and 1998 consisted of the following:

                                                        1999         1998
                                                        ----         ----

                Three months ended March 31          $  103,496   $  (39,425)
                Three months ended June 30              236,291     (982,967)
                Three months ended September 30        (555,645)   2,283,080
                                                     ----------   ----------

                  Nine months ended September 30     $ (215,858)  $1,260,688
                                                     ==========   ==========

             The Partnership's trading losses for the three months ended
             September 30, 1999 resulted from losses in the agricultural,
             equity indices, foreign currency and interest rate markets and
             were reduced by gains in the energy and metals markets.

             For the nine months ended September 30, 1999, the net trading
             gains resulted primarily from gains in the energy, interest rate
             and metals markets and were reduced by losses in the agricultural
             and foreign currency markets.  They were further reduced by fees
             and operating expenses which resulted in a net loss for the nine
             month period ended September 30, 1999.

             The Partnership's trading gain for the three months ended
             September 30, 1998 resulted primarily from gains in the interest
             rate markets.

             For the nine months ended September 30, 1998, the Partnership
             had net trading gains primarily from income in the interest
             rate markets which were reduced by losses in the agricultural,
             equity indices and metals markets.

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

             Due to the speculative nature of trading commodity interests, the
             Partnership's income or loss from operations may vary widely from
             period to period.  Management cannot predict whether the
             Partnership's future Net Asset Value per Unit will increase or
             experience a decline.  Inflation is not a significant factor in
             the Partnership's operations, except to the extent that inflation
             may affect future prices.

             PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

         D.  POSSIBLE CHANGES:  The General Partner reserves the right to
             terminate certain and/or engage additional commodity trading
             advisors in the future and reserves the right to change any of
             the Registrant's clearing arrangements to accommodate any new
             commodity trading advisors.

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

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

The General Partner administers the business of the Partnership through
various systems and processes maintained by the General Partner.  The
General Partner's modifications for Year 2000 compliance are proceeding
according to plan and were substantially completed by September 1999.
Additional testing is scheduled to take place during the remainder of 1999.
Costs of this testing were included in previously approved budgets of the
General Partner and future Year 2000 expenses are expected to be negligible.
These expenditures are not expected to have a material adverse impact on the
General Partner's financial position, results of operations or cash flows in
future periods.  The General Partner has and will continue to devote the
necessary resources to address any remaining Year 2000 issues in a timely
manner.  The Partnership itself has no systems or information technology
applications relevant to its operations and, thus, has no expenses
related to addressing the Year 2000 Problem.

In addition to the General Partner, the Partnership is dependent on the
capability of the Advisors, the various commodity exchanges, the brokers,
and other third parties with whom the Partnership has material
relationships to prepare adequately for the Year 2000 Problem and its
impact on their systems and processes.  The General Partner will monitor the
Partnership's direct service providers, and may, where deemed appropriate, seek
assurances from such service providers that they are taking all necessary
steps to ensure that their computer systems will accurately reflect the Year
2000.  No assurance can be given that the service providers have anticipated
every step necessary to avoid any adverse effect attributable to the Year 2000
Problem, and there can be no assurance that the General Partner has
anticipated every step necessary to avoid any adverse effect on the Partnership
attributable to the Year 2000 issue.  The failure of the Partnership's futures
exchanges, clearing organizations, venders or regulators to resolve their own
processing issues in a timely manner could result in a material financial risk.
The Advisors have taken action to identify any of their computer systems that
are Year 2000 vulnerable and have not reported any problems to the General
Partner.  Advisors are expected to notify the General Partner in a timely
manner if they discover a Year 2000 vulnerable system and are unable to correct
it by January 1, 2000.  Certain exchanges have successfully completed four
industry-wide tests in conjunction with the Futures Industry Association.
These tests revealed no problems related to the Year 2000 Problem for those
exchanges.  The brokers are addressing their Year 2000 issues and have
participated in Year 2000 testing with various exchanges.  The brokers
participated in the Futures Industry Association Y2K industry-wide test for
Year 2000 compliance during the first and second quarters of 1999.  The General
Partner is monitoring the progress of the brokers and the exchanges in
addressing their Year 2000 issues.

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


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

Item 3.  Defaults Upon Senior Securities.

         Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

Item 5.  Other Information.

         None.

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

         There were no reports filed on Form 8-K.

         Exhibits filed herewith:

         None.



SIGNATURE



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

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



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