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, 1996
                          ------------

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

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

                  (Exact name of registrant)

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



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

          (Address of principal executive office)

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



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


                                 Yes  X
                                 No



                      PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements.


                   ALTERNATIVE ASSET GROWTH FUND, L.P.
                    STATEMENTS OF FINANCIAL CONDITION
    September 30, 1996 (Unaudited) and December 31, 1995 (Audited)
                              -----------

                                                      1996          1995
                                                      ----          ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $ 7,045,905   $ 6,212,851
    Net option premiums (received)                   (183,734)     (114,576)
    Unrealized gain on open contracts               1,557,167     1,263,292
                                                  -----------   -----------

      Deposits with brokers                         8,419,338     7,361,567

  Cash and cash equivalents                        11,812,403    15,220,226
                                                  -----------   -----------

      Total assets                                $20,231,741   $22,581,793
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $     6,188   $    13,010
  Advisor incentive fees payable                      194,974       190,408
  Advisor management fees payable                      61,585        53,752
  Consultant fee payable                               33,227        37,157
  General Partner fee payable                          33,227        37,157
  Trading Manager fee payable                          16,614        18,578
  Commissions and other trading fees
    on open contracts                                  32,538        30,677
  Redemptions payable                                 389,817       173,994
                                                  -----------   -----------

      Total liabilities                               768,170       554,733
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 323.451 units outstanding at
    September 30, 1996 and December 31, 1995          403,732       386,084
  Limited Partners - 15,269.885 and 18,130.272
    units outstanding at September 30, 1996 and
    December 31, 1995                              19,059,839    21,640,976
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                          19,463,571    22,027,060
                                                  -----------   -----------

                                                  $20,231,741   $22,581,793
                                                  ===========   ===========



                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
          For the Nine Months Ended September 30, 1996 and 1995
                               (Unaudited)
                               -----------

                                                      Nine Months Ended
                                                         September 30,
                                                      1996          1995
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $ 1,645,706   $  (384,454)
    Change in unrealized                              293,875      (382,667)
                                                  -----------   -----------

          Gain (loss) from trading                  1,939,581      (767,121)

  Interest income                                     764,231     1,004,303
                                                  -----------   -----------

          Total income                              2,703,812       237,182
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               469,093     1,236,609
  Advisor incentive fees                              348,588       530,214
  Advisor management fees                             181,291       259,247
  Consultant fee                                      306,713       358,370
  General Partner fee                                 306,713       358,370
  Trading Manager fee                                 153,357       179,184
  Operating expenses                                  160,050       202,540
                                                  -----------   -----------

          Total expenses                            1,925,805     3,124,534
                                                  -----------   -----------

          NET INCOME (LOSS)                       $   778,007   $(2,887,352)
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number
  of units outstanding during the period)         $     44.70   $   (142.93)
                                                  ===========   ===========
INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED PARTNER UNIT      $     54.56   $   (145.22)
                                                  ===========   ===========



                      See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
         For the Three Months Ended September 30, 1996 and 1995
                               (Unaudited)
                               -----------

                                                      Three Months Ended
                                                         September 30,
                                                      1996          1995
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $   753,466   $(2,554,784)
    Change in unrealized                              872,537       654,809
                                                  -----------   -----------

          Gain (loss) from trading                  1,626,003    (1,899,975)

  Interest income                                     240,929       319,414
                                                  -----------   -----------

          Total income (loss)                       1,866,932    (1,580,561)
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               145,541       220,357
  Advisor incentive fees                              194,974       124,920
  Advisor management fees                              61,585        63,202
  Consultant fee                                       97,271       109,688
  General Partner fee                                  97,271       109,688
  Trading Manager fee                                  48,636        54,843
  Operating expenses                                   45,147        64,020
                                                  -----------   -----------

          Total expenses                              690,425       746,718
                                                  -----------   -----------

          NET INCOME (LOSS)                       $ 1,176,507   $(2,327,279)
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number
  of units outstanding during the period)         $     71.88   $   (119.66)
                                                  ===========   ===========
INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED PARTNER UNIT      $     75.08   $   (119.28)
                                                  ===========   ===========



                      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, 1996 and 1995
                               (Unaudited)
                               -----------
<CAPTION>
                 General            Limited
                 Partner            Partners                 Total
            ----------------   ------------------       ------------------
            Units    Amount    Units       Amount       Units       Amount
<S>         <C>      <C>       <C>         <C>          <C>         <C>
Balances
 at
 December 31,
 1995       323.451  $386,084  18,130.272  $21,640,976  18,453.723  $22,027,060
Net income
 for the
 nine months
 ended
 September 30,
 1996                  17,648                  760,359                  778,007
Redemptions       0         0  (2,860.387)  (3,341,496) (2,860.387)  (3,341,496)
            -------  --------  ----------  -----------  ----------  -----------
Balances
 at
 September 30,
 1996       323.451  $403,732  15,269.885  $19,059,839  15,593.336  $19,463,571
            =======  ========  ==========  ===========  ==========  ===========

Balances
 at
 December 31,
 1994       323.451  $400,028  20,897.226  $25,844,617  21,220.677  $26,244,645
Net (loss)
 for the
 nine months
 ended
 September 30,
 1995                 (46,972)              (2,840,380)              (2,887,352)
Redemptions       0         0  (2,228.545)  (2,626,848) (2,228.545)  (2,626,848)
            -------  --------  ----------  -----------  ----------  -----------
Balances
 at
 September 30,
 1995       323.451  $353,056  18,668.681  $20,377,389  18,992.132  $20,730,445
            =======  ========  ==========  ===========  ==========  ===========

Net asset value
 per unit at
  December 31, 1995                        $  1,193.64
                                           ===========
  September 30, 1996                       $  1,248.20
                                           ===========
  December 31, 1994                        $  1,236.75
                                           ===========
  September 30, 1995                       $  1,091.53
                                           ===========



                        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.

     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.  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, 1996, $365,900 has been contributed
         to the Partnership by the General Partner and its principals.

         The Agreement of Limited Partnership also requires that the General
         Partner, at all times after the Partnership commences trading and so
         long as it remains General Partner of the Partnership, maintain a net
         worth not less than the sum of (i) the lesser of $250,000 or 15% of
         the aggregate capital contributions of any limited partnerships for
         which it acts as a General Partner if such contributions are equal
         to or less than $2,500,000; and (ii) 10% of the aggregate capital
         contributions of any limited partnerships for which it shall act
         as a General Partner if such contributions exceed $2,500,000.

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



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



Note 2.  GENERAL PARTNER (CONTINUED)

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

Note 3.  COMMODITY TRADING ADVISORS

         The Partnership has trading advisory contracts with several unrelated
         commodity trading advisors to furnish investment management services
         to the Partnership.  Certain advisors receive management fees ranging
         from .2% to 2.8% annually of allocated Net Asset Value.  In addition,
         the trading advisors receive quarterly incentive fees ranging from 20%
         to 29% 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 cash 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 deposits cash with various 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.

         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, 1996 and 1995 was approximately $665,000 and $620,000,
         respectively, and the fair value as of September 30, 1996 and
         December 31, 1995 was approximately $1,373,000 and $1,149,000,
         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, 1996 and 1995 are reflected in the statements
         of operations and equals gain (loss) from trading less brokerage
         commissions.  Such trading results reflect the net gain (loss)
         arising from the Partnership's speculative trading of futures
         contracts and options on futures contracts.

         Open contracts generally mature within one year, however, the
         Partnership intends to close all contracts prior to maturity.  At
         September 30, 1996 and December 31, 1995, the notional amount of
         open contracts is as follows:

                               September 30,                December 31,
                                   1996                        1995
                        --------------------------  --------------------------
                        Contracts to  Contracts to  Contracts to  Contracts to
                          Purchase        Sell        Purchase        Sell
                        ------------  ------------  ------------  ------------

Futures contracts
 and written options
 thereon:
  - Agriculture         $ 13,700,000  $ 11,400,000  $ 11,900,000  $  3,600,000
  - Currency and
      currency
      indices              5,700,000    19,100,000     2,100,000    10,300,000
  - Energy                 2,200,000       300,000     2,200,000       300,000
  - Equity indices        19,500,000     8,700,000     6,200,000    23,300,000
  - Interest rates       147,100,000     9,600,000   170,400,000    19,300,000
  - Metals                 3,600,000    11,900,000    10,300,000    13,800,000
  - Other                    800,000       600,000       200,000       900,000

Purchased options on
 futures contracts:
  - Agriculture            1,500,000             0     1,000,000             0
  - Interest rates         1,000,000     1,800,000             0     2,400,000
  - Metals                   100,000     3,200,000     2,300,000             0
                        ------------  ------------  ------------  ------------

                        $195,200,000  $ 66,600,000  $206,600,000  $ 73,900,000
                        ============  ============  ============  ============


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



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



Note 7.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

         The General Partner has established procedures to actively monitor
         and minimize market and credit risk.  The Limited Partners bear the
         risk of loss only to the extent of the market value of their
         respective investments and, in certain specific circumstances,
         distributions and redemptions received.


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

         A.  LIQUIDITY:  The Registrant is very liquid in that it holds its
             assets in cash or near cash investments.

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

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

             During 1990 the Registrant earned $911,948.  The Registrant lost
             $1,846,137 in 1992 as compared to earnings of $1,046,330 for 1991.
             For 1993 the Registrant had net income of $2,433,194 as compared
             to net income of $98,340 for 1994.  The Registrant had a net loss
             of $985,673 in 1995.  For the three months ended September 30,
             1996 the registrant had net income of $1,176,507 as compared to a
             net loss of $2,327,279 for the three months ended September 30,
             1995.  For the nine months ended September 30, 1996 the Registrant
             had net income of $778,007 as compared to a net loss of $2,887,352
             for the nine months ended September 30, 1995.

             The Fund's income for the quarter ended September 30, 1996 resulted
             from large gains in the foreign interest rate and bond markets in
             September and gains in the foreign interest rate, grain and energy
             markets in August.  These gains were slightly offset by losses in
             July in the grain, foreign currency and interest rate markets.

             The Fund's income for the quarter ended June 30, 1996 resulted
             from large gains in the interest rate, energy and grain markets
             in April, which were largely offset by losses in grains, foreign
             currencies and interest rates in May, followed by gains in the
             bond, energy and foreign currency markets in June.

             The Fund's losses for the quarter ended March 31, 1996 resulted
             from significant February losses in the bond and interest rate
             markets, as well as February losses in the energy, metal and
             grain markets.  The February losses were slightly offset by
             gains in the months of January and March in the interest rate,
             currency and precious metals markets.

             There were no unusual or infrequent events which materially
             affected the Registrant's operations.  The Net Asset Value per
             Unit as of September 30, 1996 was $1,248.20 and the total Net
             Asset Value of the Fund amounted to $19,463,571.  Due to the
             speculative nature of trading commodity interests, the
             Registrant's earnings and Net Asset Value may fluctuate widely
             from month to month and year to year.

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

         None.

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.