SECURITIES AND EXCHANGE COMMISSION 
                        Washington, D.C.  20549 
 
                                 FORM 10-K 
 
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 
 
              For the fiscal year ended December 31, 1997 
                            ----------------- 
 
                    Commission File number 0-16898 
                                 ------- 
 
 
                ATA Research/ProFutures Diversified Fund, L.P. 
                ---------------------------------------------- 
              (Exact name of registrant as specified in charter) 
 
     Delaware                                      75-2197831 
-----------------------               ------------------------------------ 
(State of organization)              (I.R.S. Employer Identification No.) 
 
 
 
ATA Research, Inc.                              ProFutures, Inc. 
8144 Walnut Hill Lane                           1310 Highway 620 
Suite 300                                       Suite 200 
Dallas, Texas  75231                            Austin, Texas  78734 
--------------------------                      -------------------- 
               (Address of principal executive offices) 
 
                     Registrant's telephone numbers 
 
(214) 346-4900                                       (800) 348-3601 
--------------                                       -------------- 
 
Securities registered pursuant to Section 12(b) of the Act 
 
   Title of each class.      Name of each exchange on which registered. 
   --------------------      ------------------------------------------ 
 
      Securities registered pursuant to Section 12(g) of the Act 
 
                 Units of Limited Partnership Interest 
                 ------------------------------------- 
                            (Title of Class) 
 
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 
 
State the aggregate market value of the voting stock held by non-affiliates 
of the registrant.  The aggregate market value shall be computed by reference 
to the price at which the stock was sold, or the average bid and asked prices 
of such stock, as of a specified date within 60 days prior to the date of 
filing.  (See definition of affiliate in Rule 405, 17 CFR 230.405.) 
 
                              Not Applicable 
 
 
 
                    DOCUMENTS INCORPORATED BY REFERENCE 
       Portions of the Registrant's Prospectus dated August 30, 1993, 
          Pre effective Amendment No. 1 dated August 16, 1993 to 
                Registration Statement dated July 2, 1993 
                  and Supplement dated December 3, 1993, 
                   Post-Effective Amendment No. 2 dated 
             June 30, 1994, Prospectus dated July 31, 1994 and 
                    Supplement dated January 31, 1995 
            Post-Effective Amendment No. 3 dated June 23, 1995 
                     are incorporated by reference in 
          Part I, Part II, Part III and Part IV of this Form 10-K 
 
 
                                  PART I 
 
 
Item 1.  Business. 
 
General 
------- 
 
  ATA Research/ProFutures Diversified Fund, L.P. (the "Registrant") is a 
  limited partnership organized on March 10, 1987, under the laws of the 
  State of Delaware.  The business of the Registrant is the speculative 
  trading of futures contracts on U.S. and non-U.S. exchanges and option 
  contracts, forward contracts on foreign currencies and other commodity 
  interests.  The Registrant commenced its business operation in August, 
  1987. 
 
  The Registrant maintains offices at those of its respective co-General 
  Partners.  Specifically, the office of ProFutures, Inc. and an office of 
  the Registrant is located at 1310 Highway 620, Suite 200, Austin, Texas 
  78734; the telephone number is (800) 348-3601.  The office of ATA Research, 
  Inc. and the other office of the Registrant is located at 8144 Walnut Hill 
  Lane, Suite 300, Dallas, Texas 75231; the telephone number is 
  (214) 346-4900. 
 
Trading Activity 
---------------- 
 
  ATA Research, Inc. and ProFutures, Inc. are the General Partners of the 
  Registrant.  The General Partners administer the business and affairs of 
  the Registrant (exclusive of its trading operations). Trading decisions are 
  made by independent Commodity Trading Advisors chosen by the General 
  Partners.  At December 31, 1997 there are nine Commodity Trading 
  Advisors:  Fundamental Futures, Inc.; Wizard Trading, Inc.; Willowbridge 
  Associates, Inc.; Atlas Capital Management, Inc.; Rabar Market Research, 
  Inc.; Dominion Capital Management, Inc.; Hyman Beck & Co., Inc.; 
  Hampton Investors Inc.; Rainbow Trading Corporation; (collectively, 
  the "Advisors").  All advisory fees are paid by the Registrant.  Advisors 
  may be changed from time to time by the General Partners. 
 
  ATA Research, Inc. is a Texas corporation whose sole Director and 
  stockholder is Aladin T. Abughazaleh.  Organized in 1985 to perform research 
  and consulting services associated with monitoring performance of commodity 
  trading advisors, ATA Research, Inc. now monitors, for its own use and that 
  of its clients, performance data for more than 100 trading advisors.  ATA 
  Research, Inc. also acts as General Partner of the Registrant and one other 
  commodity pool and as Trading Manager of other commodity pools.  ATA 
  Research, Inc. is registered with the Commodity Futures Trading Commission 
  (CFTC) as a Commodity Pool Operator and Commodity Trading Advisor; it is 
  also a member of the National Futures Association (NFA). 
 
  ProFutures, Inc., a Texas corporation, is a guaranteed Introducing Broker of 
  Internationale Nederlanden (U.S.) Securities, Futures & Options Inc. (ING). 
  It is also registered with the CFTC as a Commodity Trading Advisor and 
  Commodity Pool Operator and is a member of the NFA.  Gary D. Halbert is the 
  Chairman and President and principal stockholder of ProFutures, Inc., which 
  was incorporated and began operation in December, 1984, and specializes in 
  speculative managed futures accounts. 
 
  The objective of the Registrant is to achieve appreciation of its assets 
  through speculative trading in futures and option contracts, forward 
  contracts on foreign currencies and other commodity interests. It ordinarily 
  maintains open positions for a relatively short period of time.  The 
  Registrant's ability to make a profit depends largely on the success of the 
  Advisors in identifying market trends and price movements and buying or 
  selling accordingly. 
 
  The Registrant's Trading Policies are set forth on Page 133 of Registrant's 
  Prospectus dated August 30, 1993, which is incorporated herein by reference. 
 
  Material changes in the Trading Policies described in the Prospectus must be 
  approved by a vote of a majority of the outstanding Units of Limited 
  Partnership Interest.  A change in contracts traded, however, will not be 
  deemed to be a material change in the Trading Policies. 
 
Trading Methods and Advisors 
---------------------------- 
 
  Futures traders basically rely on either or both of two types of analysis 
  for their trading decisions, "technical" or "fundamental".  Technical 
  analysis uses the theory that a study of the markets will provide a means 
  of anticipating price changes.  Technical analysis generally will include a 
  study of actual daily, weekly and monthly price fluctuations, volume 
  variations and changes in open interest, utilizing charts and/or computers 
  for analysis of these items.  Fundamental analysis, on the other hand, 
  relies on a study and evaluation of external factors which affect the price 
  of a futures contract in order to predict prices.  These include political 
  and economic events, weather, supply and demand and changes in interest 
  rates. 
 
  The respective Advisors' trading strategies attempt to detect trends in 
  price movements for the commodities monitored by them.  They normally seek 
  to establish positions and maintain such positions while the particular 
  market moves in favor of the position and to exit the particular market 
  and/or establish reverse positions when the favorable trend either reverses 
  or does not materialize.  These trading strategies are not normally 
  successful if a particular market is moving in an erratic and non-trending 
  manner. 
 
  Because of the nature of the commodities markets, prices frequently appear 
  to be trending when a particular market is, in fact, without a trend.  In 
  addition, the trading strategies may identify a particular market as 
  trending favorably to a position even though actual market performance 
  thereafter is the reverse of the trend identified. 
 
  None of the Advisors or their respective principals own any Units of the 
  Fund.  The Fund's Advisors are independent Commodity Trading Advisors and 
  are not affiliated with the General Partners; however, all are also 
  Advisors to other commodity pools with which the General Partners are 
  currently associated.  Each Advisor is registered with the CFTC and is a 
  member in such capacity with the NFA.  Because of their confidential nature, 
  proprietary trading records of the Advisors and their respective principals 
  are not available for inspection by the Limited Partners of the Fund. 
 
The current Advisors are the following: 
 
  Fundamental Futures, Inc. ("FFI") 
 
  FFI is an Oregon corporation organized in April 1984 whose principal office 
  is located at 9669 Jourdan Way, Dallas, Texas 75230.  FFI has established a 
  branch office located at 8950 Northwest 62nd Street, Johnston, Iowa 50131. 
  The books and records for FFI are kept at the principal office in Dallas. 
  Steve DeCook has been the President and a principal shareholder of FFI 
  since its inception.  Malinda Goldsmith has been the Vice President/ 
  Secretary and a principal shareholder of FFI since its inception. 
 
  Rabar Market Research, Inc. ("RMR") 
 
  RMR's offices are located at 10 Bank Street, Suite 830, White Plains, New 
  York 10606-1933.  Paul Rabar is the President. 
 
  Wizard Trading, Inc. ("WTI") 
 
  WTI is an Indiana corporation, the mailing address for which is 201 North 
  Illinois, Suite 2100, Indianapolis, Indiana 46204.  Jack Schwager and 
  Louis Lukac are equal shareholders of WTI. 
 
  Willowbridge Associates Inc. ("WAI") 
 
  WAI is a Delaware corporation organized on January 29, 1988.  WAI's main 
  business address is 315 Enterprise Drive, Suite 102, Plainsboro, New Jersey 
  08536.  Philip L. Yang is the sole shareholder, Director and President; 
  Michael Y. Gan the Executive Vice President and Theresa C. Morris the Vice 
  President. 
 
  Atlas Capital Management, Inc. ("ACM") 
 
  ACM is a New Jersey corporation.  Its offices are located at 17 Canoe Brook 
  Drive, Princeton, New Jersey 08550.  Michael Tepper is the President. 
 
  Dominion Capital Management, Inc. ("DCM") 
 
  DCM is an Illinois corporation organized in May 1994.  Its offices are 
  located at 555 West Jackson Boulevard, Chicago, Illinois 60661.  Scott 
  Foster is President and Tracey Wills-Zapata is Executive-Vice President. 
 
  Hyman Beck & Co., Inc. ("HBC") 
 
  HBC is an international investment management corporation.  Its offices 
  are located at 6 Campus Drive, Parsippany, New Jersey 07054.  Alexander 
  Hyman is President and Carl Beck is Vice President. 
 
  Hampton Investors Inc. ("HII") 
 
  HII's offices are located at 2519 Avenue U., Brooklyn, New York 11229 and 
  Charles Mizrahi is its President. 
 
  Rainbow Trading Corporation ("RTC") 
 
  RTC is a Texas corporation organized in November 1990; Stanford C. 
  Finney, Jr. is its President.  Its main business office is located at 
  8201 Preston Road, Suite 520, Dallas, Texas 75225. 
 
Fees, Compensation and Expenses 
------------------------------- 
 
  The General Partners receive monthly management fees paid by the 
  Registrant.  ATA Research, Inc. receives 1/12 of 1% of month-end Net Asset 
  Value (approximately 1% annually).  ProFutures, Inc. receives 1/4 of 1% of 
  month-end Net Asset Value (approximately 3% annually). 
 
  Six of the nine Trading Advisors receive monthly management fees ranging 
  from .0833 to .1667 of 1% (approximately 1 to 2% annually) of month-end 
  Allocated Net Asset Value (paid quarterly). Each of the nine Advisors 
  receives a quarterly incentive fee ranging from 20% to 27.5% of Trading 
  Profits (as defined).  The quarterly incentive fees are payable only on 
  cumulative profits achieved by each Advisor.  For example, if one of the 
  Advisors to the Registrant experiences a loss after an incentive fee 
  payment is made, that Advisor retains such payments but receives no further 
  incentive fees until such Advisor has recovered the loss and then generated 
  subsequent Trading Profits since the last incentive fee was paid such 
  Advisor.  An incentive fee may be paid to one Advisor but the Registrant 
  may experience no change or a decline in its Net Asset Value because of the 
  performance of another Advisor.  The General Partners may allocate or 
  reallocate the Registrant's assets at any time among the current Advisors 
  or any others that may be selected.  Upon termination of an Advisor's 
  contract, the Registrant may employ other advisory services whose 
  compensation may be calculated without regard to the losses which may be 
  incurred by the present Advisors.  Similarly, the Registrant may renew its 
  relationship with each Advisor on the same or different terms. 
 
  Notional Funding Note:  As of December 31, 1997, the Fund has allocated 
  notional funds to Advisors equal to approximately 14.9% of the Fund's cash 
  and/or other margin - qualified assets.  Of course, this percentage may be 
  higher or lower over any given 12 month period.  The management fees paid 
  to an Advisor, if any, are a percentage of the nominal account size of the 
  account if an account had been notionally funded.  The nominal account size 
  is equal to a specific amount of funds initially allocated to an Advisor 
  which increases by profits and decreases by losses in the account, but not 
  by additions to or withdrawals of actual funds from the account.  Some, but 
  not all, Advisors are expected to be allocated notional funds, and not all 
  of the Advisors allocated notional funds are expected to be paid management 
  fees.  Further, the amount of cash and/or other margin-qualified assets in 
  an account managed by an Advisor will vary greatly at various times in the 
  course of the Fund's business, depending on the General Partners  general 
  allocation strategy and pertinent margin requirements for the trading 
  strategies undertaken by an Advisor. 
 
  The Registrant is obligated to pay its periodic operating expenses, 
  consisting substantially of preparation of the limited partners' tax return 
  information, filing and recording charges, legal, printing, accounting and 
  auditing fees plus non-recurring expenses. Those periodic recurring 
  expenses are estimated at approximately .5% of the Registrant's average 
  annual Net Asset Value.  Non-recurring expenses, not included within these 
  estimates, include expenses associated with significant litigation 
  including, but not limited to, class action suits, suits involving the 
  indemnification provisions of the Agreement of the Limited Partnership or 
  any other agreement to which the Registrant is a party; by their nature, 
  the dollar amount of non-recurring expenses cannot be estimated. 
 
  Additional descriptions and definitions are set forth in "Fees, 
  Compensation and Expenses" on Pages 38-42 of Registrant's Prospectus dated 
  August 30, 1993, which is incorporated herein by reference. 
 
Brokerage Arrangements 
---------------------- 
 
  Registrant's brokerage arrangements with ING (formerly Quantum Financial 
  Services, Inc.) are set forth in "Brokerage Arrangements" on Page 134 of 
  Registrant's Prospectus dated August 30, 1993, which is incorporated 
  herein by reference. 
 
Regulation 
---------- 
 
  The U.S. futures markets are regulated under the Commodity Exchange Act 
  (CEA), which is administered by the Commodity Futures Trading Commission 
  (CFTC), a federal agency created in 1974.  The CFTC licenses and regulates 
  commodity exchanges, commodity brokerage firms (referred to in the industry 
  as "Futures Commission Merchants"), Commodity Pool Operators, Commodity 
  Trading Advisors and others. The General Partners are registered by the 
  CFTC as Commodity Pool Operators and each Advisor is registered as a 
  Commodity Trading Advisor. 
 
  Futures professionals such as the General Partners and the Advisors are 
  also regulated by the National Futures Association (NFA), a self-regulatory 
  organization for the futures industry that supervises the dealings between 
  futures professionals and their customers.  If the pertinent CFTC 
  registrations or NFA memberships were to lapse, be suspended or be revoked, 
  the General Partners would be unable to act as the Registrant's Commodity 
  Pool Operators, and the respective Advisors as Commodity Trading Advisors, 
  to the Registrant. 
 
  The CFTC has adopted disclosure, reporting and recordkeeping requirements 
  for Commodity Pool Operators (such as the General Partners) and disclosure 
  and recordkeeping requirements for Commodity Trading Advisors.  The 
  reporting rules require pool operators to furnish to the participants in 
  their pools a monthly statement of account, showing the pool's income or 
  loss and change in Net Asset Value and an annual financial report, audited 
  by an independent certified public accountant. 
 
  The CFTC and the exchanges have pervasive powers over the futures markets, 
  including the emergency power to suspend trading and order trading for 
  liquidation only (i.e., traders may liquidate existing positions but not 
  establish new positions).  The exercise of such powers could adversely 
  affect the Fund's trading. 
 
Competition 
----------- 
 
  The Registrant may experience increased competition for the same futures or 
  option contracts.  The Advisors may recommend similar or identical trades 
  to other accounts which they may manage; thus, the Registrant may be in 
  competition with such accounts for the same or similar positions.  Such 
  competition may also increase due to the widespread utilization of 
  computerized trend-based trading methods similar to the methods used by 
  some of the Advisors.  This Fund may also compete with other funds 
  organized by the General Partners. 
 
Year 2000 
--------- 
 
  The General Partners are in the process of evaluating the effect of 
  Year 2000 issues on the Partnership.  The internal software of both 
  General Partners is Year 2000 compliant.  The General Partners 
  anticipate no internal operational problems with respect to the 
  Partnership related to the Year 2000.  Both General Partners continue 
  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 Partners. 
 
Item 2.  Properties. 
 
  The Registrant does not own or lease any real property.  The General 
  Partners currently provide all necessary office space at no additional 
  charge to the Registrant. 
 
Item 3.  Legal Proceedings. 
 
  The Registrant is not aware of any material pending legal proceedings to 
  which it is a party or to which any of its assets are subject. 
 
Item 4.  Submission of Matters to a Vote of Security Holders. 
 
  During the fiscal year ended December 31, 1997, no matters were submitted 
  to a vote of the holders of Units of Limited Partnership Interest ("Units") 
  through the solicitation of proxies or otherwise. 
 
 
                                 PART II 
 
 
Item 5.  Market for the Registrant's Securities and Related Security Holder 
         Matters. 
 
  The Partnership has filed a registration statement with the Securities and 
  Exchange Commission for the sale of up to $38,547,364 in Units of Limited 
  Partnership Interest.  Such registration statement became effective as of 
  July 31, 1994.  This offering was extended on January 31, 1995 and 
  continued through April 30, 1995.  On June 23, 1995, Post-Effective 
  Amendment No. 3 was filed to deregister $20,721,920 of Units of Limited 
  Partnership Interest.  As of December 31, 1997, a total of 38,501 Units 
  are outstanding and held by 2,629 Unit holders, including 574 Units of 
  General Partnership interest. During the calendar year 1997 a total of 
  4,194 Units were redeemed. 
  
  The General Partners have sole discretion in determining what 
  distributions, if any, the Registrant will make to its Unit holders.  The 
  General Partners made no distributions as of December 31, 1997, or as of 
  the date hereof.  A Limited Partner may request and receive redemption of 
  Units subject to restrictions in the limited partnership agreement. 
 
Item 6.  Selected Financial Data. 
 
  Following is a summary of certain financial information for the Registrant 
  for the calendar years 1997, 1996, 1995, 1994, 1993, 1992, 1991, 1990 and 
  1989. 
 
                                                      1997 
                                                      ---- 
 
Realized Gains                                   $ 12,910,062 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                    2,218,892 
Interest Income                                     4,917,717 
Management Fees                                     4,544,748 
Incentive Fees                                      3,224,784 
Net Income (loss)                                   8,533,713 
General Partner Capital                             1,328,151 
Limited Partner Capital                            87,741,893 
Partnership Capital                                89,070,044 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     2,313.44 
Net Income (loss) per Unit*                            208.27 
 
 
                                                      1996 
                                                      ---- 
 
Realized Gains                                   $ 19,859,370 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                   (4,280,980) 
Interest Income                                     4,780,472 
Management Fees                                     4,483,854 
Incentive Fees                                      3,508,326 
Net Income (loss)                                   9,128,038 
General Partner Capital                             1,208,324 
Limited Partner Capital                            88,652,837 
Partnership Capital                                89,861,161 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     2,104.72 
Net Income (loss) per Unit*                            197.64 
 
 
                                                      1995 
                                                      ---- 
 
Realized Gains                                   $  4,375,196 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                    1,566,823 
Interest Income                                     5,379,779 
Management Fees                                     5,047,834 
Incentive Fees                                      3,372,496 
Net Income (loss)                                      (6,415) 
General Partner Capital                             1,087,286 
Limited Partner Capital                            92,084,180 
Partnership Capital                                93,171,466 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     1,893.89 
Net Income (loss) per Unit*                              (.12) 
 
 
                                                      1994 
                                                      ---- 
 
Realized Gains                                   $  9,310,267 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                   (1,807,923) 
Interest Income                                     3,955,212 
Management Fees                                     5,046,028 
Incentive Fees                                      3,895,306 
Net Income (loss)                                    (651,490) 
General Partner Capital                             1,079,392 
Limited Partner Capital                            94,082,138 
Partnership Capital                                95,161,530 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     1,880.14 
Net Income (loss) per Unit*                            (12.47) 
 
 
                                                      1993 
                                                      ---- 
 
Realized Gains                                   $  2,939,834 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                    4,964,156 
Interest Income                                     2,520,939 
Management Fees                                     4,058,814 
Incentive Fees                                      2,217,831 
Net Income (loss)                                   2,169,428 
General Partner Capital                             1,078,359 
Limited Partner Capital                            99,341,520 
Partnership Capital                               100,419,879 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     1,889.57 
Net Income (loss) per Unit*                             50.65 
 
 
                                                      1992 
                                                      ---- 
 
Realized Gains                                   $  4,100,947 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                      (99,004) 
Interest Income                                     1,419,378 
Management Fees                                     1,977,799 
Incentive Fees                                        903,721 
Net Income (loss)                                   1,646,961 
General Partner Capital                               533,765 
Limited Partner Capital                            51,136,749 
Partnership Capital                                51,670,514 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     1,773.56 
Net Income (loss) per Unit*                             69.73 
 
 
                                                      1991 
                                                      ---- 
 
Realized Gains                                   $  1,462,579 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                    1,394,986 
Interest Income                                     1,206,044 
Management Fees                                       999,451 
Incentive Fees                                        814,700 
Net Income (loss)                                   1,712,247 
General Partner Capital                               286,900 
Limited Partner Capital                            26,838,522 
Partnership Capital                                27,125,422 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     1,724.81 
Net Income (loss) per Unit*                            133.51 
 
 
                                                      1990 
                                                      ---- 
 
Realized Gains                                   $  7,272,563 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                     (445,009) 
Interest Income                                     1,425,216 
Management Fees                                       848,671 
Incentive Fees                                      1,201,766 
Net Income (loss)                                   5,666,199 
General Partner Capital                               204,177 
Limited Partner Capital                            19,793,856 
Partnership Capital                                19,998,033 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     1,602.24 
Net Income (loss) per Unit*                            447.35 
 
 
                                                      1989 
                                                      ---- 
 
Realized Gains                                   $  1,451,912 
Change in Unrealized 
  Gains (Losses) on 
  Open Contracts                                      769,486 
Interest Income                                     1,433,457 
Management Fees                                       746,144 
Incentive Fees                                        585,953 
Net Income (loss)                                   1,772,687 
General Partner Capital                               183,476 
Limited Partner Capital                            15,050,429 
Partnership Capital                                15,233,905 
Net Asset Value per General 
  and Limited Partner Unit 
  at End of Year                                     1,155.51 
Net Income (loss) per Unit*                            122.35 
 
--------------- 
* based on weighted average units outstanding during the year. 
 
 
Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations. 
 
  The Fund commenced trading on August 3, 1987.  The success of the Fund is 
  dependent on the ability of the Advisors to generate profits through 
  speculative trading sufficient to produce substantial capital appreciation 
  after payment of all fees and expenses.  Future results will depend in 
  large part upon the futures markets in general, the performance of the 
  Advisors for the Fund and the amount of redemptions and changes in 
  interest rates.  Due to the highly leveraged nature of futures trading, 
  small price movements may result in substantial losses.  Because of the 
  nature of these factors and their interaction, it is impossible to predict 
  future operating results. 
 
  (a)  Liquidity.  From the inception of the Fund on March 7, 1987 to 
       December 31, 1997 substantially all of the Fund's assets have been 
       held in cash or near cash investments, except for the portion used to 
       margin its futures positions and to pay Fund expenses or redemptions 
       requested by Limited Partners.  At December 31, 1997 cash and short- 
       term investments in fixed income securities comprised 69% of 
       the Fund's assets and the remaining 31% was on deposit as margin with 
       the Clearing Broker.  The Fund earns interest on the amounts on 
       deposit with the Clearing Broker. 
 
  The Fund's operating expenses are accrued and paid on a monthly basis. 
  Accounts payable and accrued expenses at December 31, 1997 including 
  redemptions, represented only 3% of the Fund's assets.  The Fund has no 
  fixed assets or long-term debt and expects to have none in the future. 
 
  Most United States exchanges (but generally not foreign exchanges, or banks 
  or broker-dealer firms in the case of foreign currency forward contracts) 
  limit by regulation the amount of fluctuation limits. The daily limits 
  establish the maximum amount the price of a futures contract may vary 
  either up or down from the previous day's settlement price at the end of 
  the trading session.  Once the "daily limit" has been reached in a 
  particular commodity, no trades may be made at a price beyond the limit. 
  Positions in the commodity can then be taken or liquidated only if traders 
  are willing to effect trades at or within the limit during the period for 
  trading on such day.  Because the "daily limit" rule only governs price 
  movement for a particular trading day, it does not limit losses.  The rule 
  may, in fact, substantially increase losses because it may prevent the 
  liquidation of unfavorable positions.  Futures prices have occasionally 
  moved the daily limit for several consecutive trading days, and thereby 
  prevented prompt liquidation of futures positions on one side of the 
  market, subjecting those futures traders involved to substantial losses. 
 
  Liquidity will be of concern to the Fund primarily in that the futures 
  markets in which the Advisors take positions may have periods in which 
  illiquidity makes it impossible or economically undesirable to execute 
  trades which its respective trading strategy would otherwise suggest. 
  Other than in respect of the functioning of the markets in which it trades, 
  liquidity will be of little relevance to the operation of the Fund except 
  insofar as the General Partners are relatively thinly capitalized. 
  Nonetheless, the General Partners believe they have sufficient funding to 
  meet both their capital contribution and net worth requirements based on 
  capital contributions from the respective principals of the General 
  Partners, alternative funding sources, including the stock subscription 
  from the Clearing Broker to ProFutures, Inc. and/or a co-general partner or 
  successor (or some combination thereof). 
 
  (b)  Capital Resources. The Fund's initial offering and sale of Units of 
       Limited Partnership Interest commenced on May 27, 1987 and ended on 
       July 31, 1987 after having sold $6,130,568 of units at the initial 
       offering price of $1,000.  The Fund commenced trading August 3, 1987. 
       The Fund continued offering Units through February 29, 1988. 
       Thereafter additional offerings of the Fund's Units of Limited 
       Partnership Interest occurred on April 15, 1988, August 24, 1991, 
       May 14, 1992, November 30, 1992, August 30, 1993 and July 31, 1994. 
       The offering effective July 31, 1994 was extended on January 31, 1995 
       and continued through April 30, 1995.  In June 1995, Post-Effective 
       Amendment No. 3 was filed to deregister the Fund's remaining 
       $20,721,920 of Units of Limited Partnership Interest. 
 
  (c)  Results of Operations. Due to the speculative nature of trading 
       commodity interests, the Fund's income or loss from operations may 
       vary widely from period to period.  Management cannot predict whether 
       the Fund's future Net Asset Value per Unit will increase or experience 
       a decline.  Inflation is not a significant factor in the Fund's 
       operations, except to the extent that inflation may affect future 
       prices. 
 
       The General Partners have 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 Partners seek 
       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 Partners monitor credit risk based on their 
       current knowledge of the brokers' credit worthiness. 
 
  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. 
 
    Year Ended December 31, 1997 
    ---------------------------- 
 
    Net income for 1997 amounted to $8,533,713 or $208.27 per Unit.  At 
    December 31, 1997, partners' capital totaled $89,070,044, a net decrease 
    of $791,117 from December 31, 1996.  Net Asset Value per Unit at 
    December 31, 1997 amounted to $2,313.44, as compared with $2,104.72 at 
    December 31, 1996, an increase of 9.92%. 
 
    The Fund's gains came mostly in the financials, including currencies, 
    stocks, and debt instruments.  Strong gains were also achieved in the 
    agricultural commodities, including the food & fiber sector and the 
    grains. 
 
    Year Ended December 31, 1996 
    ---------------------------- 
 
    1996 was the tenth year of operations.  Net income for 1996 amounted to 
    $9,128,038 or $197.64 per Unit.  At December 31, 1996, partners' capital 
    totaled $89,861,161, a net decrease of $3,310,305 from December 31, 1995. 
    Net Asset Value per Unit at December 31, 1996 amounted to $2,104.72, as 
    compared with $1,893.89 at December 31, 1995, an increase of 11.13%. 
 
    The Fund's income for 1996 resulted from substantial gains in the foreign 
    interest rate markets for most of the year, as well as gains in the energy 
    and metals markets.  These gains were slightly offset by early losses in 
    the bond and interest rate markets. 
 
    Year Ended December 31, 1995 
    ---------------------------- 
 
    Net loss for 1995 amounted to $6,415, or $.12 per Unit.  At December 31, 
    1995, partners' capital totaled $93,171,466, a net decrease of $1,990,064 
    from December 31, 1994.  Net Asset Value per Unit at December 31, 1995 
    amounted to $1,893.89, as compared with $1,880.14 at December 31, 1994, an 
    increase of .7%. 
 
    The Fund's overall flat performance was the result of early year losses in 
    several markets, including the currency markets which were offset later in 
    the year with significant gains in the agricultural, global bond and 
    energy markets. 
 
  (d)  Possible changes.  The General Partners reserve the right to terminate 
       current Advisors and/or engage additional Advisors in the future. 
       Furthermore, the General Partners reserve the right to change any of 
       the Fund's clearing arrangements to accommodate any new Advisors. 
 
Item 8.  Financial Statements and Supplementary Data. 
 
  Financial statements meeting the requirements of Regulation S-X are listed 
  on page F-1 of this report. The Supplementary Financial information 
  specified by Item 302 of Regulation S-K is not applicable. 
 
Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure. 
 
  None. 
 
 
                                PART III 
 
 
Item 10.  Directors and Executive Officers of the Registrant. 
 
  The Registrant is a limited partnership and therefore does not have any 
  directors or officers.  The Registrant's General Partners, ATA Research, 
  Inc. and ProFutures, Inc., administer and manage the affairs of the 
  Registrant. 
 
Item 11.  Executive Compensation. 
 
  As discussed above, the Registrant does not have any officers, directors or 
  employees.  The General Partners receive monthly management fees which 
  aggregated $3,662,245 for 1997, or approximately 4% of the Registrant's Net 
  Asset Value. 
 
Item 12.  Security Ownership of Certain Beneficial Owners and Management. 
 
  (a)  As of December 31, 1997, a total of 38,501 Units are issued and 
       outstanding, representing 2 General Partners and 2,627 Limited 
       Partners.  The Partnership knows of no one person who owns 
       beneficially more than 5% of the Limited Partners' Units. 
 
  (b)  The General Partners and their principals owned 574 General 
       Partnership Units as of December 31, 1997, having an aggregate value 
       of $1,328,151, which is approximately 1.49% of the Net Asset Value 
       of the Registrant. 
 
  (c)  Changes in control.  None have occurred and none are expected. 
 
Item 13.  Certain Relationships and Related Transactions. 
 
  Registrant's Prospectus dated July 31, 1994, Pages 16-18, which is 
  incorporated herein by reference, contains information concerning the 
  relationships and transactions between the General Partners, the Clearing 
  Broker and the Partnership. 
 
 
                                 PART IV 
 
 
Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K. 
 
  (a)(1)  Financial Statements. 
 
          See index to Financial Statements. 
 
          The financial statements begin on page F-3. 
 
  (a)(2)  Schedules other than Schedule II are omitted for the reason 
          that all required information is contained in the financial 
          statements included in (a)(1) above or are not applicable. 
 
  (a)(3)  Exhibits as required by Item 601 of Regulation S-K. 
 
          *1.1          Form of Selling Agreement between the Registrant and 
                        ProFutures Financial Group, Inc. 
          *1.2          Form of Additional Selling Agents Agreement between 
                        ProFutures Financial Group, Inc. and certain 
                        Additional Selling Agents. 
          *3.1          Agreement of Limited Partnership (attached to the 
                        Prospectus as Exhibit A). 
          *3.2          Subscription Agreement and Power of Attorney (attached 
                        to the Prospectus as Exhibit B). 
          *3.3          Request for Redemption Form (attached to the 
                        Prospectus as Exhibit C). 
          *5.1          Opinion of Counsel as to the legality of the Units. 
          *8.1          Tax Opinion of Counsel 
          *10.2         Form of Brokerage Agreement between the Registrant and 
                        Quantum Financial Services, Inc. 
          *10.3(a)      Advisory Contract between the Registrant and Colorado 
                        Commodities Management Corporation. 
          *10.3(a)(a)   Advisory Contract between the Registrant and 
                        Prospective Commodities, Inc. 
          *10.3(a)(b)   Advisory Contract between the Registrant and Atlas 
                        Capital Management, Inc. 
          *10.3(a)(c)   Advisory Contract between the Registrant and Bensen 
                        Capital Management, Inc. 
          *10.3(a)(d)   Advisory Contract between the Registrant and Peter 
                        Bruno. 
          *10.3(a)(e)   Advisory Contract between the Registrant and 
                        MicroQuant Capital Management Corp. 
          *10.3(a)(f)   Advisory Contract between the Registrant and Travel 
                        Currency Management Limited. 
          *10.3(b)      Form of Representations Letter of Colorado 
                        Commodities Management Corporation. 
          *10.3(c)      Advisory Contract between the Registrant and 
                        Fundamental Futures, Inc. 
          *10.3(d)      Form of Representations Letter of Fundamental 
                        Futures, Inc. 
          *10.3(e)      Advisory Contract between the Registrant and FX 500 
                        Ltd. 
          *10.3(f)      Advisory Contract between the Registrant and 
                        Hawksbill Capital Management. 
          *10.3(g)      Advisory Contract between the Registrant and Insight 
                        Enterprises, Inc. 
          *10.3(h)      Advisory Contract between the Registrant and Luck 
                        Trading Company, Inc. 
          *10.3(h)(1)   Amendment dated December 3, 1993 to Advisory Contract 
                        between the Registrant and Luck Trading Company, Inc. 
                        dated March 11, 1992. 
          *10.3(h)(2)   Amendment dated February 28, 1995 to Advisory 
                        Contract dated March 11, 1992 between the Registrant 
                        and Luck Trading Company (BVI), Inc. 
          *10.3(i)      Advisory Contract between the Registrant and LaSalle 
                        Portfolio Management, Inc. 
          *10.3(j)      Form of Representations Letter of LaSalle Portfolio 
                        Management, Inc. 
          *10.3(k)      Advisory Contract between the Registrant and New 
                        Forest Capital Management, Inc. 
          *10.3(l)      Advisory Contract between the Registrant and Range 
                        Wise, Inc. 
          *10.3(l)(1)   Second Amendment dated March 31, 1994 to Advisory 
                        Contract between the Registrant and Range Wise, Inc. 
          *10.3(m)      Advisory Contract between the Registrant and Red Oak 
                        Commodity Advisors, Inc. 
          *10.3(n)      Advisory Contract between the Registrant and Trinity 
                        Money Management, Inc. 
          *10.3(o)      Advisory Contract between the Registrant and 
                        Visioneering Research and Development Company. 
          *10.3(p)      Form of Representations Letter of Visioneering 
                        Research and Development Company. 
          *10.3(q)      Advisory Contract between the Registrant and Classic 
                        Capital, Inc. 
          *10.3(q)(1)   First Amendment dated March 31, 1994 to Advisory 
                        Contract between the Registrant and Classic Capital, 
                        Inc. 
          *10.3(r)      Advisory Contract between the Registrant and Wizard 
                        Trading, Inc. 
          *10.3(s)      Advisory Contract between the Registrant and Devan 
                        Capital Management, Inc. 
          *10.3(t)      Advisory Contract between the Registrant and 
                        Hawksbill Capital Management. 
          *10.3(u)      Advisory Contract between the Registrant and Rowayton 
                        Capital Management, Inc. 
          *10.3(v)      Advisory Contract between the Registrant and 
                        Willowbridge Associates, Inc. 
          *10.3(v)(1)   First Amendment dated March 31, 1994 to Advisory 
                        Contract between the Registrant and Willowbridge 
                        Associates, Inc. 
          *10.3(w)      Advisory Contract between the Registrant and Zack 
                        Hampton Bacon, III. 
          *10.3(x)      Advisory Contract between the Registrant and 
                        Niederhoffer Investments, Inc. 
          *10.3(y)      Advisory Contract between the Registrant and Rabar 
                        Market Research, Inc. 
          *10.3(z)      Advisory Contract between the Registrant and 
                        Considine Trading Corp. 
          *10.4         Form of Stock Subscription Agreement between Quantum 
                        Financial Services, Inc. and ProFutures, Inc. 
          *24.1         Consent of Counsel to the Fund 
          *24.2         Consent of Certified Public Accountants, King, Burns 
                        & Company, P.C. 
          *24.3         Consent of Certified Public Accountants, Arthur F. 
                        Bell, Jr. & Associates, L.L.C. 
 
----------------------- 
*  The foregoing forms of exhibits were filed in the April 6, 1987 
   Registration Statement No. 33-13008 and/or Post-Effective Amendment No. 1 
   thereto filed March 11, 1988, and/or the June 5, 1991 Registration 
   Statement No. 33-41073, and/or Pre-Effective Amendment No. 1 thereto filed 
   August 8, 1991, and/or Post-Effective Amendment No. 1 thereto filed 
   March 26, 1992; and/or the October 14, 1992 Registration Statement 
   No. 33-53324, and/or the November 17, 1992 Pre-effective Amendment No. 1 
   thereto and/or the July 2, 1993 Registration Statement No. 33-65596, and/ 
   or the Pre-Effective Amendment No. 1 thereto filed August 16, 1993, and 
   Supplement dated December 3, 1993, Post-Effective Amendment No. 2 thereto 
   filed June 30, 1994 and Supplement dated January 31, 1995.  Post-Effective 
   Amendment No. 3 dated June 23, 1995.  Accordingly, such exhibits are 
   incorporated herein by reference and notified herewith. 
 
  (b)  Reports on Form 8-K. 
 
       The Registrant did not file any reports on Form 8-K for the year ended 
       December 31, 1997. 
 
  (c)  Exhibits. 
 
       Filed herewith: 
 
       None 
 
  (d)  Financial Statements Schedules. 
 
       Not Applicable or information included in the financial statements. 
 
                                 SIGNATURES 
 
 
 
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. 
 
 
ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
(Registrant) 
 
 
 
 
                              By 
--------------------------      ---------------------------------------------- 
Date                            Aladin T. Abughazaleh, President 
                                ATA Research Inc., General Partner 
                                ATA Research/ProFutures Diversified Fund, L.P. 
 
 
 
 
                              By 
--------------------------      ---------------------------------------------- 
Date                            Gary D. Halbert, President 
                                ProFutures, Inc., General Partner 
                                ATA Research/ProFutures Diversified Fund, L.P. 
 
 
 
                          FINANCIAL STATEMENTS AND 
            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 
 
 
              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
 
 
                        DECEMBER 31, 1997 AND 1996 
 
 
 
              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
 
 
 
                       INDEX TO FINANCIAL STATEMENTS 
 
 
                                                                       PAGE 
                                                                       ---- 
 
Report of Independent Certified Public Accountants                      F-2 
 
Financial Statements 
 
  Statements of Financial Condition                                     F-3 
 
  Statements of Operations                                              F-5 
 
  Statements of Changes in Partners' Capital (Net Asset Value)          F-6 
 
  Notes to Financial Statements                                         F-7 
 
Financial Statement Schedule 
 
  Schedule II - Valuation and Qualifying Accounts                       F-13 
 
 
                                     F-1 
 
 
 
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 
              -------------------------------------------------- 
 
 
To the Partners 
ATA Research/ProFutures Diversified Fund, L.P. 
 
We have audited the accompanying statements of financial condition of ATA 
Research/ProFutures Diversified Fund, L.P. (a Delaware Limited Partnership) 
as of December 31, 1997 and 1996, and the related statements of operations, 
changes in partners' capital (net asset value) and the financial statement 
schedule for each of the three years in the period ended December 31, 1997. 
These financial statements and the related schedule are the responsibility 
of the Fund's management.  Our responsibility is to express an opinion on 
these financial statements and financial statement schedule based on our 
audits. 
 
We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits 
to obtain reasonable assurance about whether the financial statements are 
free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion. 
 
In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of ATA Research/ProFutures 
Diversified Fund, L.P. as of December 31, 1997 and 1996, and the results of 
its operations and changes in partners' capital for each of the three years in 
the period ended December 31, 1997, in conformity with generally accepted 
accounting principles.  In addition, in our opinion, the financial statement 
schedule referred to above, when considered in relation to the basic financial 
statements taken as a whole, present fairly in all material respects the 
information required to be included therein. 
 
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying information in Note
H is presented for purposes of additional analysis and is not a required part
of the basic financial statements.  The accompanying information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole. 
 
 
                                          KING GRIFFIN & ADAMSON P.C. 
 
 
Dallas, Texas 
January 24, 1998 
 
 
                                     F-2 
 
 
 
                ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                      STATEMENTS OF FINANCIAL CONDITION 
                        December 31, 1997 and 1996 
 
 
 
                                   ASSETS 
                                   ------ 
 
                                                    1997           1996 
                                                    ----           ---- 
ASSETS 
Cash and cash equivalents                       $62,563,566     $74,035,908 
                                                -----------     ----------- 
 
  Equity in broker trading accounts 
    Margin deposit                               24,197,155      16,096,477 
    Interest receivable - broker                     72,337          51,392 
    Net option premiums (received)                 (394,874)       (644,260) 
     Unrealized gain on open contracts            4,071,200       1,852,308 
                                                -----------     ----------- 
 
                                                 27,945,818      17,355,917 
                                                -----------     ----------- 
 
Interest receivable                               1,075,721       1,145,070 
                                                -----------     ----------- 
 
TOTAL ASSETS                                    $91,585,105     $92,536,895 
                                                ===========     =========== 
 
 
                                - Continued - 
 
 
    The accompanying notes are an integral part of these financial statements. 
 
                                     F-3 
 
 
 
                  ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                   STATEMENTS OF FINANCIAL CONDITION - Continued 
                            December 31, 1997 and 1996 
 
 
 
                LIABILITIES AND PARTNERS' CAPITAL (NET ASSET VALUE) 
                --------------------------------------------------- 
 
                                                    1997           1996 
                                                    ----           ---- 
 
LIABILITIES 
Accounts payable                                $     3,970     $     6,795 
Commissions and other trading 
fees on open contracts                              197,177         136,720 
Incentive fees payable                              453,992       1,554,800 
Management fees payable                             531,288         529,837 
  Redemptions payable                             1,328,634         447,582 
                                                -----------     ----------- 
 
Total liabilities                                 2,515,061       2,675,734 
                                                -----------     ----------- 
 
PARTNERS' CAPITAL (NET ASSET VALUE) 
General Partners - 574 units outstanding 
at December 31, 1997 and 1996                     1,328,151       1,208,324 
Limited Partners - 37,927 and 42,121 units 
outstanding at December 31, 1997 and 1996        87,741,893      88,652,837 
                                                -----------     ----------- 
 
Total partners' capital (net asset value)        89,070,044      89,861,161 
                                                -----------     ----------- 
 
TOTAL LIABILITIES AND PARTNERS' CAPITAL         $91,585,105     $92,536,895 
                                                ===========     =========== 
 
 
    The accompanying notes are an integral part of these financial statements. 
 
                                     F-4 
 
 
 
                ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                           STATEMENTS OF OPERATIONS 
                 Years ended December 31, 1997, 1996 and 1995 
 
 
 
                                       1997           1996           1995 
                                       ----           ----           ---- 
 
INCOME 
Trading gains (losses) 
Realized                           $13,888,370    $20,115,571    $ 4,558,826 
Change in unrealized                 2,218,892     (4,280,980)     1,566,823 
                                   -----------    -----------    ----------- 
 
Income from trading                 16,107,262     15,834,591      6,125,649 
 
Foreign exchange losses               (978,308)      (256,201)      (183,630) 
Interest                             4,917,717      4,780,472      5,379,779 
                                   -----------    -----------    ----------- 
 
Total income                        20,046,671     20,358,862     11,321,798 
                                   -----------    -----------    ----------- 
 
EXPENSES 
Brokerage commissions and 
other trading fees                   3,389,414      2,849,321      2,423,253 
Management fees                      4,544,748      4,483,854      5,047,834 
Incentive fees                       3,224,784      3,508,326      3,372,496 
Operating expenses                     354,012        389,323        484,630 
                                   -----------    -----------    ----------- 
 
Total expenses                      11,512,958     11,230,824     11,328,213 
                                   -----------    -----------    ----------- 
 
NET INCOME (LOSS)                  $ 8,533,713    $ 9,128,038    $    (6,415) 
                                   ===========    ===========    =========== 
 
Net income (loss) per General 
  and Limited Partner Unit 
  (based on weighted - average 
  number of units outstanding)     $    208.27    $    197.64    $      (.12) 
                                   ===========    ===========    =========== 
 
Increase in net asset value 
  per General and Limited 
  Partner Unit                     $    208.72    $    210.83    $     13.75 
                                   ===========    ===========    =========== 
 
Number of weighted-average 
units outstanding                       40,974         46,185         52,207 
                                   ===========    ===========    =========== 
 
 
    The accompanying notes are an integral part of these financial statements. 
 
                                     F-5 
 
 
 
               ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL 
                             (NET ASSET VALUE) 
                Years ended December 31, 1997, 1996 and 1995 
 
 
 
                         Total         Partners' Capital (Net Asset Value) 
                       Number of   ------------------------------------------ 
                         Units      General        Limited          Total 
                       ---------   ----------    ------------    ------------ 
 
Balances at 
  January 1, 1995        50,614    $1,079,392    $ 94,082,138    $ 95,161,530 
 
Net income (loss) 
  for the year                -         7,894         (14,309)         (6,415) 
 
Additions                     -         7,549      14,222,901      14,222,901 
 
Redemptions                   -        (8,967)    (16,064,321)    (16,064,321) 
 
Administrative costs          -             -        (142,229)       (142,229) 
                         ------    ----------    ------------    ------------ 
 
Balances at 
  December 31, 1995      49,196     1,087,286      92,084,180      93,171,466 
 
Net income 
  for the year                -       121,038       9,007,000       9,128,038 
 
Redemptions              (6,501)            -     (12,438,343)    (12,438,343) 
                         ------    ----------    ------------    ------------ 
 
Balances at 
  December 31, 1996      42,695     1,208,324      88,652,837      89,861,161 
 
Net income 
  for the year                -       119,827       8,413,886       8,533,713 
 
Redemptions              (4,194)            -      (9,324,830)     (9,324,830) 
                         ------    ----------    ------------    ------------ 
 
Balances at 
  December 31, 1997      38,501    $1,328,151    $ 87,741,893    $ 89,070,044 
                         ======    ==========    ============    ============ 
 
Net asset value per unit at 
December 31, 1995                  $1,893.89 
                                   ========= 
December 31, 1996                  $2,104.72 
                                   ========= 
December 31, 1997                  $2,313.44 
                                   ========= 
 
Percent of increase in per 
  unit net asset value 
    1994 to 1995                       0.73% 
                                   ========= 
    1995 to 1996                      11.13% 
                                   ========= 
    1996 to 1997                       9.92% 
                                   ========= 
 
 
    The accompanying notes are an integral part of these financial statements. 
 
                                     F-6 
 
 
 
             ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                    NOTES TO FINANCIAL STATEMENTS 
 
 
 
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
 
1.   General Description of the Partnership 
     -------------------------------------- 
 
     ATA Research/ProFutures Diversified Fund, L.P. (the Partnership or Fund)
     is a Delaware limited partnership and operates as a commodity investment
     pool.  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, it is
     subject to regulations of the Commodity Futures Trading Commission, an
     independent agency of the United States government which regulates most
     aspects of the commodity futures industry, rules of the National Futures
     Association, a self regulatory organization, and the requirements of
     Commodity Exchanges and Futures Commission Merchants (brokers) where the
     Partnership trades. 
 
2.   Method of Reporting 
     ------------------- 
 
     The Partnership's financial statements are presented in accordance with 
     generally accepted accounting principles. Gains or losses are realized
     when contracts are liquidated.  Net unrealized gains or losses on open
     contracts (the difference between contract purchase price and market
     price) at statement date are 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.  United
     Sates Government securities are priced at cost plus accrued interest,
     which approximates  market value. 
 
     Investments in futures contracts involve elements of market risk in
     excess of the amounts reflected in the financial statements.
     Accordingly, the values reported are subject to the consequences of
     commodity prices that can fluctuate rapidly over a wide range. 
 
3.   Futures Brokerage Commissions 
     ----------------------------- 
 
     The fee charged by a broker for executing a trade in the account of the 
     Partnership is usually paid on a "round-turn" basis, that is, only upon
     the closing of an open position.  In some cases however, the brokerage 
     commissions may be charged "half-in half-out".  For financial reporting 
     purposes and for calculating the Net Asset Value of the Partnership, 
     brokerage commissions and other trading fees are charged to expense when 
     futures positions are opened.  The average "round-turn" fee paid during 
     1997 and 1996 approximated $11.00. 
 
4.   Income Taxes 
     ------------ 
 
     The Partnership prepares calendar year information income tax returns and 
     reports to each partner the allocable share of the Partnership's ordinary 
     income or loss and commodity trading gains or losses.  Commodity futures 
     gains or losses on regulated futures contracts open at year end are 
     recognized for tax purposes as if sold at their market value less 
     commissions. 
 
5.   Cash and Cash Equivalents 
     ------------------------- 
 
     Cash and cash equivalents includes cash and short-term investments in
     fixed income securities. 
 
 
                                     F-7 
 
 
 
               ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                  NOTES TO FINANCIAL STATEMENTS - Continued 
 
 
 
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
6.   Partner Share Unit Additions 
     ---------------------------- 
 
     Limited Partner additions are considered pending during the month of
     receipt by the Partnership.  The purchasers are issued units at the Net
     Asset Value per unit as of the end of business of the last day in the
     month in which the subscription is accepted. 
 
7.   Partner Share Unit Redemptions and Distributions 
     ------------------------------------------------ 
 
     The Agreement of Limited Partnership provides that upon satisfying
     certain conditions, Limited Partners may require the Fund to redeem all
     or a portion of their Units and receive an amount equal to the Net Asset
     Value per Unit.  Redemptions are permitted at the end of any month, upon
     fifteen days prior written notice, at the Net Asset Value per Unit as of
     the last day of the month in which the request was received.  The
     Partnership is not required to make distributions, but may do so at the
     sole discretion of the General Partners. 
 
8.   Foreign Currency Translation 
     ---------------------------- 
 
     The Partnership's functional currency is the United States (U.S.) dollar; 
     however, the Partnership 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 the functional currency are
     reported in income currently. 
 
9.   Concentration of Credit Risk 
     ---------------------------- 
 
     The Partnership places its cash with high credit quality financial 
     institutions.  The Partnership's exposure to loss for cash placed with a 
     bank should this financial institution fail is the excess over $100,000 
     which is the amount insured by the Federal Deposit Insurance Corporation. 
 
10.  Use of Estimates and Assumptions 
     -------------------------------- 
 
     Management uses estimates and assumptions in preparing financial
     statements in accordance with generally accepted accounting principles.
     Those estimates and assumptions affect the reported amounts of assets and 
     liabilities, the disclosure of contingent assets and liabilities, and the 
     reported amounts of revenues and expenses.  Actual results could vary
     from the estimates that were used. 
 
11.  Recent Accounting Prouncements 
     ------------------------------ 
 
     In June 1997, the Financial Accounting Standards Board issued two new 
     statements: SFAS No. 130, "Reporting Comprehensive Income," which
     requires enterprises to report, by major component and in total, all
     changes in equity from nonowner sources; and SFAS No. 131, "Disclosures
     about Segments of an Enterprise and Related Information," which
     establishes annual and interim reporting  
 
 
                                     F-8 
 
 
 
                 ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                   NOTES TO FINANCIAL STATEMENTS - Continued 
 
 
 
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 
 
11.  Recent Accounting Prouncements - Continued 
     ------------------------------------------ 
 
     standards for a public company's operating segments and related
     disclosures about its products, services, geographic areas, and major
     customers.  Both statements are effective for the Partnership's fiscal
     year ended December 31, 1998, with earlier application permitted.  The
     effect of adoption of these statements, if any, will be limited to the
     form and content of the Partnership's disclosures and will not impact the
     Partnership's results of operations or financial position. 
 
NOTE B - DEPOSITS WITH BROKERS 
 
     The Partnership deposits funds with various brokers to act as clearing
     brokers subject to Commodity Futures Trading Commission and various
     exchange regulations on minimum deposits. Margin requirements are
     satisfied by cash on deposit with such brokers. The Partnership earns
     interest income on the funds deposited with brokers. 
 
NOTE C - GENERAL PARTNERS 
 
     The General Partners of the Partnership are ATA Research, Inc. and
     ProFutures, Inc., who conduct and manage the business of the Partnership.
     The Agreement of Limited Partnership provides that the General Partners
     will contribute to the Fund an amount in the aggregate equal to at least
     the lesser of $100,000 or 3% of the aggregate initial contributions of
     all limited partners, but in no event less than 1% of the aggregate
     initial capitalization of the Fund.  The General Partners will purchase
     Units of General Partnership Interest to the extent of such capital
     contribution. 
 
     The General Partners will share Fund profits and losses with the limited 
     partners pro rata to the extent of their investment.  Unless they own
     units exceeding their minimum purchase or net worth requirements, the
     General Partners may not redeem or transfer their interest so long as
     they are acting as General Partner(s).  At each of the three years ended
     December 31, 1997, the General Partners had contributed cumulatively
     $926,500 to the Partnership.  Including all cumulative pro-rata Fund
     profits, the General Partners were in compliance with this requirement. 
 
     Also under the Agreement of Limited Partnership, the General Partners are 
     obliged, for as long as they continue to serve as General Partners of the 
     Fund, to maintain in the aggregate a net worth of not less than (i) the
     lesser of $250,000 or 15% of the aggregate capital contribution to the
     Fund and any other partnership for which they act as General Partners
     capitalized at $2,500,000 or less; and (ii) 10% of the aggregate initial
     capital contributions to the Fund and any other limited partnership
     capitalized at more than $2,500,000 for which they act as General
     Partners.  For these purposes, "net worth" shall reflect the carrying
     value of all assets at fair market value and shall exclude capital
     contributions of the General Partners to the Fund or to any other limited
     partnership of which they may be General Partners.  Net worth will be
     calculated in accordance with generally accepted accounting principles
     provided that all current assets shall be based on then current market
     value and may include any notes receivable, letter of 
 
 
                                     F-9 
 
 
 
                ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                  NOTES TO FINANCIAL STATEMENTS - Continued 
 
 
 
NOTE C - GENERAL PARTNERS - Continued 
 
     credit or stock subscriptions from the Futures Broker and/or adequately 
     capitalized affiliate(s) of the General Partners.  ProFutures, Inc. has a 
     subscription agreement with Internationale Nederlanden (U.S.) Securities 
     Futures and Options, Inc. (ING), the Partnership's primary broker,
     whereby ING agrees to purchase or subscribe for the number of shares of
     common stock of ProFutures, Inc. necessary to maintain the General
     Partner net worth requirements.  At December 31, 1997, the amount of
     stock subscribed to ProFutures, Inc. is $19,000,090. 
 
     A monthly management fee is paid by the Partnership to the General
     Partners.  ATA Research, Inc. receives 1/12 of 1% of month-end Net Asset
     Value (approximately 1% annually) and ProFutures, Inc. receives 1/4 of 1%
     of month-end Net Asset Value (approximately 3% annually). 
 
     Total management fees earned by ATA Research, Inc. for the years ended 
     December 31, 1997, 1996 and 1995, were $915,561, $905,191 and $949,479, 
     respectively.  Total management fees earned by ProFutures, Inc. for the 
     years ended December 31, 1997, 1996 and 1995, were $2,746,684, $2,718,343 
     and $2,859,877, respectively. 
 
NOTE D - TRADING ADVISORS 
 
     The Partnership has trading management agreements with several trading 
     advisors pursuant to which the Partnership pays selected advisors a 
     quarterly incentive fee based on a percentage of excess cumulative 
     Trading Profits (as defined in the Prospectus) and a management fee based 
     on Allocated Net Assets managed (as defined in the Prospectus). 
 
NOTE E - OPERATING EXPENSES  
 
     All operating expenses of the Partnership are billed directly to and paid 
     by the Partnership.  The General Partners are not reimbursed for indirect 
     expenses incurred in performing services for the Partnership and other 
     items generally falling within the category of overhead.  The General 
     Partners may be reimbursed for the actual costs of legal, accounting and 
     auditing services used for or by the Partnership, as well as printing and 
     filing fees and extraordinary expenses incurred for or by the
     Partnership. 
 
NOTE F - REGISTRATION STATEMENT 
 
     On August 24, 1991, May 14, 1992, November 30, 1992, August 30, 1993 and 
     July 31, 1994 the Partnership filed registration statements with the 
     Securities and Exchange Commission for the sale of the Partnership's
     Units of Limited Partnership Interest.  During the offering periods,
     units were sold at the previous month end Net Asset Value per Unit plus a
     1% administrative charge, from which the Partnership reimburses the
     General Partners for their actual expenses incurred in connection with
     the offering.  The offering effective July 31, 1994 terminated on
     April 30, 1995. 
 
 
                                     F-10 
 
 
 
                  ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                      NOTES TO FINANCIAL STATEMENTS - Continued 
 
 
 
NOTE G - TRADING ACTIVITIES AND RELATED RISKS 
 
     The Partnership engages in the speculative trading of U.S. and foreign 
     futures contracts, options on U.S. and foreign futures contracts, forward 
     contracts and options on forward 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 assets with brokers and dealers in securities
     and other financial institutions in connection with its trading of
     forward contracts and 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.  Since forward
     contracts and options thereon are traded in unregulated markets between
     principals, the Partnership also assumes the risk of loss from
     counterparty nonperformance. 
 
     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 and forward 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 forward and futures contracts and long and short options at market
     value.  The average fair value of derivatives during 1997 and 1996 was
     approximately $3,300,000 and $4,226,000, respectively and the related
     year end fair values are approximately $3,676,000 and $1,208,000,
     respectively. 
 
     Net trading results from derivatives for the years ended December 31,
     1997, 1996 and 1995 are reflected in the statement of operations and
     equal income from trading less brokerage commissions and other trading
     fees.  Such trading results reflect the net gain (loss) arising from the
     Partnership's speculative trading of futures contracts, options on
     futures contracts, forward contracts and options on forward contracts. 
 
     Open contracts generally mature within one year, however, the Partnership 
     intends to close all contracts prior to maturity.  At December 31, 1997
     and 1996, the notional amount of open contracts is as follows: 
 
 
                                     F-11 
 
 
 
                  ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                     NOTES TO FINANCIAL STATEMENTS - Continued 
 
 
 
NOTE G - TRADING ACTIVITIES AND RELATED RISKS - Continued 
 
                                                           1997 
                                               ---------------------------- 
                                                Contracts       Contracts 
                                               to purchase       to sell 
                                               ------------    ------------ 
 
Derivatives (excluding purchased options): 
  Futures contracts and written 
    options thereon: 
    - Agriculture                              $ 27,000,000    $ 26,600,000 
    - Currency and currency 
        indices                                  10,400,000      74,200,000 
    - Energy                                      1,200,000      12,500,000 
    - Equity indices                             65,500,000      54,900,000 
    - Interest rates                            756,200,000     288,900,000 
    - Metals                                     87,500,000     103,700,000 
        - Other                                     500,000         300,000 
  Forward contracts and written 
    options thereon: 
    - Currency                                            -               - 
 
Purchased options on futures contracts: 
    - Agriculture                                         -               - 
    - Currency and currency 
        indices                                           -       8,300,000 
    - Equity indices                                      -               - 
    - Interest rates                             27,000,000               - 
    - Metals                                      4,000,000               - 
                                               ------------    ------------ 
 
                                               $979,300,000    $569,400,000 
                                               ============    ============ 
 
 
 
                                                           1996 
                                               ---------------------------- 
                                                Contracts       Contracts 
                                               to purchase       to sell 
                                               ------------    ------------ 
 
Derivatives (excluding purchased options): 
  Futures contracts and written 
    options thereon: 
    - Agriculture                              $ 44,800,000    $ 22,900,000 
    - Currency and currency 
        indices                                  27,200,000      53,400,000 
    - Energy                                      3,400,000       3,900,000 
    - Equity indices                            121,300,000     104,200,000 
    - Interest rates                            398,600,000     138,500,000 
    - Metals                                     51,700,000      68,400,000 
    - Other                                       3,000,000               - 
  Forward contracts and written 
    options thereon: 
    - Currency                                    4,700,000       4,700,000 
 
Purchased options on 
  futures contracts: 
    - Agriculture                                 3,600,000               - 
    - Currency and currency indices               8,000,000               - 
    - Equity indices                              4,500,000      99,400,000 
    - Interest rates                                      -               - 
    - Metals                                      5,600,000               - 
                                               ------------    ------------ 
 
                                               $676,400,000    $495,400,000 
                                               ============    ============ 
 
 
     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 Partners have 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. 
 
NOTE H - ACCOMPANYING INFORMATION - NET ASSET VALUE OF COMMODITY POOL 
         AND PARTICIPATION UNITS 
 
     A five year comparative table of the Partnership's Net Asset Value,
     number of units outstanding and Net Asset Value per unit follows: 
 
                                       December 31, 
                 --------------------------------------------------------- 
                 1997         1996         1995         1994          1993 
                 ====         ====         ====         ====          ==== 
 
Total Net 
 Asset Value  $89,070,044  $89,861,161  $93,171,466  $95,161,530  $100,419,879 
              ===========  ===========  ===========  ===========  ============ 
 
Number of 
participation 
  units            38,501       42,695       49,196       50,614        53,144 
              ===========  ===========  ===========  ===========  ============ 
 
Net Asset 
 Value per
 unit         $  2,313.44  $  2,104.72  $  1,893.89  $  1,880.14  $   1,889.57 
              ===========  ===========  ===========  ===========  ============ 
 
 
                                     F-12 
 
 
 
                      ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
                     SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 
                       Years ended December 31, 1997, 1996 and 1995 
 
 
 
         (A)                               (B)          (C1)          (C2) 
                                                            Additions 
                                                      ---------------------- 
                                         Balance 
                                         at the       Charged 
                                        beginning        to         Charged 
                                         of the      costs and     to income 
     Description                         period       expenses      accounts 
---------------------                    ------       --------      -------- 
 
December 31, 1997 
----------------- 
  Unrealized gain 
    (loss) on open 
    contracts                          $1,852,308    $        -    $2,218,892 
                                       ==========    ==========    ========== 
  Unrealized gain on 
    open forward contracts             $        -    $        -    $        - 
                                       ==========    ==========    ========== 
 
December 31, 1996 
----------------- 
  Unrealized gain 
    (loss) on open 
    contracts                          $6,133,288    $        -    $        - 
                                       ==========    ==========    ========== 
 
  Unrealized gain on 
    open forward contracts             $        -    $        -    $        - 
                                       ==========    ==========    ========== 
 
December 31, 1995 
----------------- 
  Unrealized gain 
    (loss) on open 
    contracts                          $4,317,622    $        -    $1,815,666 
                                       ==========    ==========    ========== 
 
  Unrealized gain on 
    open forward contracts             $  248,843    $        -    $        - 
                                       ==========    ==========    ========== 
 
 
 
         (A)                                    (D)           (E) 
                                             Deductions 
                                             ---------- 
                                                            Balance 
                                                             at the 
                                              Charged         end 
                                             to income       of the 
     Description                              accounts       period 
---------------------                        ----------    ---------- 
 
December 31, 1997 
----------------- 
  Unrealized gain 
    (loss) on open 
    contracts                                $        -    $4,071,200 
                                             ==========    ========== 
 
  Unrealized gain on 
    open forward contracts                   $        -    $        - 
                                             ==========    ========== 
 
December 31, 1996 
----------------- 
  Unrealized gain 
    (loss) on open 
    contracts                                $4,280,980    $1,852,308 
                                             ==========    ========== 
 
  Unrealized gain on 
    open forward contracts                   $        -    $        - 
                                             ==========    ========== 
 
December 31, 1995 
----------------- 
  Unrealized gain 
    (loss) on open 
    contracts                                $        -    $6,133,288 
                                             ==========    ========== 
 
  Unrealized gain on 
    open forward contracts                   $  248,843    $        - 
                                             ==========    ========== 
 
 
                                     F-13 
 
 
 
              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P. 
               AFFIRMATION OF THE COMMODITY POOL OPERATORS 
                           -------------------- 
 
 
 
 
 
 
To the Partners 
ATA Research/ProFutures Diversified Fund, L.P. 
 
 
The information contained in the accompanying financial statements is accurate 
and complete to the best of my knowledge and belief. 
 
 
 
 
-----------------------------            ------------------------------------- 
Date                                     Aladin T. Abughazaleh, President 
                                         ATA Research, Inc. 
                                         Co-Commodity Pool Operator 
 
 
 
 
 
-----------------------------            ------------------------------------- 
Date                                     Gary D. Halbert, President 
                                         ProFutures, Inc. 
                                         Co-Commodity Pool Operator 
 
 
                                     F-14