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 (FEE REQUIRED)

              For the fiscal year ended December 31, 1996
                            -----------------

                    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.
5910 N. Central Expressway                      1310 Highway 620
Suite 1520                                      Suite 200
Dallas, Texas  75206                            Austin, Texas  78734
--------------------------                      --------------------
               (Address of principal executive offices)

                     Registrant's telephone numbers

(214) 891-6200                                       (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 5910 N. Central
  Expwy, Suite 1520, Dallas, Texas 75206; the telephone number is
  (214) 891-6200.

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, 1996 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.) Derivatives Clearing, 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 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, 1996, the Fund has allocated
  notional funds to Advisors equal to approximately 6.2% 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 1% 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 and The First National Bank of
  Chicago are set forth in "Brokerage Arrangements" on Pages 134-135 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.

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, 1996, 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, 1996, a total of 42,695 Units
  are outstanding and held by 2,916 Unit holders, including 574 Units of
  General Partnership interest. During the calendar year 1996 a total of
  6,501 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, 1996, 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 1996, 1995, 1994, 1993, 1992, 1991, 1990 and 1989.

                                                      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


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, 1996 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, 1996 cash and short-
       term investments in fixed income securities comprised 80% of
       the Fund's assets and the remaining 20% 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, 1996 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, 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.

    Year Ended December 31, 1994
    ----------------------------

    Net loss for the year 1994 amounted to $651,490, or $12.47 per Unit.  At
    December 31, 1994 partners' capital totaled $95,161,530, a net decrease
    of $5,258,349 from December 31, 1993.  Net Asset Value per Unit at
    December 31, 1994 amounted to $1,880.14, as compared to $1,889.57 at
    December 31, 1993, a decrease of .5%.

    During 1994, the Fund profited from agricultural markets such as wheat,
    soybeans, cotton and coffee.  In addition, the industrial metals were
    profitable overall.  These gains were offset primarily by losses in the
    currency markets during early 1994.

  (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 $3,623,534 for 1996, 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, 1996, a total of 42,695 Units are issued and
       outstanding, representing 2 General Partners and 2,914 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, 1996, having an aggregate value
       of $1,208,324, which is approximately 1.34% 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, 1996.

  (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, 1996 AND 1995


              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, 1996 and 1995, 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, 1996.  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, 1996 and 1995, and
the results of its operations and changes in partners' capital for each of
the three years in the period ended December 31, 1996, 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 28, 1997


                                      F-2



                 ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                        STATEMENTS OF FINANCIAL CONDITION
                           December 31, 1996 and 1995



                                    ASSETS
                                    ------

                                                     1996             1995
                                                     ----             ----
ASSETS
  Cash and cash equivalents                      $74,035,908      $75,639,538
                                                 -----------      -----------

  Equity in trading accounts on deposit with
    brokers and dealers
      Margin deposit                                       -          357,247
      Interest receivable                                  -            1,673
                                                 -----------      -----------
                                                           -          358,920
                                                 -----------      -----------

  Equity in commodity futures trading accounts
    on deposit with brokers
      Margin deposit                              16,096,477       13,012,372
      Interest receivable - broker                    51,392           86,321
      Net option premiums (received)                (644,260)        (632,793)
      Unrealized gain on open commodity
        futures/options contracts                  1,852,308        6,133,288
                                                 -----------      -----------
                                                  17,355,917       18,599,188
                                                 -----------      -----------

  Interest receivable                              1,145,070          754,280
                                                 -----------      -----------

    TOTAL ASSETS                                 $92,536,895      $95,351,926
                                                 ===========      ===========


                                   - 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, 1996 and 1995



                 LIABILITIES AND PARTNERS' CAPITAL (NET ASSET VALUE)
                 ---------------------------------------------------

                                                     1996             1995
                                                     ----             ----
LIABILITIES
  Accounts payable                               $     6,795      $    16,204
  Commissions and other trading fees
    on open commodity futures contracts              136,720          160,715
  Incentive fees payable                           1,554,800          823,973
  Management fees payable                            529,837          510,874
  Redemptions payable                                447,582          668,694
                                                 -----------      -----------
    Total liabilities                              2,675,734        2,180,460
                                                 -----------      -----------

PARTNERS' CAPITAL (NET ASSET VALUE)
  General Partners - 574 units outstanding
    at December 31, 1996 and 1995                  1,208,324        1,087,286
  Limited Partners - 42,121 and 48,622 units
    outstanding at December 31, 1996
    and 1995, respectively                        88,652,837       92,084,180
                                                 -----------      -----------

    Total partners' capital (net asset value)     89,861,161       93,171,466
                                                 -----------      -----------

    TOTAL LIABILITIES AND PARTNERS' CAPITAL      $92,536,895      $95,351,926
                                                 ===========      ===========


   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, 1996, 1995 and 1994



                                         1996          1995          1994
                                         ----          ----          ----

INCOME
  Gains (losses) on commodity
    futures/options contracts
      Realized                        $20,115,571   $ 4,558,826   $ 9,313,518
      Change in unrealized             (4,280,980)    1,566,823    (1,807,923)
                                      -----------   -----------   -----------
      Income from trading              15,834,591     6,125,649     7,505,595

  Foreign exchange losses                (256,201)     (183,630)       (3,251)
  Interest                              4,780,472     5,379,779     3,955,212
                                      -----------   -----------   -----------

        Total income                   20,358,862    11,321,798    11,457,556
                                      -----------   -----------   -----------

EXPENSES
  Brokerage commissions and
    other trading fees                  2,849,321     2,423,253     2,673,086
  Management fees                       4,483,854     5,047,834     5,046,028
  Incentive fees                        3,508,326     3,372,496     3,895,306
  Operating expenses                      389,323       484,630       494,626
                                      -----------   -----------   -----------

        Total expenses                 11,230,824    11,328,213    12,109,046
                                      -----------   -----------   -----------

NET INCOME (LOSS)                     $ 9,128,038   $    (6,415)  $  (651,490)
                                      ===========   ===========   ===========

Net income (loss) per General and
  Limited Partner Unit (based on
  weighted - average number of
  units outstanding)                  $    197.64   $      (.12)  $    (12.47)
                                      ===========   ===========   ===========

Increase (decrease) in net asset
  value per General and Limited
  Partner Unit                        $    210.83   $     13.75   $     (9.43)
                                      ===========   ===========   ===========

Number of weighted-average
  units outstanding                        46,185        52,207       52,245
                                      ===========   ===========   ==========


   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, 1996, 1995 and 1994



                                Total    Partners' Capital (Net Asset Value)
                              Number of  ------------------------------------
                                Units    General      Limited        Total
                              --------- ----------  -----------  ------------

Balances at
  January 1, 1994               53,144  $1,078,359  $ 99,341,520  $100,419,879

Net loss for the year                -      (4,907)     (646,583)     (651,490)

Additions                        5,551       6,000     9,989,188     9,995,188

Redemptions                     (8,081)          -   (14,502,095)  (14,502,095)

Syndication costs                    -         (60)      (99,892)      (99,952)
                                ------  ----------  ------------  ------------

Balances at
  December 31, 1994             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)

Syndication 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 of
  December 31, 1996             42,695  $1,208,324  $ 88,652,837  $ 89,861,161
                                ======  ==========  ============  ============

Net asset value per unit at
  December 31, 1994                     $ 1,880.14
                                        ==========
  December 31, 1995                     $ 1,893.89
                                        ==========
  December 31, 1996                     $ 2,104.72
                                        ==========

Percent of increase (decrease) in per unit net asset value
    1993 to 1994                           (0.50)%
                                           =======
    1994 to 1995                             0.73%
                                           =======
    1995 to 1996                            11.13%
                                           =======


   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 Exchange 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
     States 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 commodity
     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, commodity brokerage commissions and other trading fees
     are charged to expense when futures positions are opened.  The average
     "round-turn" fee paid during 1996 and 1995 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 Company places its cash with high credit quality financial
     institutions.  The Company's exposure to loss to cash placed with a bank
     (approximately $28,225 at December 31, 1996) 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.

NOTE B - DEPOSITS WITH BROKERS

The Partnership deposits funds with various commodity brokers to act as
clearing brokers subject to Commodity Futures Trading Commission and various
exchange regulations on minimum deposits.  Margin requirements are satisfied
by the deposits of U. S. Treasury bills and cash with such brokers.  The
Partnership earns interest income on the funds deposited with brokers.


                                      F-8



                ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                  NOTES TO FINANCIAL STATEMENTS - Continued



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, 1996,
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 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.)
Derivatives Clearing, Inc. (ING), the Partnership's primary commodity 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, 1996, 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, 1996, 1995 and 1994, were $905,191, $949,479 and $945,105,
respectively.  Total management fees earned by ProFutures, Inc. for the years
ended December 31, 1996, 1995 and 1994, were $2,718,343, $2,859,877 and
$2,846,702, 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).


                                      F-9



                 ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS - Continued



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.

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.


                                      F-10



                 ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS - Continued



NOTE G - TRADING ACTIVITIES AND RELATED RISKS - Continued

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 1996 and 1995 was approximately
$4,226,000 and $4,244,000, respectively and the related year end fair values
are approximately $1,208,000 and $5,500,000, respectively.

Net trading income from derivatives for the years ended December 31, 1996,
1995 and 1994 are reflected in the statement of operations and equals gain
from trading less brokerage commissions.  Such trading income reflects the
net gain 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, 1996 and
1995, the notional amount of open contracts is as follows:

                                                         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                                     4,500,000    99,400,000
    - Metals                                     5,600,000             -
                                            --------------  ------------
                                            $  676,400,000  $495,400,000
                                            ==============  ============


                                                         1995
                                            ----------------------------
                                              Contracts      Contracts
                                             to purchase      to sell
                                            --------------  ------------

Derivatives (excluding purchased options):
  Futures contracts and written
    options thereon:
    - Agriculture                           $   46,000,000  $ 17,600,000
    - Currency and currency
        indices                                 15,600,000    86,300,000
    - Energy                                    10,000,000     1,500,000
    - Equity indices                            26,700,000     4,500,000
    - Interest rates                           810,500,000    84,300,000
    - Metals                                    85,100,000    91,100,000
    - Other                                      1,000,000     3,600,000
  Forward contracts and written
    options thereon:
    - Currency                                   6,000,000     6,000,000

Purchased options on:
  Futures contracts:
    - Agriculture                                3,700,000       200,000
    - Currency and currency
        indices                                          -             -
    - Equity                                             -    11,600,000
    - Metals                                     4,300,000             -
                                            --------------  ------------
                                            $1,008,900,000  $306,700,000
                                            ==============  ============


                                      F-11



                ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                  NOTES TO FINANCIAL STATEMENTS - Continued



NOTE G - TRADING ACTIVITIES AND RELATED RISKS - Continued

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

Total Net Asset Value                                   $89,861,161
                                                        ===========

Number of
  participation units                                        42,695
                                                        ===========

Net Asset Value
  per unit                                              $  2,104.72
                                                        ===========


                                                 December 31,
                                         --------------------------
                                              1995          1994
                                          -----------   -----------

Total Net Asset Value                     $93,171,466   $95,161,530
                                          ===========   ===========

Number of
  participation units                          49,196        50,614
                                          ===========   ===========

Net Asset Value
  per unit                                $  1,893.89   $  1,880.14
                                          ===========   ===========


                                                 December 31,
                                         --------------------------
                                              1993          1992
                                          -----------   -----------

Total Net Asset Value                    $100,419,879   $51,670,514
                                         ============   ===========

Number of
  participation units                          53,144        29,134
                                         ============   ===========

Net Asset Value
  per unit                               $   1,889.57   $  1,773.56
                                         ============   ===========


                                      F-12



                ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                Years ended December 31, 1996, 1995 and 1994



        (A)                            (B)        (C1)        (C2)
                                                      Additions
                                     Balance   ----------------------
                                     at the     Charged
                                    beginning      to       Charged
                                     of the    costs and   to income
    Description                      period     expenses    accounts
---------------------             -----------   --------   ----------

December 31, 1996
-----------------
  Unrealized gain
    (loss) on open
    commodity futures/
    options contracts              $6,133,288   $      -   $        -
                                   ==========   ========   ==========

Unrealized gain on
  open forward contracts           $        -   $      -   $        -
                                   ==========   ========   ==========


December 31, 1995
-----------------
  Unrealized gain
    (loss) on open
    commodity futures/
    options contracts              $4,317,622   $      -   $1,815,666
                                   ==========   ========   ==========

Unrealized gain on
  open forward contracts           $  248,843   $      -   $        -
                                   ==========   ========   ==========


December 31, 1994
-----------------
  Unrealized gain
    (loss) on open
    commodity futures/
    options contracts              $6,374,388   $      -   $        -
                                   ==========   ========   ==========

Unrealized gain on
  open forward contracts           $        -   $      -   $  248,843
                                   ==========   ========   ==========


        (A)                                 (D)         (E)
                                        Deductions
                                        ----------    Balance
                                          Charged      at the
                                         to income       end
    Description                           accounts     period
---------------------                   ----------   ----------

December 31, 1996
-----------------
  Unrealized gain
    (loss) on open
    commodity futures/
    options contracts                   $4,280,980   $1,852,308
                                        ==========   ==========

Unrealized gain on
  open forward contracts                $        -   $        -
                                        ==========   ==========


December 31, 1995
-----------------
  Unrealized gain
    (loss) on open
    commodity futures/
    options contracts                   $        -   $6,133,288
                                        ==========   ==========

Unrealized gain on
  open forward contracts                $  248,843   $        -
                                        ==========   ==========

December 31, 1994
-----------------
  Unrealized gain
    (loss) on open
    commodity futures/
    options contracts                   $2,056,766   $4,317,622
                                        ==========   ==========

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