ATA RESEARCH PROFUTURES DIVERSIFIED FUND L P
POS AM, 1995-06-23
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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As filed with the Securities and Exchange Commission on June 23, 1995.

                                           Registration No. 33-65596

- -----------------------------------------------------------------------

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                  ----------------------------------

     POST-EFFECTIVE AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT
                               ON FORM S-1
                    UNDER THE SECURITIES ACT OF 1933

                  ----------------------------------

            ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
        (Exact name of registrant as specified in its charter)

    Delaware                    6793                  75-2197831
- ----------------        -------------------     ----------------------
(State or Other         (Primary Standard       (IRS Employer Identi-
Jurisdiction of         Industrial Classi-         fication Number)
Incorporation or         fication Number)
Organization)
                  ----------------------------------

                    107 Highway 620 South -- #30F
                         Austin, Texas  78734
                            (512) 263-3800
                                 and
                                 ---

              5910 N. Central Expressway -- Suite 1520
                         Dallas, Texas  75206
                             (214) 891-6200

     (Address, including zip code and telephone number, including
         area code, of registrant's principal executive offices)
                  ----------------------------------

Gary D. Halbert, President     Aladin T. Abughazaleh, President
ProFutures, Inc.               ATA Research, Inc.
107 Highway 620 South--#30F    5910 N. Central Expressway -- Suite 1520
Austin, Texas  78734           Dallas, Texas  75206
(512) 263-3800                 (214) 891-6200

           (Name, address, including zip code and telephone
           number, including area code, of agents for service)

                  ----------------------------------
                               Copy To:

                         John K. Gray, Esq.
                        Carl N. Duncan, Esq.
                 Bayh, Connaughton & Malone, P.C.
            5910 North Central Expressway -- Suite 1000
                        Dallas, Texas 75206
                          (214) 891-6352


Pursuant to Rule 429, this Post Effective Amendment No. 3 to the 
Registration Statement, also relates to and constitutes a Post-Effective 
Amendment No. 4 to Registration Statement No. 33-53324 which became 
effective November 30, 1992.

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

          ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
   POST-EFFECTIVE AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT

    The sole purpose of this Post-Effective Amendment No. 3 is to 
deregister $20,721,920 of Units of Limited Partnership Interest 
("Units") of ATA Research/ProFutures Diversified Fund, L.P. (the "Fund") 
which remained unsold upon termination of the offering of Units which 
had been registered under the Securities Act of 1933, as amended.

    The Fund is a commodity pool which, in the course of its offering, 
sold its Units at a selling price based on the Fund's month-end Net 
Asset Value per Unit (plus administrative charge).  The Fund began 
offering $50,000,000 of Units on November 30, 1992 pursuant to its 
October 14, 1992 Registration Statement on Form S-1 (SEC File No. 33-
53324) and the Pre-Effective Amendment No. 1 thereto filed November 17, 
1992 (the "November 1992 Registration Statement").  Subsequently, Fund 
continued the offering and registered an additional $50,000,000 of Units 
pursuant to its July 2, 1993 Registration Statement on Form S-1 (SEC 
File No. 33-65596), the Pre-Effective Amendment No. 1 thereto filed 
August 16, 1993 (the "August 1993 Registration Statement"), the Post-
Effective Amendment No. 1 thereto filed May 2, 1994 (the "May 1994 
Registration Statement") and Post-Effective Amendment No. 2 thereto 
filed June 30, 1994 (the "June 1994 Registration Statement") (the 
balance of Units available for sale at that time was $49,454,011).  The 
Fund disclosed in the June 1994 Registration Statement that, pursuant to 
Rule 429, that such Registration Statement related to and constituted 
(i) Post-Effective Amendment No. 2 to the August 1993 Registration 
Statement (effective August 30, 1993) and (ii) Post-Effective Amendment 
No. 3 to the November 1992 Registration Statement (effective November 
30, 1992).  The offering of Units expired by its terms on April 30, 
1995, within the time period of the Order of Effectiveness, dated as of 
July 29, 1994.  Accordingly, the information included herein is for the 
entire period beginning November 30, 1992 through April 30, 1995.

                             SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-1 and has duly caused 
this Post-Effective Amendment No. 3 to the Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in 
the respective Cities of Dallas and Austin, State of Texas, on the 19th 
day of June, 1994.

             ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.

             By:  ATA Research, Inc., a co-General Partner


                  By:  /S/  Aladin T. Abughazaleh
                       ----------------------------------
                       Aladin T. Abughazaleh, President


             By:  ProFutures, Inc., a co-General Partner

                  By:  /S/  Gary D. Halbert
                       ----------------------------------
                       Gary D. Halbert, President


    Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Post-Effective Amendment No. 3 to the Registration 
Statement has been signed below by the following persons in their 
respective capacities as officers and directors of ATA Research, Inc. 
and ProFutures, Inc., the General Partners of the Registrant, on the 
date indicated.

Signature                        Title                   Date
- ---------                        -----                   ----

/S/ Aladin T. Abughazaleh    ATA Research, Inc.:     June 19, 1995
- -------------------------
Aladin T. Abughazaleh        Sole Director, 
                             President, Chief 
                             Executive Officer,
                             Chief Financial Officer,
                             Secretary and Treasurer


/S/ Marte W. Anderson        ATA Research, Inc.:     June 19, 1995
- -------------------------
Marte W. Anderson            Senior Vice President


/S/ Gary D. Halbert          ProFutures, Inc.:       June 19, 1995
- -------------------------
Gary D. Halbert              President, Chief
                             Executive Officer
                               and Director


/S/ Debi B. Halbert          ProFutures, Inc.:       June 19, 1995
- -------------------------
Debi B. Halbert              Treasurer, Chief
                             Financial Officer
                               and Director


/S/ Patrick W. Watson        ProFutures, Inc.:       June 19, 1995
- -------------------------
Patrick W. Watson            Vice President




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