ATA RESEARCH PROFUTURES DIVERSIFIED FUND L P
10-Q, 1997-05-14
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 10-Q

X  Quarterly Report Under Section 13 or 15(d) of the
        Securities Exchange Act of 1934

For the Quarter Ended March 31, 1997
                      --------------

Commission File Number 0-16898
                       -------



ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
- ----------------------------------------------
(Exact name of registrant)


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

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

Yes  X      
No       



PART I - FINANCIAL INFORMATION



Item 1.   Financial Statements.


           ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                 STATEMENTS OF FINANCIAL CONDITION
     March 31, 1997 (Unaudited) and December 31, 1996 (Audited)
                            -----------

                                           March 31,     December 31,
                                             1997           1996
                                             ----           ----
ASSETS
  Cash and cash equivalents              $70,569,385     $75,180,978
  Unrealized gain on open forward
    contracts                                 73,777          73,191
                                         -----------     -----------
                                          70,643,162      75,254,169
                                         -----------     -----------
  Equity in broker trading accounts
    Cash                                  17,994,760      16,147,869
    Net option premiums (received)          (305,524)       (644,260)
    Unrealized gain on open contracts      7,108,723       1,779,117
                                         -----------     -----------
            Deposits with brokers         24,797,959      17,282,726
                                         -----------     -----------
            Total assets                 $95,441,121     $92,536,895
                                         ===========     ===========

LIABILITIES
  Accounts payable                       $    13,853     $     6,795
  Commissions and other trading fees
        on open contracts                    167,745         136,720
  Incentive fees payable                   1,402,149       1,554,800
  Management fees payable                    533,158         529,837
  Redemptions payable                        384,954         447,582
                                         -----------     -----------
            Total liabilities              2,501,859       2,675,734
                                         -----------     -----------
PARTNERS' CAPITAL (Net Asset Value)
  General Partners - 574 units
        outstanding at March 31, 1997
        and December 31, 1996              1,272,135       1,208,324
  Limited Partners - 41,369 and
        42,121 units outstanding
        at March 31, 1997 and
        December 31, 1996                 91,667,127      88,652,837
                                         -----------     -----------
            Total partners' capital
             (Net Asset Value)            92,939,262      89,861,161
                                         -----------     -----------
                                         $95,441,121     $92,536,895
                                         ===========     ===========



                         See accompanying notes.




             ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                        STATEMENTS OF OPERATIONS
           For the Three Months Ended March 31, 1997 and 1996
                               (Unaudited)
                               -----------

                                              Three Months Ended
                                                  March 31,
                                           1997              1996
                                           ----              ----
INCOME
Trading gains (losses)
  Realized                             $ 1,668,865       $ 1,584,199
  Change in unrealized                   5,330,192        (2,874,755)
                                       -----------       -----------
     Gain (loss) from trading            6,999,057        (1,290,556)

  Interest income                        1,221,458         1,239,841
                                       -----------       -----------
     Total income (loss)                 8,220,515           (50,715)
                                       -----------       -----------
EXPENSES
  Brokerage commissions                    848,022           620,071
  Management fees                        1,152,521         1,105,274
  Incentive fees                         1,402,149           350,253
  Operating expenses                       105,590           130,855
                                       -----------       -----------
     Total expenses                      3,508,282         2,206,453
                                       -----------       -----------
     NET INCOME (LOSS)                 $ 4,712,233       $(2,257,168)
                                       ===========       ===========

NET INCOME (LOSS) PER GENERAL AND
  LIMITED PARTNER UNIT
  (based on weighted average number
  of units outstanding during the
  period)                              $    111.16       $    (46.13)
                                       ===========       ===========

INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED
  PARTNER UNIT                         $    111.15       $    (46.18)
                                       ===========       ===========



                        See accompanying notes.



<TABLE>

            ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
     STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
          For the Three Months Ended March 31, 1997 and 1996
                             (Unaudited)
                             -----------
<CAPTION>

                    General              Limited
                    Partners             Partners                Total
               -----------------   --------------------   --------------------
               Units    Amount     Units       Amount     Units      Amount
<S>            <C>      <C>        <C>         <C>        <C>        <C>
Balances
 at
 December 31,
 1996           574   $1,208,324   42,121   $88,652,837   42,695   $89,861,161
Net income
 for the
 three months
 ended
 March 31,
 1997                     63,811              4,648,422              4,712,233
Redemptions       0            0     (752)   (1,634,132)    (752)   (1,634,132)
                ---   ----------   ------   -----------   ------   -----------
Balances
 at
 March 31,
 1997           574   $1,272,135   41,369   $91,667,127   41,943   $92,939,262
                ===   ==========   ======   ===========   ======   ===========

Balances
 at
 December 31,
 1995           574   $1,087,286   48,622   $92,084,180   49,196   $93,171,466
Net (loss)
 for the
 three months
 ended
 March 31,
 1996                    (26,512)            (2,230,656)            (2,257,168)
Redemptions       0            0   (1,303)   (2,422,898)  (1,303)   (2,422,898)
                ---   ----------   ------   -----------   ------   -----------
Balances
 at
 March 31,
 1996           574   $1,060,774   47,319   $87,430,626   47,893   $88,491,400
                ===   ==========   ======   ===========   ======   ===========

Net asset value
 per unit at
  December 31, 1995                         $  1,893.89
                                            ===========
  March 31, 1996                            $  1,847.71
                                            ===========
  December 31, 1996                         $  2,104.72
                                            ===========
  March 31, 1997                            $  2,215.87
                                            ===========
</TABLE>



                          See accompanying notes.



              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                       NOTES TO FINANCIAL STATEMENTS
                               (Unaudited)
                               -----------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.  General Description of the Partnership

             ATA Research/ProFutures Diversified Fund, L.P. (the Partnership)
             is a Delaware limited partnership which operates as a commodity
             investment pool.

         B.  Regulation

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

         C.  Method of Reporting

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

         D.  Cash and Cash Equivalents

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

         E.  Brokerage Commissions

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



              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



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

         F.  Income Taxes

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

         G.  Foreign Currency Transactions

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

Note 2.  GENERAL PARTNERS

         The General Partners of the Partnership are ATA Research, Inc. and
         ProFutures, Inc., which conduct and manage the business of the
         Partnership.  The Agreement of Limited Partnership requires the
         General Partners to contribute to the Partnership an amount in
         the aggregate equal to the greater of $100,000 or 1% of the
         aggregate initial capitalization of the Partnership.  As of
         March 31, 1997, the General Partners and their principals have
         contributed $926,500 to the Partnership.



              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               (Unaudited)
                               -----------



Note 2.  GENERAL PARTNERS (CONTINUED)

         The Agreement of Limited Partnership also requires that the General
         Partners maintain in the aggregate a net worth not less than the
         sum of (i) the lesser of $250,000 or 15% of the aggregate capital
         contributions of any limited partnerships for which they act as a
         General Partner if such contributions are equal to or less than
         $2,500,000 and (ii) 10% of the aggregate capital contributions of
         any limited partnerships for which they shall act as a general
         partner if such contributions exceed $2,500,000.  ProFutures, Inc.
         has callable subscription agreements with Internationale Nederlanden
         (U.S.) Derivatives Clearing, Inc. (ING), the Partnership's
         primary broker, whereby ING agrees to purchase or subscribe to
         (up to $19,000,090) the number of shares of common stock of
         ProFutures, Inc. necessary to maintain the General Partner net
         worth requirements.

         A monthly management fee is paid by the Partnership to each General
         Partner.  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 three
         months ended March 31, 1997 and 1996 were $233,330 and $228,489,
         respectively.  Total management fees earned by ProFutures, Inc. for
         the three months ended March 31, 1997 and 1996 were $669,991 and
         $688,218, respectively.

Note 3.  COMMODITY TRADING ADVISORS

         The Partnership has trading advisory contracts with several unrelated
         commodity trading advisors, pursuant to which the Partnership pays
         selected advisors a quarterly incentive ranging from 20% to 29% of
         excess cumulative Trading Profits (as defined in the trading advisory
         contracts) and a management fee ranging from 0% to 2.8% annually of
         Allocated Net Asset Value (as defined) on that portion of the
         Partnership's assets which they direct.

Note 4.  DEPOSITS WITH BROKERS

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

Note 5.  SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

         Investments in the Partnership are made by subscription agreement,
         subject to acceptance by the General Partners.  The Partnership's
         offering of Units of Limited Partnership Interest terminated on
         April 30, 1995.



              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               (Unaudited)
                               -----------



Note 5.  SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS (CONTINUED)

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

Note 6.  TRADING ACTIVITIES AND RELATED RISKS

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

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

         The Partnership deposits assets with brokers and dealers in securities
         and other financial institutions in connection with its trading of
         forward contracts and its cash management activities.  In the event
         of a financial institution's insolvency, recovery of Partnership
         assets on deposit may be limited to account insurance or other
         protection afforded such deposits.  In the normal course of business,
         the Partnership does not require collateral from such financial
         institutions.  Since forward contracts and options thereon are traded
         in unregulated markets between principals, the Partnership also
         assumes the risk of loss from counterparty nonperformance.

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



              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 6.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

         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 the three
         months ended March 31, 1997 and 1996 was approximately $3,618,000 and
         $3,757,000, respectively, and the fair value as of March 31, 1997 and
         December 31, 1996 is approximately $6,877,000 and $1,208,000,
         respectively.

         Net trading results from derivatives for the three months ended
         March 31, 1997 and 1996 are reflected in the statement of operations
         and equal gain (loss) from trading less brokerage commissions.  Such
         trading results reflect the net gain (loss) arising from the
         Partnership's speculative trading of 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
         March 31, 1997 and December 31, 1996, the notional amount of open
         contracts is as follows:

                                March 31,                   December 31,
                                  1997                          1996
                       ----------------------------  --------------------------
                       Contracts to   Contracts to   Contracts to  Contracts to
                         Purchase         Sell         Purchase        Sell
                       ------------  --------------  ------------  ------------

Derivatives (excluding
 purchased options):
  Futures contracts
   and written options
   thereon:
    - Agriculture      $ 71,100,000  $   53,700,000  $ 44,800,000  $ 22,900,000
    - Currency and
        currency
        indices          50,000,000      30,300,000    27,200,000    53,400,000
    - Energy              2,000,000       4,700,000     3,400,000     3,900,000
    - Equity indices     66,000,000      59,200,000   121,300,000   104,200,000
    - Interest rates     82,700,000     874,800,000   398,600,000   138,500,000
    - Metals             72,400,000      49,400,000    51,700,000    68,400,000
    - Other                       0       2,300,000     3,000,000             0
  Forward Contracts
    and written options
    thereon:
    - Currency            4,300,000       4,400,000     4,700,000     4,700,000

Purchased options on:
  Futures Contracts:
    - Agriculture        22,200,000         200,000     3,600,000             0
    - Currency and
       currency
       indices           13,100,000               0     8,000,000             0
    - Interest rates      3,600,000               0             0             0
    - Metals                      0       2,500,000     5,600,000             0
    - Equity indices              0               0     4,500,000    99,400,000
                       ------------  --------------  ------------  ------------

                       $387,400,000  $1,081,500,000  $676,400,000  $495,400,000
                       ============  ==============  ============  ============



              ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 6.  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.



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

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

     B.   CAPITAL RESOURCES:  The Registrant has filed several
          Registration Statements with the Securities and Exchange
          Commission for the sale of Units of Limited Partnership
          Interest.  The latest offering of $38,547,364 of Units
          became effective 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 March 31, 1997, 41,942.6197 Units are outstanding,
          including 574.1020 General Partner Units, with an aggregate
          Net Asset Value of $92,939,262 ($2,215.87 per Unit).

     C.   RESULTS OF OPERATIONS:  The Registrant commenced commodity
          trading during August, 1987.  For the years ended December 31,
          1994, 1995 and 1996, the Registrant realized net income (loss)
          of $(651,490), $(6,415) and $9,128,038, respectively.  For the
          three months ended March 31, 1997 the Registrant had net income
          of $4,712,233, as compared to a net loss of $2,257,168 for the
          three months ended March 31, 1996.

          The Fund's gains for the quarter ended March 31, 1997 resulted
          from significant January gains in the foreign currency
          markets, as well as February gains in the energy, metal and
          grain markets and March gains in grain, equity indices and
          interest rate markets.  These gains were slightly reduced by
          losses in the month of January in the non-U.S. interest rate
          markets, February losses in non-U.S. equity indices and March
          losses in the foreign currency, metals and energy markets.

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

          There are no unusual or infrequent events which materially affected
          the Registrant's operations.

          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.

          Due to the speculative nature of trading commodity interests,
          the Registrant's income or loss from operations may vary widely
          from month to month and year to year.

     D.   POSSIBLE CHANGES:  The General Partners reserve the right to 
          terminate some and/or engage additional trading advisors or change
          any of the Registrant's clearing arrangements.



PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in Securities.

          None.

Item 3.   Defaults Upon Senior Securities.

          Not Applicable.

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

          None.

Item 5.   Other Information.

          None.

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

          There were no reports filed on Form 8-K.

          Exhibits filed herewith:

          Post-Effective Amendment No. 3 to Registration Statement
          No. 33-53324 was filed on June 23, 1995 to deregister $20,721,920
          of Units of Limited Partnership Interest which remained unsold
          upon expiration of this offering is incorporated herein by
          reference.



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)



                             Aladin T. Abughazaleh, President
                             ATA Research Inc., General Partner
                             ATA Research/ProFutures Diversified Fund, L.P.



                            Gary D. Halbert, President
                            ProFutures, Inc., General Partner
                            ATA Research/ProFutures Diversified Fund, L.P.




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                     <C>
<PERIOD-TYPE>           3-MOS
<FISCAL-YEAR-END>                   DEC-31-1997
<PERIOD-END>                        MAR-31-1997
<CASH>                               70,569,385
<SECURITIES>                                  0
<RECEIVABLES>                                 0
<ALLOWANCES>                                  0
<INVENTORY>                                   0
<CURRENT-ASSETS>                     95,441,121
<PP&E>                                        0
<DEPRECIATION>                                0
<TOTAL-ASSETS>                       95,441,121
<CURRENT-LIABILITIES>                 2,501,859
<BONDS>                                       0
<COMMON>                                      0
                         0
                                   0
<OTHER-SE>                                    0
<TOTAL-LIABILITY-AND-EQUITY>         95,441,121
<SALES>                                       0
<TOTAL-REVENUES>                      8,220,515
<CGS>                                         0
<TOTAL-COSTS>                                 0
<OTHER-EXPENSES>                      3,508,282
<LOSS-PROVISION>                              0
<INTEREST-EXPENSE>                            0
<INCOME-PRETAX>                       4,712,233
<INCOME-TAX>                                  0
<INCOME-CONTINUING>                   4,712,233
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                          4,712,233
<EPS-PRIMARY>                               111.16
<EPS-DILUTED>                               111.16
        

</TABLE>


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