ATA RESEARCH PROFUTURES DIVERSIFIED FUND L P
10-Q, 1999-11-09
REAL ESTATE INVESTMENT TRUSTS
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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 September 30, 1999
                      ------------------

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.
8144 Walnut Hill Lane                           11612 Bee Cave Road
Suite 300                                       Suite 100
Dallas, Texas  75231                            Austin, Texas  78733
- --------------------------                      --------------------
(Address of principal executive offices)

Registrant's telephone numbers
(214) 346-4900                                  (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
   September 30, 1999 (Unaudited) and December 31, 1998 (Audited)
                            -----------

                                         September 30,   December 31,
                                             1999           1998
                                             ----           ----
ASSETS
  Equity in broker trading accounts
    Cash                                 $70,953,689     $19,438,737
    Net option premiums (received)           (47,079)       (954,350)
    Unrealized gain on open contracts      6,863,320         933,131
                                         -----------     -----------

            Deposits with brokers         77,769,930      19,417,518
                                         -----------     -----------

  Cash and cash equivalents                    1,446      69,406,640
                                         -----------     -----------

            Total assets                 $77,771,376     $88,824,158
                                         ===========     ===========

LIABILITIES
  Accounts payable                       $     4,449     $     7,914
  Commissions and other trading fees
        on open contracts                     78,356          71,578
  Incentive fees payable                     231,619       1,743,052
  Management fees payable                    496,743         544,769
  Redemptions payable                        814,772         900,346
                                         -----------     -----------
            Total liabilities              1,625,939       3,267,659
                                         -----------     -----------
PARTNERS' CAPITAL (Net Asset Value)
  General Partners - 428 and 434 units
        outstanding at September 30, 1999
        and December 31, 1998              1,097,124       1,111,029
  Limited Partners - 29,247 and
        32,993 units outstanding
        at September 30, 1999 and
        December 31, 1998                 75,048,313      84,445,470
                                         -----------     -----------
            Total partners' capital
             (Net Asset Value)            76,145,437      85,556,499
                                         -----------     -----------
                                         $77,771,376     $88,824,158
                                         ===========     ===========


                         See accompanying notes.



             ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                        STATEMENTS OF OPERATIONS
         For the Nine Months Ended September 30, 1999 and 1998
                               (Unaudited)
                               -----------

                                              Nine Months Ended
                                                September 30,
                                           1999              1998
                                           ----              ----
INCOME
Trading gains (losses)
  Realized                             $(1,885,175)      $ 8,467,156
  Change in unrealized                   5,930,189         2,496,502
                                       -----------       -----------
     Gain from trading                   4,045,014        10,963,658

  Interest income                        2,673,650         3,219,836
                                       -----------       -----------
     Total income                        6,718,664        14,183,494
                                       -----------       -----------
EXPENSES
  Brokerage commissions                  1,956,622         2,725,782
  Management fees                        3,176,581         3,180,773
  Incentive fees                         1,235,526         2,612,675
  Operating expenses                       157,888           250,907
                                       -----------       -----------
     Total expenses                      6,526,617         8,770,137
                                       -----------       -----------
     NET INCOME                        $   192,047       $ 5,413,357
                                       ===========       ===========

NET INCOME PER GENERAL AND LIMITED
  PARTNER UNIT
  (based on weighted average number
  of units outstanding during the
  period of 31,662 and 36,726,
  respectively)                        $      6.07       $    147.40
                                       ===========       ===========

INCREASE IN NET ASSET VALUE PER
  GENERAL AND LIMITED PARTNER UNIT     $      6.51       $    167.91
                                       ===========       ===========


                        See accompanying notes.



             ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
                        STATEMENTS OF OPERATIONS
         For the Three Months Ended September 30, 1999 and 1998
                               (Unaudited)
                               -----------

                                             Three Months Ended
                                                September 30,
                                           1999              1998
                                           ----              ----
INCOME
Trading gains (losses)
  Realized                             $(4,532,879)      $ 8,881,165
  Change in unrealized                   3,174,877         5,446,142
                                       -----------       -----------
     Gain (loss) from trading           (1,358,002)       14,327,307

  Interest income                          866,753         1,001,288
                                       -----------       -----------
     Total income (loss)                  (491,249)       15,328,595
                                       -----------       -----------
EXPENSES
  Brokerage commissions                    613,276           761,363
  Management fees                        1,008,165         1,047,495
  Incentive fees                           231,620         1,622,922
  Operating expenses                        35,758            71,743
                                       -----------       -----------
     Total expenses                      1,888,819         3,503,523
                                       -----------       -----------
     NET INCOME (LOSS)                 $(2,380,068)      $11,825,072
                                       ===========       ===========

NET INCOME (LOSS) PER GENERAL AND
  LIMITED PARTNER UNIT
  (based on weighted average number
  of units outstanding during the
  period of 30,306 and 35,185,
  respectively)                        $    (78.53)      $    336.08
                                       ===========       ===========

INCREASE (DECREASE) IN NET ASSET
  VALUE PER GENERAL AND LIMITED
  PARTNER UNIT                         $    (76.37)      $    339.87
                                       ===========       ===========


                        See accompanying notes.

<TABLE>

            ATA RESEARCH/PROFUTURES DIVERSIFIED FUND, L.P.
     STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
        For the Nine Months Ended September 30, 1999 and 1998
                             (Unaudited)
                             -----------
<CAPTION>

                  General              Limited
                  Partners             Partners                Total
             -----------------   --------------------   --------------------
             Units    Amount     Units       Amount     Units      Amount
<S>          <C>      <C>        <C>         <C>        <C>        <C>

Balances
 at
 December 31,
 1998         434   $1,111,029   32,993   $84,445,470   33,427   $85,556,499
Net income
 for the
 nine months
 ended
 September 30,
 1999                    2,206                189,841                192,047
Redemptions    (6)     (16,111)  (3,746)   (9,586,998)  (3,752)   (9,603,109)
             ----   ----------   ------   -----------   ------   -----------
Balances
 at
 September 30,
 1999         428   $1,097,124   29,247   $75,048,313   29,675   $76,145,437
             ====   ==========   ======   ===========   ======   ===========

Balances
 at
 December 31,
 1997         574   $1,328,151   37,927   $87,741,893   38,501   $89,070,044
Net income
 for the
 nine months
 ended
 September 30,
 1998                   96,397              5,316,960              5,413,357
Redemptions     0            0   (4,218)   (9,416,080)  (4,218)   (9,416,080)
             ----   ----------   ------   -----------   ------   -----------
Balances
 at
 September 30,
 1998         574   $1,424,548   33,709   $83,642,773   34,283   $85,067,321
             ====   ==========   ======   ===========   ======   ===========

Net asset value
 per unit at
  December 31, 1997                       $  2,313.44
                                          ===========
  September 30, 1998                      $  2,481.35
                                          ===========
  December 31, 1998                       $  2,559.49
                                          ===========
  September 30, 1999                      $  2,566.00
                                          ===========
</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.  The Partnership's objective is to achieve appreciation of its
         assets through the trading of futures contracts and other financial
         instruments.

     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.
         Transactions are accounted for on the trade date.  Gains or losses
         are realized when contracts are liquidated.  Unrealized gains or
         losses on open contracts (the difference between contract purchase
         price and market price) are reported in the statement of financial
         condition as a net gain or loss, as there exists a right of offset of
         unrealized gains or losses 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.

         For purposes of both financial reporting and calculation of
         redemption value, Net Asset Value per Unit is calculated by dividing
         Net Asset Value by the number of outstanding Units.

     D.  Cash and Cash Equivalents

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



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



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

     E.  Brokerage Commissions

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

     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.

     H.  Interim Financial Statements

         In the opinion of management, the unaudited interim financial
         statements reflect all adjustments, which were of a normal and
         recurring nature, necessary for a fair presentation of financial
         position as of September 30, 1999, and the results of operations
         for the nine and three months ended September 30, 1999 and 1998.

Note 2.  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 requires the
         General Partners to contribute to the Partnership an amount in the
         aggregate equal to at least the greater of (i) 3% of the aggregate
         initial capital contributions of all partners or $100,000, whichever
         is less, or (ii) 1% of the aggregate initial capital contributions of
         all partners.  As of September 30, 1999, approximately $737,000 has
         been contributed to the Partnership by the General Partners and their
         principals.

         The Agreement of Limited Partnership also requires that the General
         Partners maintain in the aggregate a net worth at least equal to
         (i) the lesser of $250,000 or 15% of the aggregate initial capital
         contributions of any limited partnerships for which they act as
         general partners and which are capitalized at less than $2,500,000;
         and (ii) 10% of the aggregate initial capital contributions of any
         limited partnerships for which they act as general partners and which
         are capitalized at greater than $2,500,000.



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



Note 2.  GENERAL PARTNERS (CONTINUED)
         ----------------------------

         ProFutures, Inc. has callable subscription agreements with
         Internationale Nederlanden (U.S.) Securities, Futures & Options, Inc.
         (ING), the Partnership's primary broker, whereby ING has subscribed
         to purchase (up to $14,000,017) the number of shares of common stock
         of ProFutures, Inc. necessary to maintain the General Partners' 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 nine months
         ended September 30, 1999 and 1998 were $609,924 and $627,673,
         respectively, and for the three months ended September 30, 1999 and
         1998 were $192,230 and $204,084, respectively.  Total management fees
         earned by ProFutures, Inc. for the nine months ended September 30,
         1999 and 1998 were $1,829,771 and $1,883,019, respectively, and for
         the three months ended September 30, 1999 and 1998 were $576,691 and
         $612,252, respectively.

Note 3.  COMMODITY TRADING ADVISORS
         --------------------------

         The Partnership has trading advisory contracts with several unrelated
         commodity trading advisors to furnish management investment services
         to the Partnership.  Certain advisors receive management fees ranging
         from 1% to 2% annually of Allocated Net Asset Value (as defined in
         the trading advisory contracts).  In addition, the trading advisors
         receive quarterly incentive fees ranging from 20% to 27.5% of Trading
         Profits (as defined).

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 assets deposited with the brokers.

Note 5.  SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS
         --------------------------------------------

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

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



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



Note 6.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
         ------------------------------------------------

         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 has a substantial portion of its assets on deposit
         with financial institutions in connection with its cash management
         activities.  In the event of a financial institution's insolvency,
         recovery of Partnership assets on deposit may be limited to account
         insurance or other protection afforded such deposits.  In the normal
         course of business, the Partnership does not require collateral from
         such financial institutions.

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

         The fair value of derivatives represents unrealized gains and losses
         on open futures contracts and long and short options at market value.
         The average fair values of derivatives for the nine months ended
         September 30, 1999 and 1998 are approximately $3,170,000 and
         $2,380,000, respectively, and the related fair values as of
         September 30, 1999 and December 31, 1998 are approximately $6,800,000
         and $(21,000), respectively.

         Net trading results from derivatives for the nine and three months
         ended September 30, 1999 and 1998 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 derivatives.



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



Note 6.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
         ------------------------------------------------

         Open contracts generally mature within one year, however, the
         Partnership intends to close all contracts prior to maturity.  At
         September 30, 1999 and December 31, 1998, the notional amount of
         open contracts is as follows:

                            September 30,                December 31,
                                1999                        1998
                     --------------------------  --------------------------
                     Contracts to  Contracts to  Contracts to  Contracts to
                       Purchase         Sell       Purchase        Sell
                     ------------  ------------  ------------  ------------

Derivatives (excluding
 purchased options):
  Futures contracts
   and written options
   thereon:
    - Agriculture    $  3,300,000  $  5,300,000  $ 19,300,000  $ 25,900,000
    - Currency and
        currency
        indices       159,000,000    34,400,000    34,350,000   133,100,000
    - Energy           18,400,000     1,900,000     1,100,000     2,900,000
    - Equity indices   25,200,000   197,800,000    75,700,000    99,700,000
    - Interest rates   72,200,000    71,200,000   279,700,000    61,300,000
    - Metals           55,100,000    16,000,000     5,750,000    14,000,000
    - Other                     0        50,000        50,000             0

Purchased options on
  futures contracts:
    - Agriculture               0             0     2,700,000             0
    - Currency and
        currency
        indices         7,100,000             0             0             0
    - Energy                    0             0       550,000             0
    - Metals            6,200,000    14,200,000             0             0
                     ------------  ------------  ------------  ------------

                     $346,500,000  $340,850,000  $419,200,000  $336,900,000
                     ============  ============  ============  ============


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

         The General Partners have established procedures to actively monitor
         market risk and minimize credit risk, although there can be no
         assurance that they will, in fact, succeed in doing so.  The General
         Partners' basic market risk control procedures consist of
         continuously monitoring the trading activity of the various trading
         advisors, with the actual market risk controls being applied by the
         advisors themselves.  The General Partners seek to minimize credit
         risk primarily by depositing and maintaining the Partnership's assets
         at financial institutions and brokers which the General Partners
         believe to be creditworthy.  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:  Substantially all of the Partnership's assets are highly
         liquid, such as cash or cash equivalents, open futures and option
         contracts and other financial instruments.  It is possible that
         extreme market conditions or daily price fluctuation limits at
         certain exchanges could adversely affect the liquidity of open
         futures and option contracts.

     B.  CAPITAL RESOURCES:  Since the Partnership's business is the purchase
         and sale of various commodity interests, it will make few, if any,
         capital expenditures.

         As of September 30, 1999, 29,674.7742 Units are outstanding, including
         427.5619 General Partner Units, with an aggregate Net Asset Value of
         $76,145,437 ($2,566.00 per Unit).  This represents a decrease in
         Net Asset Value of $9,411,062 compared with December 31, 1998.  The
         decrease primarily relates to redemptions of limited partner units.

         The Partnership's offering of Units of Limited Partnership Interest
         terminated in 1995.

     C.  RESULTS OF OPERATIONS:

         The Partnership's net income (loss) for the nine months ended
         September 30, 1999 and 1998 consisted of the following:

                                                       1999          1998
                                                       ----          ----

            Three months ended March 31            $   452,250   $  (529,659)
            Three months ended June 30               2,119,865    (5,882,056)
            Three months ended September 30         (2,380,068)   11,825,072
                                                   -----------   -----------

                 Nine months ended September 30    $   192,047   $ 5,413,357
                                                   ===========   ===========

         The Partnership's trading losses for the three months ended
         September 30, 1999 resulted from losses in the agricultural,
         equity indices, foreign currency and interest rate markets and
         were reduced by gains in the energy and metals markets.

         For the nine months ended September 30, 1999, the net trading
         gains resulted primarily from gains in the energy, interest rate
         and metals markets and were reduced by losses in the agricultural
         and foreign currency markets.

         The Partnership's trading gain for the three months ended
         September 30, 1998 resulted primarily from gains in the interest
         rate markets.

         For the nine months ended September 30, 1998, the Partnership had
         net trading gains primarily from income in the interest rate
         markets which were reduced by losses in the agricultural, equity
         indices and metals markets.

         The means by which the General Partners and the Advisors attempt to
         manage the risk of the Partnership's open positions is essentially
         the same in all market categories traded.  The General Partners
         attempt to manage market exposure by (i) diversifying the
         Partnership's assets among different Advisors whose strategies focus
         on different market sectors and trading approaches, and (ii)
         monitoring the Partnership's actual market exposures on a daily
         basis and reallocating assets away from Advisors, as necessary, if
         an over-concentration develops and persists in any one market sector
         or market sensitive commodity interest.  Each Advisor applies its
         own risk management policies to its trading.  These Advisor policies
         generally limit the total exposure that may be taken per "risk unit"
         of assets under management.  In addition, many Advisors follow
         diversification guidelines (often formulated in terms of the maximum
         margin which they will commit to positions in any one contract or
         group of related contracts), as well as imposing "stop-loss" points
         at which open positions must be closed out.  Certain Advisors treat
         their risk control policies as strict rules; others only as general
         guidelines for controlling risk.

         Due to the speculative nature of trading commodity interests,
         the Partnership's income or loss from operations may vary widely
         from period to period.  Management cannot predict whether the
         Partnership's future Net Asset Value per Unit will increase or
         experience a decline.  Inflation is not a significant factor in the
         Partnership's operations, except to the extent that inflation may
         affect future prices.

         PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

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

     E.  The Year 2000 Problem:

         Many existing computer systems use only two digits to refer to a
         year.  This technique can cause the systems to treat the year 2000 as
         1900, an effect commonly known as the "Year 2000 Problem."  The
         Partnership, like other financial and business organizations, depends
         on the smooth functioning of computer systems and could be adversely
         affected if the computer systems on which it relies do not properly
         process and calculate date-related information concerning dates on or
         after January 1, 2000.

         The General Partners administer the business of the Partnership
         through various systems and processes maintained by the General
         Partners.  The General Partners' modifications for Year 2000
         compliance are proceeding according to plan and were substantially
         completed by September 1999.  Additional testing is scheduled to take
         place during the remainder of 1999.  Costs of this testing were
         included in previously approved budgets of the General Partners and
         future Year 2000 expenses are expected to be negligible.  These
         expenditures are not expected to have a material adverse impact on
         the General Partners' financial position, results of operations or
         cash flows in future periods.  The General Partners have and will
         continue to devote the necessary resources to address any remaining
         Year 2000 issues in a timely manner.  The Partnership itself has no
         systems or information technology applications relevant to its
         operations and, thus, has no expenses related to addressing the Year
         2000 Problem.

         In addition to the General Partners, the Partnership is dependent on
         the capability of the Advisors, the various commodity exchanges, the
         brokers, and other third parties with whom the Partnership has
         material relationships to prepare adequately for the Year 2000
         Problem and its impact on their systems and processes.  The General
         Partners will monitor the Partnership's direct service providers, and
         may, where deemed appropriate, seek assurances from such service
         providers that they are taking all necessary steps to ensure that
         their computer systems will accurately reflect the Year 2000.  No
         assurance can be given that the service providers have anticipated
         every step necessary to avoid any adverse effect attributable to the
         Year 2000 Problem, and there can be no assurance that the General
         Partners have anticipated every step necessary to avoid any adverse
         effect on the Partnership attributable to the Year 2000 issue.  The
         failure of the Partnership's futures exchanges, clearing
         organizations, venders or regulators to resolve their own processing
         issues in a timely manner could result in a material financial risk.
         The Advisors have taken action to identify any of their computer
         systems that are Year 2000 vulnerable and have not reported any
         problems to the General Partners.  Advisors are expected to notify
         the General Partners in a timely manner if they discover a Year 2000
         vulnerable system and are unable to correct it by January 1, 2000.
         Certain exchanges have successfully completed four industry-wide
         tests in conjunction with the Futures Industry Association.  These
         tests revealed no problems related to the Year 2000 Problem for those
         exchanges.  The brokers are addressing their Year 2000 issues and have
         participated in Year 2000 testing with various exchanges.  The brokers
         participated in the Futures Industry Association Y2K industry-wide
         test for Year 2000 compliance during the first and second quarters of
         1999.  The General Partners are monitoring the progress of the brokers
         and the exchanges in addressing their Year 2000 issues.

         The most likely and most significant risk to the Partnership
         associated with the lack of Year 2000 readiness is the failure of
         third parties, including the Advisors, the brokers, the exchanges and
         various regulators to resolve their Year 2000 issues in a timely
         manner.  This risk could involve the temporary inability to transfer
         funds electronically or to determine the Net Asset Value of the
         Partnership, in which case sales could be suspended and/or redemption
         payments delayed until the Partnership's assets could be valued
         and/or funds could be transferred.  If the General Partners believe,
         prior to December 31, 1999, that any of the Advisors, the brokers or
         the exchanges have failed to resolve a Year 2000 issue likely to have
         a material adverse impact on the Partnership, the General Partners
         could direct the Advisors to attempt to close any Partnership
         positions and to remain out of the market until such issue is
         resolved.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          There has been no material change during the nine and three months
          ended September 30, 1999, in the sources of the Partnership's
          exposure to market risk.  The Partnership's market risk is influenced
          by a wide variety of factors, including commodity price levels, the
          level and volatility of interest rates, foreign currency exchange
          rates, equity price levels, the market value of financial
          instruments and contracts, the diversification effects among the
          Partnership's open positions and the liquidity of the markets in
          which it trades.



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:

          None.



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)



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



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





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