ALTERNATIVE ASSET GROWTH FUND L P
10-Q, 2000-05-15
OIL ROYALTY TRADERS
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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, 2000
                                    ------------

                          Commission File Number 0-18500
                                    ------------

                        Alternative Asset Growth Fund, L.P.
                        -----------------------------------

                           (Exact name of registrant)

       Delaware                                      74-2546493
- -----------------------                ------------------------------------
(State of Organization)                (I.R.S. Employer Identification No.)



                                ProFutures, Inc.
                        11612 Bee Cave Road, Suite 100
                              Austin, Texas 78733
                        ------------------------------

                    (Address of principal executive office)

Registrant's telephone number
(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.


                       ALTERNATIVE ASSET GROWTH FUND, L.P.
                       STATEMENTS OF FINANCIAL CONDITION
         March 31, 2000 (Unaudited) and December 31, 1999 (Audited)
                                 -----------

                                                   March 31,    December 31,
                                                     2000           1999
                                                     ----           ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $10,514,198   $13,029,093
    Net option premiums paid (received)               (17,431)       35,507
    Unrealized gain on open contracts                 283,191       696,333
                                                  -----------   -----------

      Deposits with brokers                        10,779,958    13,760,933

  Cash                                                    291           338
                                                  -----------   -----------

      Total assets                                $10,780,249   $13,761,271
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $    13,406   $     2,348
  Advisor incentive fees payable                       52,668       127,961
  Advisor management fees payable                      41,547        46,767
  Consultant fee payable                               17,761        22,625
  General Partner fee payable                          17,761        22,625
  Trading Manager fee payable                           8,881        11,313
  Commissions and other trading fees
    on open contracts                                  15,919         8,985
  Redemptions payable                                 222,389       214,748
                                                  -----------   -----------

      Total liabilities                               390,332       457,372
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 323.451 units outstanding at
    March 31, 2000 and December 31, 1999              396,127       479,238
  Limited Partners - 8,160.237 and 8,655.745
    units outstanding at March 31, 2000 and
    December 31, 1999                               9,993,790    12,824,661
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                          10,389,917    13,303,899
                                                  -----------   -----------

                                                  $10,780,249   $13,761,271
                                                  ===========   ===========


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
            For the Three Months Ended March 31, 2000 and 1999
                               (Unaudited)
                               -----------

                                                      Three Months Ended
                                                           March 31,
                                                      2000          1999
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $(1,578,711)  $   333,512
    Change in unrealized                             (413,142)       82,497
                                                  -----------   -----------

      Gain (loss) from trading                     (1,991,853)      416,009

  Interest income                                     160,564       175,605
                                                  -----------   -----------

      Total income (loss)                          (1,831,289)      591,614
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               133,355       114,046
  Advisor incentive fees                               52,668        79,622
  Advisor management fees                              41,546        46,544
  Consultant fee                                       59,065        82,984
  General Partner fee                                  59,065        82,984
  Trading Manager fee                                  29,533        41,492
  Operating expenses                                   49,348        40,446
                                                  -----------   -----------

      Total expenses                                  424,580       488,118
                                                  -----------   -----------

      NET INCOME (LOSS)                           $(2,255,869)  $   103,496
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 8,821 and
  10,817, respectively)                           $   (255.74)  $      9.57
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $   (256.95)  $      9.67
                                                  ===========   ===========


                      See accompanying notes.


<TABLE>
                    ALTERNATIVE ASSET GROWTH FUND, L.P.
       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
            For the Three Months Ended March 31, 2000 and 1999
                               (Unaudited)
                               -----------
<CAPTION>


                              Total             Partners' Capital
                            Number of   ----------------------------------
                              Units     General     Limited       Total
                           -----------  --------  -----------  -----------
<S>                        <C>          <C>       <C>          <C>
Balances at
   December 31, 1999        8,979.196   $479,238  $12,824,661  $13,303,899

Net (loss)  for the
 three months ended
 March 31, 2000                          (83,111)  (2,172,758)  (2,255,869)

Redemptions                  (495.508)         0     (658,113)    (658,113)
                           ----------   --------  -----------  -----------

Balances at
 March 31, 2000             8,483.688   $396,127  $ 9,993,790  $10,389,917
                           ==========   ========  ===========  ===========

Balances at
 December 31, 1998         10,925.016   $495,271  $16,233,207  $16,728,478

Net income  for the
 three months ended
 March 31, 1999                            3,128      100,368      103,496

Redemptions                  (688.778)         0   (1,059,162)  (1,059,162)
                           ----------   --------  -----------  -----------

Balances at
 March 31, 1999            10,236.238   $498,399  $15,274,413  $15,772,812
                           ==========   ========  ===========  ===========

Net asset value
 per unit at
  December 31, 1998                        $  1,531.21
                                           ===========
  March 31, 1999                           $  1,540.88
                                           ===========
  December 31, 1999                        $  1,481.64
                                           ===========
  March 31, 2000                           $  1,224.69
                                           ===========
</TABLE>

                        See accompanying notes.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS
                              (Unaudited)
                              -----------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         -----------------------------------------------------------

     A.  General Description of the Partnership

         Alternative Asset Growth Fund, L.P. (the Partnership) is a Delaware
         limited partnership which operates as a commodity investment pool.
         The Partnership engages in the speculative trading of futures
         contracts and options on futures contracts.

     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 quoted market price) are reflected 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.  Brokerage Commissions

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



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



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

     E.  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.

     F.  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.

     G.  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 March 31, 2000, and the results of operations for the
         three months ended March 31, 2000 and 1999.

Note 2.  GENERAL PARTNER
         ---------------

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  The Agreement
         of Limited Partnership requires the General Partner to contribute to
         the Partnership an amount equal to at least the greater of (i) 3% of
         aggregate capital contributions of all partners or $100,000,
         whichever is less, or (ii) the lesser of 1% of the aggregate capital
         contributions of all partners or $500,000.  As of March 31, 2000,
         $365,900 has been contributed to the Partnership by the General
         Partner and its principals.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



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

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

         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 Partner's net
         worth requirements.

         The Partnership pays the General Partner a monthly management fee of
         1/6 of 1% (2% annually) of month-end Net Asset Value.

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

         The Partnership has trading advisory contracts with several unrelated
         commodity trading advisors to furnish investment management 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.  OTHER FEES
         ----------

         The Partnership employs a Consultant who is paid a monthly fee of 1/6
         of 1% (2% annually) of month-end Net Asset Value for administrative
         services rendered to the Partnership.

         The Partnership's Trading Manager receives a monthly fee of 1/12 of
         1% (1% annually) of month-end Net Asset Value for management services
         rendered to the Partnership.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 6.  DISTRIBUTIONS AND REDEMPTIONS
         -----------------------------

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

Note 7.  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.

         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 portion of its assets on deposit with a
         financial institution 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 institution.

         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.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 7.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
         ------------------------------------------------

         The General Partner has established procedures to actively monitor
         market risk and minimize credit risk, although there can be no
         assurance that it will, in fact, succeed in doing so.  The General
         Partner's 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 Partner seeks to minimize credit
         risk primarily by depositing and maintaining the Partnership's assets
         at financial institutions and brokers which the General Partner
         believes 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 and open futures and option contracts.
             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.  There are no
             restrictions on the liquidity of these assets except for amounts
             on deposit with the brokers needed to meet margin requirements on
             open futures 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.

             The Partnership's offering of Units of Limited Partnership
             Interest terminated in 1991.

         C.  RESULTS OF OPERATIONS:  For the quarter ended March 31, 2000 the
             Partnership had a net loss of $(2,255,869) as compared to net
             income of $103,496 for the quarter ended March 31, 1999.

             The Partnership's losses for the quarter ended March 31, 2000
             resulted from losses in all market sectors traded.  The largest
             losses occurred in the metals, interest rate and equity markets.

             The Partnership's net trading gains for the quarter ended
             March 31, 1999 resulted primarily from net trading gains in the
             interest rate and energy markets, offset by losses in the foreign
             currency and metals markets.

             As of March 31, 2000, 8,483.688 Units are outstanding, including
             323.451 General Partner Units, with an aggregate Net Asset Value
             of $10,389,917 ($1,224.69 per Unit).  This represents a decrease
             in Net Asset Value of $2,913,982 compared with December 31, 1999.
             The decrease relates to net losses and redemptions of limited
             Partner Units.

             The General Partner, directly and/or indirectly through the
             Trading Manger, has established procedures to actively monitor
             market risk and minimize credit risk, although there can be no
             assurance that it will, in fact, succeed in doing so.  The
             General Partner's 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 Partner seeks
             to minimize credit risk primarily by depositing and maintaining
             the Partnership's assets at financial institutions and brokers
             which the General Partner believes 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.

             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.

             PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

         D.  POSSIBLE CHANGES:  The General Partner reserves the right to
             terminate certain and/or engage additional commodity trading
             advisors in the future and reserves the right to change any of
             the Partnership'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.



SIGNATURE



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.

                                    Alternative Asset Growth Fund, L.P.
                                    (Registrant)



                                    /s/ Gary D. Halbert
                                    Gary D. Halbert, President
                                    ProFutures, Inc., General Partner
                                    Alternative Asset Growth Fund, L.P.



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1

<S>                     <C>
<PERIOD-TYPE>           3-MOS
<FISCAL-YEAR-END>                   DEC-31-2000
<PERIOD-END>                        MAR-31-2000
<CASH>                               10,514,489
<SECURITIES>                                  0
<RECEIVABLES>                                 0
<ALLOWANCES>                                  0
<INVENTORY>                                   0
<CURRENT-ASSETS>                     10,780,249
<PP&E>                                        0
<DEPRECIATION>                                0
<TOTAL-ASSETS>                       10,780,249
<CURRENT-LIABILITIES>                   390,332
<BONDS>                                       0
<COMMON>                                      0
                         0
                                   0
<OTHER-SE>                                    0
<TOTAL-LIABILITY-AND-EQUITY>         10,780,249
<SALES>                                       0
<TOTAL-REVENUES>                     (1,831,289)
<CGS>                                         0
<TOTAL-COSTS>                                 0
<OTHER-EXPENSES>                        424,580
<LOSS-PROVISION>                              0
<INTEREST-EXPENSE>                            0
<INCOME-PRETAX>                      (2,255,869)
<INCOME-TAX>                                  0
<INCOME-CONTINUING>                  (2,255,869)
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                         (2,255,869)
<EPS-BASIC>                              (255.74)
<EPS-DILUTED>                              (255.74)


</TABLE>



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