As Filed with the Securities and Exhcnage Commission on May 11, 1998

                                               Registration No. ________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D. C. 20549
                            AMENDMENT NO. 6
                              TO FORM S-1 

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

                 ATLAS FUTURES FUND, LIMITED PARTNERSHIP
         (Exact name of registrant as specified in its charter)   
 
                                DELAWARE
                        [State of organization]

               6289                                        51-0380494
       (Primary SIC Number)                               (I.R.S. EIN)

                            5916 N. 300 West
                        Fremont, Indiana 46737
                      Telephone:  (219) 833-1306 
 (address and telephone number of registrant's principal executive offices)

                         Ms. Shira Del Pacult
                           5916 N. 300 West
                        Fremont, Indiana 46737
           Telephone:  (219) 833-1306; Facsimile (219) 833-4411
    (Name, address and telephone number of agent for service of process)

                              Copies to:
                    William Sumner Scott, Esquire 
                       The Scott Law Firm, P.A.
                         5121 Sarazen Drive
                        Hollywood, FL  33021
              (954) 964-1546; Facsimile (954) 964-1548

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement

If any of the securities being offered on the Form are to be offered on a
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box:  [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under 
the Securities Act, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement 
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box. [X]

<TABLE>
                       CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of Each Class  Amount being    Maximum Offering     Maximum Aggregate  Amount of
of Securities Being  Registered:(1)  Price Per Unit: (2)  Offering Price:    Registration Fee:
Registered: 

<S>                  <C>             <C>                  <C>                <C>
Limited Partnership  5,000           $1,000               $5,000,000         $1,724
Interests ("Units")
</TABLE>

(1)  This amount is based upon the number of Units to be initially offered.
     The exact  number of Units issued will vary because of the issuance of
     additional Units for interest earned during the Escrow period.

(2)  Initial offering price per Unit prior to the sale of the Minimum;  after
     sale of Minimum, trading will commence and the sales price per Unit will
     fluctuate each month to reflect expenses and additions and subtractions
     for trading results.

<PAGE>

                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                     UNITS OF LIMITED PARTNERSHIP INTEREST

                          MINIMUM 700 Units ($700,000)

                     $1,000 per Unit until Minimum is Sold
            and, thereafter, at Month end Net Asset Value per Unit

Atlas Futures Fund, Limited Partnership (the "Partnership") is a Delaware 
limited partnership which is managed by Ashley Capital Management, Inc., a 
Delaware corporation, its general partner (the "General Partner").  The 
Partnership is organized to be a commodity pool to engage in the speculative 
trading of futures, commodity options and forward contracts on currencies, 
interest rates, energy and agriculture products, metals, and stock indices.  
The Partnership Agreement attached as Exhibit A grants full management 
control to the General Partner including the right to employ independent 
trading managers ("Commodity Trading Advisors") to select trades.  If 
subscriptions for Seven Hundred (700) Units ($700,000), (the "Minimum") have 
not been received and accepted by the General Partner within one year (the 
"Minimum Units Offering Period") from the effective date of this prospectus 
(the "Prospectus"), this offering will terminate and all amounts paid by 
subscribers will be returned in the manner provided in the subscriber's 
Subscription Agreement.  A prospectus to disclose all material information 
will be delivered to each subscriber either at or before the time of 
confirmation of the investment in the Units.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  SEE 
"RISK FACTORS" ON PAGE 7 OF THE PROSPECTUS.  

*  Futures and forward trading is speculative, volatile and involves a high 
degree of risk.  The investors could lose all, or substantially all, of their 
investment.

*  The Partnership has substantial fixed management fees and commission costs 
which must be paid without regard to the profits earned by the Partnership.  
The General Partner estimates the Partnership must generate a 30.3% return on 
investment during its first twelve months of trading to offset expenses and 
approximately 34.3% to offset both expenses and redemption charges due on 
Units redeemed as of the twelfth month after they are issued.  See "Charges 
to the Partnership".

*  The transferability of the Units is restricted and there are limitations 
on investors' rights to surrender the Units to the Partnership for their Net 
Asset Value (the "Redemption Rights").  See "No Right To Transfer Units And 
Limited Ability To Realize Return On Investment", and "Redemptions".

*  The General Partner and its principal and affiliates have conflicts of 
interest in regard to the management of the Partnership for the benefit of 
the investors.  See "Conflicts of Interest".

*  Investors will be taxed upon the profits, if any, earned upon their 
investment in the Partnership without the right to receive a distribution of 
any such profits.  See "Certain Federal Income Tax Aspects".

*  The General Partner has no experience in the management of commodity 
pools.  See "Risk Factors" and "The General Partner".

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF 
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR 
ACCURACY OF THIS DISCLOSURE DOCUMENT.  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION OR AGENCY, NOR HAVE 
ANY OF THEM CONFIRMED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

<TABLE>
<CAPTION>
                  Initial Price to   Sales           Proceeds to
                  Public(1)          Commissions(2)  Partnership(3)  

<S>               <C>                <C>             <C>                        
Per Limited            
Partnership Unit  $1,000             $60             $940
Total Minimum(4)  $700,000           $42,000         $658,000
Total Maximum     $5,000,000         $300,000        $4,700,000
</TABLE>

See Notes on page i

                          FUTURES INVESTMENT COMPANY
                 5916 N. 300 West * Fremont, Indiana 46737
                          Telephone:  (219) 833-1306

                  Date of this Prospectus is May 11, 1998

<PAGE>

NOTES:

(1)  Units are initially offered for sale at a fixed value of One Thousand 
Dollars ($1,000) per Unit, which amount was arbitrarily established by the 
General Partner.  The amount was not based on past or expected earnings and 
does not represent that the Units have or will have a market value of or 
could be resold or Redeemed at that price.  When the General Partner has 
received and accepted subscriptions for a face amount, excluding commissions, 
of six hundred fifty-eight thousand dollars ($658,000), (the "Minimum"), the 
Partnership will commence trading operations.  Until the 700 Units required 
to reach the Minimum are sold, all cash and subscription documents will be 
held in a separate escrow account (the "Escrow Account") in the name of the 
Partnership at Star Financial Bank, 2004 N.  Wayne St., Angola, IN 46703 (the 
"Escrow Agent").  Any Units which remain unsold at the time the Minimum is 
reached may be offered for sale, from time to time, in the discretion of the 
General Partner, at a price per Unit equal to the value of the Units adjusted 
to reflect the results from trading after payment of expenses and fees, (the 
"Net Asset Value Per Unit"), as of the effective date of the purchase, which 
shall be the close of business on the last day of the month of acceptance of 
the Subscription Agreement.  No escrow will be utilized for Units sold after 
the sale of the Minimum and the commencement of trading operations.

The Units are being offered through Futures Investment Company, 5916 N. 300 
West, Fremont, Indiana 46737 (219) 833-1306, (the "Selling Agent" or "FIC"), 
a National Association of Securities Dealers, Inc. ("NASD") registered 
broker-dealer, on a "best efforts" basis.

(2)  See "Plan of Distribution - The Selling Agreement" for information 
relating to indemnification arrangements with respect to the Selling Agent 
and any Additional Sellers.  Selling commissions of six percent (6%) of the 
subscription price, subject to waiver at the sole discretion of the General 
Partner, will be paid to the Selling Agent from the proceeds of subscriptions 
without regard to the amount invested.  The Selling Agent will retain or 
distribute the sales commissions to the registered representatives of all of 
the dealers, including the principal and Affiliates of the General Partner 
who sold the Units.

(3)  Proceeds to the Partnership are calculated before deduction of Offering 
Expenses, estimated to be a total of $47,000, payable to the General Partner 
upon the Initial Closing.  An additional $5,000 in organizational expenses 
will be amortized on a straight line method and paid to the General Partner 
over the first 60 months of the Partnership's operation.  Upon admission of 
subsequent Partners to the Partnership, a charge will be made to such newly 
admitted Partners equal to their pro-rata share of the Offering Expenses 
which will be credited to the Capital Accounts of the prior admitted Partners 
to reimburse them for the Offering Expenses they advanced.  

(4)  Seven Hundred (700) Units ($700,000 less sales commissions of $42,000) 
(the "Minimum") must be sold before any money will be made paid to the 
Selling Agent or cash and documents from any of the subscriptions received 
and deposited to the Escrow Account will be delivered to the Partnership.  
Once the Minimum is sold, the balance, up to a maximum of 5,000 Units 
($5,000,000) will be sold, until they are either all sold or the General 
Partner elects to terminate this offering.  There has been no promise by the 
Selling Agent, or any other person, to purchase any Units or any other form 
of firm underwriting commitment to assure the sale of the Units.  The General 
Partner or the Selling Agent may engage additional registered broker dealers 
(the "Additional Sellers") to sell Units.

The General Partner may accept or reject subscriptions within five (5) 
business days of receipt.  If a subscription is rejected or if subscriptions 
for at least seven hundred (700) Units are not accepted during the Initial 
Offering Period, or any extended Offering Period, all subscriptions will be 
returned to prospective subscribers as soon as practicable.

At the time trading commences, interest earned on subscriptions held in 
escrow will be deposited in the Partnership's account and subscriber's will 
receive additional Units at the rate of $1,000 per Unit (rounded in the case 
of fractional Units to three decimal points) pro rata equal to the interest 
earned on their subscriptions, taking into account both the length of time 
and amount deposited to the Escrow Account.  Subscribers whose subscriptions 
are rejected will be refunded their entire subscription payments together 
with the interest earned, if any, thereon.  Cash from subscriptions held in 
the Escrow Account will be invested in short-term investments which meet 
applicable regulatory requirements such as United States Treasury Bills or 
other comparable interest-bearing instruments which are expected to be 
liquid, substantially risk-less instruments, with correspondingly low yields.


                                        i
<PAGE>

                     COMMODITY FUTURES TRADING COMMISSION
                          RISK DISCLOSURE STATEMENT 

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO 
PARTICIPATE IN A COMMODITY POOL.  IN SO DOING, YOU SHOULD BE AWARE THAT 
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS 
GAINS.  SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE 
POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL.  IN ADDITION, 
RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR 
PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR 
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES.  IT MAY BE NECESSARY FOR THOSE 
POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS 
TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS.  THIS DISCLOSURE DOCUMENT 
CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT 
PAGE 23 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, 
THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 18.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS 
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL.  THEREFORE, 
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY 
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK 
FACTORS OF THIS INVESTMENT, AT PAGE 7.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES 
OR OPTIONS CONTRACTS.  TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED 
STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE 
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE 
POOL AND ITS PARTICIPANTS.  FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY 
BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR 
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL 
MAY BE EFFECTED.

          [The balance of this page has been intentionally left blank]

                                        ii
<PAGE>

                       NOTICE TO RESIDENTS OF ALL STATES

UNTIL 90 DAYS AFTER THE DATE HEREOF, ALL DEALERS EFFECTING TRANSACTIONS IN 
THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED 
TO DELIVER A PROSPECTUS.  THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO 
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS OR BEST EFFORTS SELLERS AND 
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.  THE SELLING AND 
ADDITIONAL SELLERS MUST ALSO DELIVER ANY SUPPLEMENTED OR AMENDED PROSPECTUS 
ISSUED BY THE PARTNERSHIP.

NO DEALER, SALESMAN, OFFICER, EMPLOYEE OR AGENT OF THE PARTNERSHIP OR THE 
GENERAL PARTNER AND OR ANY OTHER PERSON HAS BEEN AUTHORIZED, IN CONNECTION 
WITH THIS OFFERING, TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS 
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH 
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN 
AUTHORIZED BY THE PARTNERSHIP, THE GENERAL PARTNER, THE SELLING AGENTS, OR 
ANY OTHER PERSON CONNECTED WITH THIS OFFERING.  THIS PROSPECTUS SPEAKS AS OF 
THE DATE OF ITS ISSUANCE.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY 
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION 
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO 
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE 
PARTNERSHIP SINCE THE DATE OF THIS PROSPECTUS.  THIS PROSPECTUS DOES NOT 
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY UNITS BY 
ANYONE IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR PURCHASE IS NOT 
AUTHORIZED OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT 
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH 
OFFER OR SOLICITATION.

THE REGULATIONS OF THE COMMODITY FUTURES TRADING COMMISSION REQUIRE THAT NO 
COMMODITY POOL OPERATOR MAY SOLICIT, ACCEPT OR RECEIVE FUNDS, SECURITIES OR 
OTHER PROPERTY FROM A PROSPECTIVE PARTICIPANT IN A COMMODITY POOL WITHOUT 
FIRST DELIVERING A DISCLOSURE DOCUMENT (THIS "PROSPECTUS") TO SUCH 
PROSPECTIVE PARTICIPANT.  THE GENERAL PARTNER MUST FURNISH ALL PARTNERS 
ANNUAL AND MONTHLY REPORTS COMPLYING WITH COMMODITY FUTURES TRADING 
COMMISSION ("CFTC") AND NATIONAL FUTURES ASSOCIATION ("NFA") REQUIREMENTS. 
THE ANNUAL REPORTS WILL CONTAIN CERTIFIED AND AUDITED, AND THE MONTHLY 
REPORTS UNAUDITED, FINANCIAL INFORMATION IN REGARD TO THE OPERATION OF THE 
PARTNERSHIP AND ITS GENERAL PARTNER

THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE 
COMMISSION (THE "SEC") REQUIRES THAT THE FOLLOWING STATEMENT BE SET FORTH 
HEREIN: ATLAS FUTURES FUND, LIMITED PARTNERSHIP, IS NOT A MUTUAL FUND AND IS 
NOT SUBJECT TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940. 
CONSEQUENTLY, INVESTORS WILL NOT HAVE THE BENEFIT OF THE PROTECTIVE 
PROVISIONS OF SUCH LEGISLATION.

INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF 
THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD BE 
AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS 
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  ACCORDINGLY, THE UNITS MAY BE 
SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH 
THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT, INCLUDING THE CONSENT OF THE 
GENERAL PARTNER, AND ONLY IF SUCH UNITS ARE SUBSEQUENTLY REGISTERED OR, IN 
THE OPINION OF COUNSEL FOR THE COMPANY, SUCH TRANSFER WILL NOT VIOLATE ANY 
APPLICABLE FEDERAL OR STATE SECURITIES LAWS.  THE SUBSCRIPTION AGREEMENT AND 
THE CERTIFICATE FOR UNITS, IF ANY, WILL HAVE A LEGEND TO DISCLOSE THAT THE 
UNITS ARE RESTRICTED FROM SALE OR OTHER TRANSFER WITHOUT PRIOR REGISTRATION 
OR OTHER LEGAL JUSTIFICATION.  NO PUBLIC MARKET EXISTS OR IS EXPECTED TO 
DEVELOP FOR THE UNITS AND, CONSEQUENTLY, PROSPECTIVE INVESTORS WHO DESIRE 
LIQUIDITY SHOULD NOT PURCHASE THE UNITS.  EACH INVESTOR (PURCHASER OF UNITS) 
MUST MEET THE FOLLOWING SUITABILITY STANDARDS: (i) AN INVESTOR MUST HAVE (A) 
HAD AN ANNUAL GROSS INCOME IN EXCESS OF $45,000 IN THE LAST CALENDAR YEAR AND 
REASONABLY EXPECTS TO HAVE GROSS INCOME IN EXCESS OF $45,000 FOR THE CURRENT 
YEAR TOGETHER WITH A NET 

                                        iii
<PAGE>

WORTH, EXCLUSIVE OF PRINCIPAL RESIDENCE, HOME FURNISHINGS, AND AUTOMOBILE OF 
$45,000; OR (B) THE INVESTOR HAS A NET WORTH (EXCLUSIVE OF PRINCIPAL 
RESIDENCE, HOME FURNISHINGS AND AUTOMOBILE) IN EXCESS OF $150,000; AND (ii) 
THE INVESTOR IS REPRESENTED BY A PURCHASER REPRESENTATIVE OR OTHERWISE 
DEMONSTRATES TO THE GENERAL PARTNER SUFFICIENT KNOWLEDGE TO ACCEPT THE RISKS 
OF THIS INVESTMENT.  A GENERAL PARTNERSHIP OR OTHER ENTITY MAKING INVESTMENT 
MUST MEET THE FINANCIAL SUITABILITY REQUIREMENTS PRESCRIBED FOR NATURAL 
PERSONS.  A QUALIFIED PENSION, PROFIT-SHARING OR KEOGH EMPLOYEE PLAN, THE 
FIDUCIARY FOR SUCH PLAN, OR THE DONOR OF ANY SUCH PLAN WHO DIRECTLY OR 
INDIRECTLY SUPPLIES THE FUNDS TO PURCHASE AN INTEREST (THE "UNITS") IN THE 
PARTNERSHIP MUST MEET THE MINIMUM FINANCIAL SUITABILITY STANDARDS.  
"ACCREDITED INVESTORS", AS THAT TERM IS DEFINED UNDER REGULATION D OF THE 
ACT, WHO MEET THE NET INCOME TEST IN (i) ABOVE, ARE DEEMED TO HAVE SUCH 
KNOWLEDGE AND EXPERIENCE IN FINANCIAL BUSINESS MATTERS AS TO BE CAPABLE OF 
EVALUATING THE MERITS AND RISKS OF THE PROPOSED INVESTMENT AND, AT THE TIME 
OF INVESTING, CAN AFFORD A COMPLETE LOSS.  

THE ACT AND THE SECURITIES LAWS OF CERTAIN STATES GRANT PURCHASERS OF 
SECURITIES SOLD, EITHER IN VIOLATION OF THE REGISTRATION OR QUALIFICATION 
PROVISIONS OF SUCH LAWS OR WITHIN CERTAIN TIME LIMITATIONS, THE RIGHT TO 
RESCIND THEIR PURCHASE OF SUCH SECURITIES AND TO RECEIVE BACK THEIR 
CONSIDERATION PAID, PLUS INTEREST.  THE GENERAL PARTNER EITHER INTENDS TO 
REGISTER THE UNITS FOR SALE OR BELIEVES THAT THE OFFERING DESCRIBED IN THIS 
PROSPECTUS IS NOT REQUIRED TO BE REGISTERED OR QUALIFIED.  MANY OF THESE LAWS 
WHICH GRANT THE RIGHT OF RESCISSION ALSO PROVIDE THAT SUITS FOR SUCH 
VIOLATIONS MUST BE BROUGHT WITHIN A SPECIFIED TIME, USUALLY ONE YEAR FROM 
DISCOVERY OF FACTS CONSTITUTING SUCH VIOLATION.  SHOULD ANY INVESTOR 
INSTITUTE AN ACTION ON THE THEORY THAT THE OFFERING CONDUCTED AS DESCRIBED 
HEREIN WAS REQUIRED TO BE REGISTERED OR QUALIFIED, THE PARTNERSHIP WILL 
CONTEND THAT THE CONTENTS OF THIS PROSPECTUS PROVIDED NOTICE OF SUFFICIENT 
FACTS TO COMMENCE THE TIME FROM WHICH AN ACTION FOR RESCISSION SHOULD HAVE 
BEEN BROUGHT.  ALSO, SHOULD ANY INVESTOR CONTEND THE OFFER WAS NOT QUALIFIED 
FOR PRESENTATION OR THE INVESTOR NOT SUITABLE TO MAKE SUCH INVESTMENT, THE 
GENERAL PARTNER WILL PLEAD RELIANCE UPON THE INFORMATION SUPPLIED BY THE 
INVESTOR IN THE SUBSCRIPTION DOCUMENTS.  INVESTORS ARE TO COMPLETE ALL 
DOCUMENTS BEFORE SIGNING.  NEITHER THE INFORMATION CONTAINED HEREIN, NOR ANY 
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT COMMUNICATION SHOULD BE CONSTRUED BY THE 
PROSPECTIVE INVESTOR AS LEGAL OR TAX ADVICE FOR THAT INVESTOR.  EACH 
PROSPECTIVE INVESTOR SHOULD CONSULT HIS OWN LEGAL AND TAX ADVISORS TO 
ASCERTAIN THE MERITS AND RISKS DESCRIBED HEREIN PRIOR TO SUBSCRIBING TO 
PURCHASE UNITS IN THE PARTNERSHIP PURSUANT TO THIS OFFERING.  

                         VARIOUS SPECIFIC STATE NOTICES

NOTICE TO CALIFORNIA INVESTORS

CALIFORNIA RESIDENTS ARE REQUIRED TO HAVE A LIQUID NET WORTH OF $100,000 AND 
ANNUAL INCOME OF $50,000 TO BE ABLE TO PURCHASE PARTNERSHIP INTERESTS IN THIS 
COMMODITY POOL.  THE TRANSFER OF THE LIMITED PARTNERSHIP INTERESTS OFFERED 
AND SOLD PURSUANT TO THIS OFFERING CAN NOT BE RESOLD OR TRANSFERRED WITHOUT 
PERMISSION OF THE GENERAL PARTNER AND FULFILLMENT OF OTHER TERMS AND 
CONDITIONS CONTAINED IN THE PARTNERSHIP AGREEMENT.  ACCORDINGLY, (a) THE 
LIMITED PARTNERSHIP, AS ISSUER OF A SECURITY UPON WHICH A RESTRICTION ON 
TRANSFER HAS BEEN IMPOSED MUST CAUSE A COPY OF RULE 260.141.11 TO BE 
DELIVERED TO EACH ISSUEE OR TRANSFEREE OF SUCH SECURITY AT THE TIME THE 
CERTIFICATE EVIDENCING THE SECURITY IS DELIVERED TO THE ISSUEE OR TRANSFEREE; 
AND, (b) IT IS UNLAWFUL FOR THE HOLDER OF ANY SUCH SECURITY TO CONSUMMATE A 
SALE OR TRANSFER OF SUCH SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE PRIOR 
WRITTEN CONSENT OF THE COMMISSIONER (UNTIL THIS CONDITION IS REMOVED PURSUANT 
TO SECTION 260.141.12 OF THESE RULES), EXCEPT AS PROVIDED IN THE CODE.  THE 
CERTIFICATES, WHETHER UPON INITIAL ISSUANCE OR UPON ANY TRANSFER, SHALL BEAR 
ON THEIR FACE, IN CAPITAL LETTERS OF 10-POINT SIZE, AS 

                                        iv
<PAGE>

FOLLOWS:  "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, 
OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CON-SIDERATION THEREFOR, WITHOUT 
THE PRIOR WRITTEN CON-SENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE 
OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES".

NOTICE TO IDAHO INVESTORS

INVESTORS WHO ARE RESIDENTS OF IDAHO ARE REQUIRED TO HAVE A NET WORTH OF 
$100,000 OR NET WORTH OF $50,000 AND ANNUAL INCOME OF $50,000 TO BE ELIGIBLE 
TO INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN THIS COMMODITY POOL.  

NOTICE TO MICHIGAN INVESTORS

INVESTORS WHO ARE RESIDENTS OF MICHIGAN ARE REQUIRED TO HAVE A NET WORTH OF 
$225,000 OR NET WORTH OF $60,000 AND TAXABLE ANNUAL INCOME OF $60,000 TO BE 
ELIGIBLE TO INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN A COMMODITY 
POOL. NET WORTH IN ALL CASES MUST BE CALCULATED EXCLUSIVE OF HOME, HOME 
FURNISHINGS AND AUTOMOBILES.  IN ADDITION, NO MORE THAN TEN PERCENT (10%) OF 
THE INVESTOR'S NET WORTH MAY BE INVESTED IN THIS LIMITED PARTNERSHIP.  

NOTICE TO OREGON INVESTORS

INVESTORS WHO ARE RESIDENTS OF OREGON ARE REQUIRED TO HAVE A NET WORTH OF 
$225,000 OR NET WORTH OF $60,000 AND ANNUAL INCOME OF $60,000 TO BE ELIGIBLE 
TO INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN THIS COMMODITY POOL.

NOTICE TO FOREIGN INVESTORS

THE SECURITIES HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION AND SEVERAL SELECTED STATES.  HOWEVER, THE SECURITIES MAY 
NOT BE OFFERED, SOLD, RENOUNCED OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 
THE UNITED STATES OF AMERICA, ITS TERRITORIES, POSSESSIONS, AND ALL AREAS 
SUBJECT TO ITS JURISDICTION ("UNITED STATES" OR IN CANADA (COLLECTIVELY, 
"NORTH AMERICA"), OR TO OR FOR THE BENEFIT OF ANY PERSON WHO IS A NATIONAL 
CITIZEN OR A RESIDENT OR NORMALLY A RESIDENT THEREOF, THE ESTATES OF SUCH A 
PERSON OR ANY CORPORATION OR OTHER ENTITY CREATED OR ORGANIZED UNDER ANY LAW 
OF THE UNITED STATES OR CANADA OR ANY POLITICAL SUBDIVISION THEREOF 
(COLLECTIVELY REFERRED TO AS "NORTH AMERICAN PERSONS") UNLESS (i) THE 
SECURITIES ARE DULY REGISTERED UNDER THE APPLICABLE STATE ACT, OR (ii) AN 
EXEMPTION FROM REGISTRATION UNDER THE APPLICABLE STATE ACT AND THE COMPANY 
HAS RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT REASONABLY SATISFACTORY TO 
IT, OR (iii) SUCH SECURITIES ARE SOLD ON FOREIGN EXCHANGE IN ACCORDANCE WITH 
PROCEDURES APPROVED BY SUCH FOREIGN STOCK EXCHANGE.


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                                        v
<PAGE>

                                TABLE OF CONTENTS

COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT             ii

NOTICE TO RESIDENTS OF ALL STATES                                          iii

VARIOUS SPECIFIC STATE NOTICES                                             iv

  NOTICE TO CALIFORNIA INVESTORS                                           iv
  NOTICE TO IDAHO INVESTORS                                                v
  NOTICE TO MICHIGAN INVESTORS                                             v
  NOTICE TO OREGON INVESTORS                                               v
  NOTICE TO FOREIGN INVESTORS                                              v

PARTNERSHIP AND GENERAL PARTNER IDENTIFICATION                             1

SUMMARY OF THE OFFERING                                                    1

  RISK FACTORS                                                             1
  CONFLICTS OF INTEREST                                                    1
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION              2
    BUSINESS OBJECTIVE AND EXPENSES                                        2
    SECURITIES OFFERED                                                     2
  CHARGES TO THE PARTNERSHIP                                               3
    COMPENSATION OF THE GENERAL PARTNER                                    3
    MANAGEMENT AND INCENTIVE FEES                                          3
    CHARGES TO THE PARTNERSHIP                                             4
  USE OF PROCEEDS                                                          4
  SELECTION OF COMMODITY TRADING ADVISORS AND ALLOCATION OF EQUITY         5
  FEDERAL INCOME TAX ASPECTS                                               5
    NO LEGAL OPINION AS TO CERTAIN MATERIAL TAX ASPECTS                    5
  REDEMPTIONS                                                              6
  PLAN OF DISTRIBUTION                                                     6
  SUBSCRIPTION PROCEDURE                                                   6

RISK FACTORS                                                               6

  COMMODITY FUTURES TRADING IS SPECULATIVE AND VOLATILE                    6
  LOW SECURITY DEPOSIT IN RELATION TO PRICE MOVEMENT                       7
  THE PARTNERSHIP WILL PAY SUBSTANTIAL CHARGES                             7
  NO RIGHT TO TRANSFER UNITS AND LIMITED ABILITY TO REALIZE RETURN ON 
    INVESTMENT                                                             7
  LACK OF OPPORTUNITY TO EXIT A POSITION                                   7
  CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE                       8
  LIMITED PARTNERS WILL BE TAXED ON PROFITS NOT DISTRIBUTED                8
  PRESENT TRADE SELECTION METHODS SUBJECT TO SUDDEN ADVERSE CHANGE         8
  TRADE SELECTION MADE WITHOUT NOTICE TO PARTNERSHIP                       8
  PROFITABILITY OPPORTUNITIES CHANGE WITH SIZE OF ACCOUNT                  8
  COMMENCEMENT OF TRADING WITH ONLY THE MINIMUM AMOUNT OF EQUITY           9
  NO PRIOR OPERATION EXPERIENCE OF THE GENERAL PARTNER                     9
  LOWER COMMISSIONS FOR OTHER ACCOUNTS BECAUSE OF PARTNERSHIP ACTIVITY     9
  FAILURE OF COMMODITY BROKERS OR BANKS                                    9
  COUNTERPARTY CREDITWORTHINESS                                            9
  TRADING ON FOREIGN EXCHANGES AND FORWARD CURRENCY CONTRACTS              9
  OPTIONS TRADING RISKS                                                    10
  POSSIBLE EFFECTS OF POSITION LIMITS                                      10
  COMPETITION IS INTENSE                                                   10
  GENERAL PARTNER AND CTAS TO SERVE OTHER COMPETING BUSINESSES             10
  LIMITED PARTNERS WILL NOT PARTICIPATE IN MANAGEMENT                      10

                                        vi
<PAGE>

  NO ASSURANCE THAT UNITS NECESSARY TO COMMENCE BUSINESS WILL BE SOLD      10
  RISKS OF COMMENCEMENT OF BUSINESS AND CHANGES IN THE SIZE OF THE 
    PARTNERSHIP                                                            11
  STATE SECURITIES ADMINISTRATORS NET WORTH OF THE GENERAL PARTNER
    REQUIREMENT                                                            11
  RELIANCE ON THE GENERAL PARTNER                                          11
  NET WORTH OF GENERAL PARTNER - FEDERAL TAX REQUIREMENT AND 
    POSSIBILITY OF TAXATION AS A CORPORATION                               11
  RETIREMENT PLAN AND IRA PARTICIPANTS                                     12
  NOT AN INVESTMENT COMPANY                                                12
  POSSIBILITY OF AUDIT AND TAX MATTERS PARTNER                             12
  POSSIBLE ADVERSE DETERMINATION BY THE IRS                                12

CONFLICTS OF INTEREST                                                      12

  MANAGEMENT OF OTHER EQUITY AND FOR THEIR OWN ACCOUNTS BY THE 
    GENERAL PARTNER, THE CTAS, AND THEIR PRINCIPALS                        13
  POSSIBLE RETENTION OF VOTING CONTROL BY THE GENERAL PARTNER              13
  GENERAL PARTNER TO REMAIN AGAINST POSSIBLE BEST INTEREST OF 
    PARTNERSHIP                                                            13
  FEES AND CHARGES TO THE PARTNERSHIP PAID TO GENERAL PARTNER NOT 
    NEGOTIATED                                                             13
  CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE                       14
  GENERAL PARTNER TO DISCOURAGE REDEMPTIONS                                14
  HIGH RISK TRADING BY THE CTAS TO GENERATE INCENTIVE FEES                 14
  IB AFFILIATED WITH THE GENERAL PARTNER TO RETAIN A SHARE OF THE 
    COMMISSIONS                                                            14
  NO RESOLUTION OF CONFLICTS PROCEDURES                                    14
  INTERESTS OF NAMED EXPERTS AND COUNSEL                                   14
  THE PARTNERSHIP AND FUTURES INVESTMENT COMPANY SHARE THE SAME ADDRESS       15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                   15

  THE PARTNERSHIP - GENERAL PARTNER - BOOKS AND RECORDS                    15
  THE COMMODITY TRADING ADVISORS                                           15
  THE ADVISORY CONTRACTS AND POWERS OF ATTORNEY                            15
  BUSINESS OBJECTIVE AND EXPENSES                                          16
  EXPENSES PER UNIT FOR THE FIRST 12-MONTH PERIOD OF OPERATIONS            16
  SECURITIES OFFERED                                                       18
  MANAGEMENT'S DISCUSSION                                                  18
  FIDUCIARY RESPONSIBILITY OF THE GENERAL PARTNER                          19
  INDEMNIFICATION                                                          19
  RELATIONSHIP WITH THE FCM AND THE IB                                     20
  RELATIONSHIP WITH THE CTAS                                               20
  RISK CONTROL                                                             21

CHARGES TO THE PARTNERSHIP                                                 21
  COMPENSATION OF GENERAL PARTNER                                          21
  MANAGEMENT FEE AND INCENTIVE FEES TO THE CTAS                            21
  FEES TO FUTURES COMMISSION MERCHANT AND INTRODUCING BROKER               22
  ALLOCATION OF COMMISSIONS                                                22
  OTHER EXPENSES                                                           23
  CHARGES TO THE PARTNERSHIP                                               23

INVESTOR SUITABILITY                                                       24

POTENTIAL ADVANTAGES                                                       24

  EQUITY MANAGEMENT                                                        24
  INVESTMENT DIVERSIFICATION                                               24
  LIMITED LIABILITY                                                        25
  ADMINISTRATIVE CONVENIENCE                                               25
  ACCESS TO THE CTAS                                                       25

                                      vii
<PAGE>

USE OF PROCEEDS                                                            25

DETERMINATION OF THE OFFERING PRICE                                        26

NO MARKET AND LIMITATION OF RIGHT OF TRANSFER                              26

THE GENERAL PARTNER                                                        26

  IDENTIFICATION                                                           26
  THE PRINCIPAL AND OFFICER OF THE GENERAL PARTNER                         26
  TRADING BY THE GENERAL PARTNER; INTEREST IN THE POOL                     27

NO PRIOR PERFORMANCE AND REGULATORY NOTICE                                 27

TRADING MANAGEMENT                                                         27

  SELECTION OF COMMODITY TRADING ADVISORS AND ALLOCATION OF EQUITY         27
  THE ADVISORY CONTRACTS                                                   27
  FREQUENCY OF CTA AND EQUITY REALLOCATIONS                                27

THE COMMODITY TRADING ADVISORS                                             28

  MICHAEL J. FRISCHMEYER                                                   28
    BUSINESS BACKGROUND                                                    28
    DESCRIPTION OF TRADING PROGRAM                                         28
    PERFORMANCE RECORD OF THE CTA                                          30
      MANAGED ACCOUNT PROGRAM, IOWA COMMODITIES FEE SCHEDULE               31
      MANAGED ACCOUNT PROGRAM, REGULAR FEE SCHEDULE                        32
      MANAGED ACCOUNT PROGRAM, FRISCHMEYER FUND, L.P. FEE SCHEDULE         33
      MANAGED ACCOUNT PROGRAM, REGULAR FEE SCHEDULE-REGULAR FEE 
        RESTRICTED ACCOUNTS ONLY                                           34
      FINANCIAL FUTURES MANAGED ACCOUNT PROGRAM                            34

  COMMODITECH, INC.                                                        36
    BUSINESS BACKGROUND                                                    36
    DESCRIPTION OF TRADING PROGRAM                                         37
    PERFORMANCE RECORD OF THE CTA                                          38
      COMMODITECH, INC. - PROGRAM A                                        38

  ROSENBERY CAPITAL MANAGEMENT, INC.                                       39
    BUSINESS BACKGROUND                                                    39
    DESCRIPTION OF TRADING PROGRAM                                         40
    PERFORMANCE RECORD OF THE CTA                                          41
      ROSENBERY CAPITAL MANAGEMENT, INC. - PROGENITOR                      41

  J.A.H. RESEARCH AND TRADING                                              42
    DESCRIPTION OF TRADING PROGRAM                                         42
    BUSINESS BACKGROUND                                                    44
    PERFORMANCE RECORD OF THE CTA                                          44
      J.A.H RESEARCH AND TRADING - PROGRAM I - CAPSULE PERFORMANCE OF 
        ACCOUNTS                                                           44
      J.A.H RESEARCH AND TRADING - PROGRAM II - CAPSULE PERFORMANCE OF 
        ACCOUNTS                                                           45

  C&M TRADERS, INC.                                                        46
    BUSINESS BACKGROUND                                                    46
    DESCRIPTION OF TRADING PROGRAM                                         47
    PERFORMANCE RECORD OF THE CTA                                          47
      C&M TRADERS, INC. - LIVE CATTLE - COMPOSITE                          48
      C&M TRADERS, INC. - LIVE CATTLE - PROPRIETARY                        48

  PERFORMANCE RECORD OF FREMONT FUND, LIMITED PARTNERSHIP                  49
    FREMONT FUND, LIMITED PARTNERSHIP                                      49

THE FUTURES COMMISSION MERCHANTS                                           50

FEDERAL INCOME TAX ASPECTS                                                 50

                                        viii
<PAGE>

  SCOPE OF TAX PRESENTATION                                                50
  NO LEGAL OPINION AS TO CERTAIN MATERIAL TAX ASPECTS                      50
  PARTNERSHIP TAX STATUS AND NET WORTH OF THE GENERAL PARTNER              51
  NO IRS RULING                                                            51
  TAX OPINION                                                              51
  PASSIVE LOSS AND UNRELATED BUSINESS INCOME TAXES RULES                   52
  BASIS LOSS LIMITATION                                                    52
  AT-RISK LIMITATION                                                       52
  INCOME AND LOSSES FROM PASSIVE ACTIVITIES                                52
  ALLOCATION OF PROFITS AND LOSSES                                         53
  TAXATION OF FUTURES AND FORWARD TRANSACTIONS                             53
  SECTION 988 FOREIGN CURRENCY TRANSACTIONS                                53
  CAPITAL GAIN AND LOSS PROVISIONS                                         53
  BUSINESS FOR PROFIT                                                      53
  SELF-EMPLOYMENT INCOME AND TAX                                           54
  INDIVIDUAL ALTERNATIVE MINIMUM TAX                                       54
  INTEREST RELATED TO TAX EXEMPT OBLIGATIONS                               54
  NOT A TAX SHELTER                                                        54
  TAXATION OF FOREIGN PARTNERS                                             54
  PARTNERSHIP ENTITY-AUDIT PROVISIONS-PENALTIES                            54

EMPLOYEE BENEFIT, RETIREMENT PLANS AND IRA'S                               55

THE LIMITED PARTNERSHIP AGREEMENT                                          55

  FORMATION OF THE PARTNERSHIP                                             55
  UNITS                                                                    55
  MANAGEMENT OF PARTNERSHIP AFFAIRS                                        56
  ADDITIONAL OFFERINGS                                                     56
  PARTNERSHIP ACCOUNTING, REPORTS, AND DISTRIBUTIONS                       56
  FEDERAL TAX ALLOCATIONS                                                  56
  TRANSFER OF UNITS ONLY WITH CONSENT OF THE GENERAL PARTNER               56
  TERMINATION OF THE PARTNERSHIP                                           56
  MEETINGS                                                                 57
  REDEMPTIONS                                                              57

PLAN OF DISTRIBUTION                                                       57

SUBSCRIPTION PROCEDURE                                                     58

LEGAL MATTERS                                                              58

  LITIGATION AND CLAIMS                                                    58
  LEGAL OPINION                                                            59

EXPERTS                                                                    59

ADDITIONAL INFORMATION                                                     59

FINANCIAL STATEMENTS

A.  ATLAS FUTURES FUND, LIMITED PARTNERSHIP
      Balance Sheet as of January 31, 1998
      Notes to Statement of Financial Condition

B.  ASHLEY CAPITAL MANAGEMENT, INC.
      Balance Sheet and Income Statement as of January 31, 1998
      Notes to Statement of Financial Condition

                                        ix
<PAGE>

APPENDIX I - COMMODITY TERMS AND DEFINITIONS; STATE REGULATORY GLOSSARY
APPENDIX II - SUPPLEMENTAL PERFORMANCE INFORMATION FOR C&M TRADERS, INC.
EXHIBIT A - LIMITED PARTNERSHIP AGREEMENT
EXHIBIT B - REQUEST FOR REDEMPTION
EXHIBIT C - SUITABILITY INFORMATION
EXHIBIT D - SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
EXHIBIT E - ESCROW AGREEMENT
EXHIBIT F - INVESTMENT ADVISORY CONTRACT - MICHAEL J. FRISCHMEYER
EXHIBIT G - INVESTMENT ADVISORY CONTRACT - COMMODITECH, INC.
EXHIBIT H - INVESTMENT ADVISORY CONTRACT - ROSENBERY CAPITAL MANAGEMENT, INC.
EXHIBIT I - INVESTMENT ADVISORY CONTRACT - J.A.H. RESEARCH AND TRADING
EXHIBIT J - INVESTMENT ADVISORY CONTRACT - C&M TRADERS, INC.

         [The balance of this page has been intentionally left blank]

                                        x
<PAGE>

                PARTNERSHIP AND GENERAL PARTNER IDENTIFICATION

Atlas Futures Fund, Limited Partnership (the "Partnership") is a Delaware 
limited partnership.  Its main business office is 5916 N. 300 West, Fremont, 
Indiana (219) 833-1306.  It is managed by Ashley Capital Management, Inc., a 
Delaware corporation, its general partner (the "General Partner"), with its 
main business office at c/o Corporate Systems, Inc. 101 North Fairfield 
Drive, Dover, DE 19901 (302) 697-2139.  The Partnership is organized to be a 
commodity pool to engage in the speculative trading of futures, commodity 
options and forward contracts on currencies, interest rates, energy and 
agriculture products, metals, and stock indices.  The Partnership Agreement 
attached as Exhibit A grants full management control to the General Partner 
including the right to employ independent trading managers ("Commodity 
Trading Advisors") to select trades.  The objective of the Partnership is 
substantial capital appreciation with controlled volatility.  There can be no 
assurance that the Partnership will achieve its objectives or avoid 
substantial losses.

The General Partner has no prior experience in the management of a commodity 
pool, however, the principal of the General Partner, Ms. Shira Pacult, has 
been engaged in supervision of individual managed commodity accounts for over 
16 years and is the principal of both another public commodity pool, Fremont 
Fund, Limited Partnership and a privately offered commodity pool, Auburn 
Fund, Limited Partnership, which is being offered simultaneously with this 
Partnership.  See "Description of the General Partner".  The Partnership 
hereby offers to sell $5,000,000 of units of limited partnership interest 
(the "Units") under the terms and conditions described herein.  The Units are 
initially offered at a value arbitrarily established by the General Partner 
at One Thousand Dollars ($1,000) per Unit, with a minimum purchase, per 
investor, of 15 Units ($15,000);  provided, however, the General Partner, in 
its sole discretion, may permit the purchase by an investor of less than 15 
but more than 5 Units.  After the sale of the first seven hundred Units, the 
Partnership will commence trading and, thereafter, the Units will be sold for 
the Net Asset Value at the end of each Month.  Net Asset Value is the value 
of the Unit after additions and deductions for profits, losses, expenses, 
fees and reserves.  If subscriptions for Seven Hundred (700) Units 
($700,000), (the "Minimum Units") have not been received and accepted by the 
General Partner within one year (the "Minimum Units Offering Period") from 
the date of this prospectus (the "Prospectus"), this offering will terminate 
and all amounts paid by subscribers will be returned in the manner provided 
in the subscriber's Subscription Agreement.  If the General Partner receives 
and accepts subscriptions for at least the Minimum Units prior to the close 
of the Minimum Units Offering Period, the Partnership will commence trading 
operations and, thereafter, Units may be offered for sale, from time to time, 
in the sole discretion of the General Partner, at a price per Unit equal to 
the Net Asset Value Per Unit computed as of the end of the month in which the 
subscription agreement was received.  If the Minimum Units are sold, this 
offering shall continue until the earlier of (i) such time as all of the 
Units offered hereby have been sold, or (ii) such earlier time as the 
offering is terminated by the General Partner, in its sole discretion.

The transferability of Units is subject to the approval of the General 
Partner and no trading or market for the Units now exists or is expected to 
develop on any exchange or over the counter market.  Consequently, Units 
should be purchased for long-term investment only.  There also can be no 
assurance that any or all of the Minimum Units or any additional Units will 
be sold.

                         SUMMARY OF THE OFFERING 

The following summary is qualified, in its entirety, by the more detailed 
information appearing elsewhere in this Prospectus, in the Exhibits, and 
other documents identified herein.  Reference to subsections in this 
Prospectus are in quotation marks.  Terms with the initial letter capitalized 
are defined in the Glossary in Appendix I to this Prospectus.  

RISK FACTORS

An investment in the Partnership is speculative and involves substantial 
risks which include, but are not limited to, the risk of loss of a Partner's 
entire investment, the speculative nature of trading in commodity futures and 
forward contracts and options, the substantial charges which the Partnership 
will incur regardless of whether any profits are earned, the restricted 
transfer and no market for sale of the Units, and the Partnership's reliance 
on the General Partner and the commodity trading advisors ("CTAs") it employs 
to conduct trading on behalf of the Partnership.  See "Description of 
Charges", "Risk Factors", "Conflicts of Interest", and Exhibit A.

CONFLICTS OF INTEREST

Significant potential and actual conflicts of interest may arise as a result 
of (i) the right of the principal of the General Partner, Ms. Shira Del 
Pacult, and the General Partner to manage, and the actual management by the 
CTAs of, other 

                                        1
<PAGE>

commodity pools;  (ii) Ms. Shira Del Pacult's right, once the Minimum is 
sold, to purchase Units in the Partnership; (iii) an Affiliate of the General 
Partner will receive the difference between the fixed commissions and the 
actual round-turn commissions paid from the Partnership's trading activities, 
creating a disincentive for the General Partner to replace the IB which is 
Affiliated with it even if such replacement may be in the best interest of 
the Partnership; (iv) the share of the Partnership's fixed commission to be 
paid to the Affiliate of the General Partner in lieu of round-turn brokerage 
commissions has not been negotiated at arm's length; (v) the Selling Agent is 
Affiliated with the principal of the General Partner and, therefore, no 
independent due diligence of the offering will be conducted for the 
protection of the investors, although the General Partner has taken steps to 
insure that the Partnership equity is held in segregated accounts at the 
banks and futures commission merchant selected and has otherwise assured the 
Selling Agent that all money on deposit is in the name of and for the 
beneficial use of the Partnership; (vi) the General Partner selects the 
trading advisors for the Partnership and the trading advisors determine the 
frequency of trading, resulting in a conflict of interest of the General 
Partner between it selecting trading advisors who will trade to maximize 
profits rather than to minimize the number of trades; i.e., it is in the best 
interest of the General Partner to reduce the frequency of trading to 
maximize the difference between the fixed commission and the share of the 
fixed commission, after payment of the round-turn commissions, the IB 
Affiliated with it will receive; (vii) the General Partner, should it manage 
or sponsor other commodity accounts, and the CTAs may have incentives to 
favor other accounts over the Partnership; (viii) the General Partner has an 
incentive to discourage redemptions because the IB Affiliated with the 
General Partner receives a portion of the fixed commissions based on the Net 
Asset Value of the Partnership assigned to be traded; (ix) the General 
Partner, the CTAs and their principals and affiliates may trade in the 
commodity markets for their own accounts and may take positions opposite or 
ahead of those taken for the Partnership; and, (x) the CTAs are compensated 
based on a percentage of the New Net Profit of the Partnership and thus may 
have an incentive to engage in ill-advised trades.  See "Conflicts of 
Interest" and "Risk Factors".

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Business Objective and Expenses

The Partnership will engage in the speculative trading of domestic and 
foreign commodity futures contracts and options at the direction of the 
independent commodity trading advisors (the "CTAs") it selects.  See "Risk 
Factors", "Conflicts of Interest", "Use of Proceeds", "General Partner", 
"Commodity Trading Advisors", Appendix I and Exhibit A.  See, "Experts" and 
the Financial Statements.  The Partnership was organized in January 1998 and, 
except for the preparation of this Prospectus and the preparation to engage 
in the commodity trading business, has not yet engaged in business.  The 
principal objective will be to generate increased capital.  There can be no 
assurance that the Partnership can achieve this objective.  Distributions of 
profits, if any, will be made at the sole discretion of the General Partner.  
The Partnership is subject to substantial charges, regardless of whether 
profits are earned.  If there are no claims, the Partnership must earn 
approximately a 34.3% return on equity if the Minimum is sold, or a 24.0% 
return on equity if the Maximum is sold to permit the investor to Redeem a 
Unit at the sales price of $1,000 at the end of the first year of operation.  
In addition, Partners will be required to pay Federal, state and local taxes 
upon income, if any, in the year earned by the Partnership, although there 
will be no expectations of distributions of income during that, or any other, 
year.  Accordingly, the purchase of Units in the Partnership is intended to 
be a long-term investment.  Neither the General Partner nor any other person 
has made any promise or guarantee that the Partnership will be profitable or 
otherwise meet its objectives.

Securities Offered

Atlas Futures Fund, Limited Partnership (the "Partnership") will offer and 
sell Limited Partnership interests in the Partnership which will have pro 
rata rights to profit and losses with all other owners equal to the Capital 
they have contributed, but Limited Partners will have limited obligations to 
pay the debts of the Partnership in excess of their contribution to Capital 
plus their undistributed profits, less losses.  In addition, these interests 
will have no voice in the day to day management of the Partnership.  They 
will have the right to vote on Partnership matters such as the replacement of 
the General Partner.  These Limited Partnership interests are included in the 
definition of units (the "Units") which are offered for sale for One Thousand 
Dollars ($l,000) per Unit.  This sales price per Unit was arbitrarily set by 
the General Partner without regard to expected earnings and does not 
represent present or projected market or Redemption value.  Funds with 
respect to subscriptions received prior to the commencement of trading 
operations by the Partnership (and not rejected by the General Partner) will 
be deposited and held in a separate escrow account (the "Escrow Account") in 
the name of the Partnership at Star Financial Bank, 2004 N. Wayne St., 
Angola, IN 46703 (the "Escrow Agent").  If the General Partner has not 
accepted subscriptions for the 700 Units (the "Minimum") before the lapse of 
one year from the date of this Prospectus, (the "Initial Offering Period"), 
this offering will terminate and all documents and amounts 

                                        2
<PAGE>

deposited to the Escrow Account by subscribers will be returned, plus 
interest and without deduction for any commissions, fees or costs.  Upon the 
sale of the Minimum, the Partnership will commence trading.  The remaining 
4,300 Units will be offered for sale at a price per Unit equal to the Net 
Asset Value Per Unit as of the close of trading on the effective date of such 
purchase, which will be the close on the last business day of the month in 
which the General Partner accepts a duly executed Subscription Agreement and 
capital contribution from the subscriber.  No escrow will be utilized for 
Units sold after the sale of the Minimum.  All subscriptions are irrevocable 
and subscription payments, after the statutory withdrawal period, if any, 
which are accepted by the General Partner, and either deposited in the Escrow 
Account or in the Partnership account, may not be withdrawn by subscribers.  
Although a maximum of $5,000,000 of Units are offered hereby, the Limited 
Partnership Agreement authorizes the General Partner to sell additional Units 
and there is, therefore, no maximum aggregate number or contribution for 
Units which may be offered or sold by the Partnership by future offerings.  
There cannot be any assurance that the Minimum Units or any additional Units 
will be sold and the General Partner is authorized, in its sole discretion, 
to terminate this, or any future, offering of Units.

CHARGES TO THE PARTNERSHIP

Compensation of the General Partner

The Partnership will pay a fixed amount for brokerage commissions of nine 
percent (9%) per year, payable monthly upon the assets assigned by the 
General Partner for trading to Futures Investment Company, the introducing 
broker, (the "IB"), affiliated with the principal of the General Partner, for 
introducing trades through Vision Limited Partnership, the futures commission 
merchant (the "FCM").  See "The Futures Commission Merchant".  The IB will 
pay all round-turn brokerage commissions, pit brokerage and other clearing 
expenses to the FCM, which will act in the normal capacity as a futures 
commission merchant and will hold the equity assigned by the General Partner 
for trading and will clear the trades entered by the CTAs pursuant to the 
power of attorney granted by the General Partner to the CTAs to trade on 
behalf of the Partnership.  The past history of the frequency of trades by 
the CTAs has been at the rate of approximately 225 round turns per month for 
every million dollars ($1,000,000) of equity under management.  In the 
unlikely event the CTAs trade 675 round turns for every million dollars 
($1,000,000) in any month, the General Partner has the right, but not the 
obligation, to suspend trading until the commencement of the next month.  
This suspension of trading is to limit the exposure to loss to the General 
Partner to a defined amount determined by the maximum number of round turn 
commissions the IB will pay to the FCM during any one month.  Trading will 
automatically resume the following month subject to the same maximum of 675 
trades for that and any future month.  From the 9% paid by the Partnership, 
the IB will pay six percent (6%) per year to the broker dealers and other 
duly licensed entities, pro-rated to the value of Units sold, who have 
facilitated the sale of Units, as trailing commissions, in exchange for 
services provided to the investors and the Partnership to communicate results 
to the investors and other similar assistance. 

Management and Incentive Fees

The Partnership will pay a management fee to the General Partner at the 
annual rate of three percent (3%) of equity in the Partnership payable at the 
end of each month (1/4 of 1%) and a management fee to the CTAs of three 
percent (3%) per year, payable at the rate of one-quarter of one percent (1/4 
of 1%) of the Net Assets allocated to each CTA to trade at the close of each 
month, which are held in the trading account assigned to them at the futures 
commission merchant or merchants.  The Partnership will also pay to the 
General Partner an allocation of profit, earned in the accounts assigned to 
each CTA, of fifteen percent (15%) of the New Net Profit of the Partnership 
for each quarterly period that the Net Asset Value for a CTA at the end of 
such quarterly period for each account exceeds the highest previous quarterly 
Net Asset Value in that account for that CTA.  The General Partner will be 
responsible for payment of all incentive fees to the CTAs.  It will be 
possible for one of the CTAs to produce New Net Profit in the account 
assigned to him and be paid an incentive fee while the other CTA or CTAs 
produce losses which cause the Partnership to suffer a net loss for the 
quarter or the year.  The Partnership also will be obligated to bear certain 
other periodic operating, fixed, and extra-ordinary expenses of the 
Partnership including, but not limited to, legal and accounting fees, defense 
and payment of claims, trading and office expenses, and sales charges.  See 
"Description of Charges to the Partnership".  


                                        3
<PAGE>

<TABLE>
* Charges to the Partnership                                            

<CAPTION>
Entity                         Form of Compensation                            Amount of Compensation

<S>                            <C>                                             <C>
General Partner                3% management fee of Net Asset Value;           3% management fee of Net Asset Value;
                               reimbursement of Offering Expenses              reimbursement of Offering Expenses upon the 
                                                                               Initial Closing; reimbursement of 
                                                                               Organizational Expenses amortized over 60 
                                                                               months

Selling Agents                 Sales Commission of 6% of Gross Selling Price   6% of Selling Commissions and Trailing 
                               of Units, subject to waiver at the sole         Commissions of 6% 
                               discretion of the General Partner, and a 
                               percentage of the Trailing Commission

Introducing Broker Affiliated  Fixed Commissions                               9% of assets assigned by General Partner 
with the General Partner                                                       for trading, less costs to trade to FCM 
                                                                               and less 6% trailing commissions paid 
                                                                               to Selling Agents which will include 
                                                                               persons Affiliated with the General Partner

Futures Commission Merchant    Round-turn commissions paid from the fixed      Brokerage Commissions negotiated with the 
                               commissions paid by the Partnership;            Introducing Broker; reimbursement by the 
                               reimbursement of delivery, insurance, storage   Partnership of actual payments to third 
                               and any other charges incidental to trading     parties in connection with Partnership 
                               and paid to third parties.                      trading.

Commodity Trading Advisors     Fixed Management Fee and Incentive Fee          One quarter of one percent of Net Assets 
                                                                               per month assigned to each CTA to trade; 
                                                                               (3% per year) plus fifteen percent (15%) 
                                                                               of the New Net Profits of the account for 
                                                                               each quarterly period that the Net Assets 
                                                                               at the end of such quarterly period for a 
                                                                               CTA exceeds the highest previous 
                                                                               quarterly Net Assets for that CTA.

Third Parties; Offering        Legal, accounting fees, and other actual        Estimated at $47,000 in the initial year 
Expenses; Organizational       expenses necessary to the operation of the      and $23,000 for each year, thereafter, 
Expenses                       Partnership, and all claims and other           ($18,000 for accounting and $5,000 for 
                               extraordinary expenses of the Partnership.      legal), in addition to Organizational 
                                                                               expenses of $5,000, amortized over 60 
                                                                               months.  Claims and other costs can not be 
                                                                               estimated and will be paid as incurred.
</TABLE>

See "Charges to the Partnership".

USE OF PROCEEDS

The gross sales price, less 6% sales commissions (i.e., the net proceeds of 
the offering, together with the General Partner's capital contribution) will 
be used in the Partnership's business of speculative, high risk trading of 
commodity futures 

                                        4
<PAGE>

contracts, inter-bank forward currency contracts, and options upon those 
contracts.  Additionally, the gross proceeds will be used to reimburse the 
General Partner for the Offering Expenses upon the Initial Closing.  Upon 
admission of subsequent Partners to the Partnership, a charge will be made to 
such newly admitted Partners equal to their pro-rata share of the Offering 
Expenses which will be credited to the Capital Accounts of the prior admitted 
Partners to reimburse them for the Offering Expenses they advanced.  No 
limitations have been placed by the General Partner upon the positions or 
types of contracts which may be traded by the CTAs who will trade for the 
Partnership.  The General Partner has complete authority pursuant to the 
Partnership Agreement to determine, from time to time, the amount of equity 
deposited with the FCM and how much is used for other investments and on 
deposit in bank accounts.  Upon the sale of the Minimum, the General Partner 
expects to deposit 3% of the prior month-end Net Asset Value to a regular 
checking account in the name of the Partnership to pay current expenses and 
Redemptions for the next month and the balance to be deposited with the FCM 
to be available for trading.  From 5% to 30% of the Net Asset Value on 
deposit with the FCM is expected to be committed to margin to hold positions 
taken by the CTAs for the account of the Partnership. 

The General Partner will purchase Units to permit it to maintain not less 
than a one percent (1%) interest in the income, losses, gains, deductions and 
credits of the Partnership.  In addition, the General Partner may purchase 
additional Units for the same price established, from time to time, pursuant 
to the terms of this Offer, without payment of sales commissions.
? SELECTION OF COMMODITY TRADING ADVISORS AND ALLOCATION OF EQUITY
The General Partner is solely responsible for the selection of the CTAs and 
the allocation of equity to the CTAs it selects.  The General Partner has 
entered in advisory contract with independent commodity trading advisors to 
direct all trading with the commodity broker, Vision Limited Partnership, 
(the "Futures Commission Merchant").  The Partnership will rely, pursuant to 
the Advisory Agreements and Powers of Attorney attached as Exhibits F, G H, I 
and J, upon Michael J. Frischmeyer ("Frischmeyer"), Commoditech, Inc. 
("Commoditech") and Rosenbery Capital Management, Inc. ("Rosenbery"), J.A.H. 
Research and Trading ("JAH"), and C&M Traders, Inc. ("C&M"), the Commodity 
Trading Advisors selected by the General Partner to trade the equity of the 
Partnership and to implement the trading methods and strategies.  Upon the 
sale of the Minimum, the General Partner intends to assign 70% of total 
trading equity to Frischmeyer, 10% to Commoditech 10% to Rosenbery, 5% to JAH 
and 5% to C&M.  See Exhibits F, G H, I and J.


FEDERAL INCOME TAX ASPECTS

Partners must pay tax on any profits during the year earned by the 
Partnership even though no distributions may have been made during that year.  
The Partnership pays no income tax and prospective investors must recognize 
that the actual performance records set forth in this Prospectus do not 
reflect the taxes payable by investors on their investment.  Partners will be 
taxed on interest income earned by the Partnership even though trading 
produces losses in excess of such interest income.  The Partnership's fiscal 
year for financial reporting and for tax purposes will be the calendar year.  
The General Partner expects to delegate to Mr. James Hepner, certified public 
accountant, the responsibility for the preparation of the Partnership's Form 
K-1's which is the Internal Revenue Service form which reports the taxable 
income and loss to each individual Partner and which are included in the 
Partnership's tax return.  The General Partner has or will make certain 
elections on behalf of the Partnership and has been appointed "tax matters 
partner" in the Limited Partnership Agreement to determine the Partnership's 
response to an audit and to bind certain Limited Partners to the terms of any 
settlement.  The General Partner intends not to treat any part of the 
incentive profit sharing, brokerage commissions and other ordinary expenses 
of the Partnership as "investment advisory fees".  A change in such treatment 
could result in the Partners recognizing taxable income despite having 
incurred a financial loss.  No legal opinion will be requested by the 
Partnership in regard any tax matter which involves the determination by the 
IRS of the facts related to the operation of the Partnership or as to any 
other matter which may be subject to Internal Revenue Service interpretation 
or adjustment upon audit.

No Legal Opinion As To Certain Material Tax Aspects

No legal opinion will be requested by the Partnership in regard to any State 
income tax issue.  In addition, tax counsel to the Partnership can not opine 
upon any Federal income tax issue which involves a determination by the IRS 
of the facts related to the operation of the Partnership or as to any other 
matter which may be subject to Internal Revenue Service interpretation or 
adjustment upon audit.  For example, commodity trading adviser fees are 
aggregated with employee business expenses and other expenses of producing 
income and the aggregate of such expenses is deductible only to the extent 
such amount exceeds 2% of the taxpayer's adjusted gross income.  The Federal 
income tax deductibility of these expenses depends upon factual 
determinations related to the operation of the Partnership by the General 
Partner.  See "Federal Income Tax Aspects".

                                        5
<PAGE>

REDEMPTIONS

No Partner may redeem or liquidate any Units until six (6) months after the 
commencement of trading. A Limited Partner may thereafter request the 
Partnership, subject to payment of fees, if applicable, and other conditions, 
to redeem Units held by such Limited Partner at a per Unit redemption price 
of the Net Asset Value Per Unit, adjusted to reflect certain reserves and 
contingencies, as determined at the end of the applicable monthly period.  A 
Limited Partner desiring to have Units redeemed must provide written notice 
to the General Partner by 12:00 noon on the tenth calendar day immediately 
preceding the last business day of the month in which the Units are requested 
to be redeemed.  Under certain circumstances, the General Partner may honor 
requests for Redemption only in part and/or suspend Redemptions or delay 
payment of Redemptions.  See the Limited Partnership Agreement, Exhibit A, 
and "Redemptions".  Distributions will be made from the Partnership only in 
the sole discretion of the General Partner and no such distributions are 
expected to be made. 

PLAN OF DISTRIBUTION

The Units are being offered and sold through Futures Investment Company 
("FIC"), the Affiliated IB of the principal of the general partner, and other 
broker dealers it, or those the General Partner may select, on a best efforts 
basis.  The selling commission will be six percent (6%) of the gross 
subscription for all Units sold and be subject to waiver at the sole 
discretion of the General Partner.  See "Subscription Procedure" and "Plan of 
Distribution".  FIC is registered as a broker dealer with the SEC and is a 
member of the National Association of Securities Dealers, Inc. (the "NASD"). 

SUBSCRIPTION PROCEDURE

The minimum investment per subscriber in the Partnership is $15,000.  The 
General Partner may, in its sole discretion, agree to accept investments from 
a subscriber of less than $15,000;  provided, however, no such subscription 
shall be less than $5,000.  All investments are subject to compliance with 
the minimum suitability standards established by the state of residence of 
the investor.  Unless higher amounts are otherwise specified for residents of 
a particular state, an investor must have at least either (i) a minimum net 
worth (determined exclusive of home, home furnishings, and automobiles) of 
$150,000, or (ii) a minimum annual gross income of $45,000 and a minimum net 
worth of $45,000 (once again determined exclusive of home, home furnishings 
and automobiles).  In the case of sales to fiduciary accounts, the net worth 
and income standards may be met by the beneficiary, the fiduciary account, or 
by the donor or grantor who directly or indirectly supplies the funds to 
purchase the Units, if the donor or grantor is the fiduciary.  In order to 
purchase Units, an investor must complete, execute, and deliver to the 
General Partner, suitability information, see Exhibit "C", and a Subscription 
Agreement, see Exhibit "D".

RISK FACTORS

Investment in the Units is speculative, involves a high degree of risk, and 
is suitable only for persons who have no need for liquidity in their 
investment and who can also afford to lose their entire investment in the 
Partnership.  In addition to the Risk Disclosure Statements at the beginning 
and in the Summary of this Prospectus, investors should carefully consider 
the following risks and the conflicts of interests before subscribing for 
Units.  All of these risks and conflicts are present, in different degrees, 
and without regard to whether the Minimum or the maximum number of Units are 
sold.

COMMODITY FUTURES TRADING IS SPECULATIVE AND VOLATILE 

Commodity futures, forward, and option contract prices are highly volatile.  
Price movements are influenced by changes in supply and demand; weather; 
agricultural trade, fiscal, monetary and exchange control programs and 
policies of governments; national and international political and economic 
events; and, changes in interest rates.  In addition, governments, exchanges, 
and other market authorities intervene to influence prices.  In addition, 
notwithstanding that the analysis of the fundamental conditions by the 
Partnership's trader is correct, prices still may not react as predicted.  It 
is also possible for most of the Partnership's open positions to move against 
it at the same time.  These negative events may occur in connection with 
changes in price which reach the daily limit beyond which no further trading 
is permitted until the following day.  It is possible for daily limits to be 
reached in the same direction for successive days.  Should this occur and one 
of the CTAs has taken a position on behalf of the Partnership which is 
adverse to the daily move in a particular commodity, the Partnership may not 
be able to exit the position without a substantial loss.  The loss could 
exceed the amount allocated for margin to establish and hold the position or 
the total amount of equity in the account.

                                        6
<PAGE>

LOW SECURITY DEPOSIT IN RELATION TO PRICE MOVEMENT

The small amount of money to be deposited ("margins") to hold or short a 
contract relative to its value (typically between 3% and 20% of the value) 
permit a large percentage gain or loss relative to the size of a commodity 
account.  A small price movement in the value of the contract bought or sold 
is expected to result in a substantial percentage gain or loss of equity to 
the Partnership.  For example, if at the time of purchase, five percent (5%) 
of the price of the futures contract is deposited as margin, a five percent 
(5%) decrease in the value of the position will cause a loss of all of the 
equity allocated to the trade, which could equal all of the value of the 
account.  In addition, the amount of margin assigned to a trade by the FCM is 
only a security deposit to hold the position.  The loss on a position could 
be substantially more than the margin deposited and the value of the account. 

THE PARTNERSHIP WILL PAY SUBSTANTIAL CHARGES

The Partnership is obligated to pay fixed brokerage commissions of nine 
percent (9%) per year, payable monthly upon the assets assigned by the 
General Partner for trading, a management fee to the General Partner of three 
percent (3%) of Net Asset Value, payable monthly, and a management fee on the 
equity assigned to the CTAs of 3%, payable monthly, plus $23,000 per year, 
($5,000 in legal expense and $18,000 in accounting and audit charges), 
together with Offering Expenses estimated to be $47,000 and Organizational 
Expenses of $5,000, amortized on a straight line method over the first 60 
months of the Partnership's operation.  The General Partner has advanced the 
Offering Expenses but will be reimbursed for such expenses from the gross 
proceeds of the Offering from the break of Escrow at the time of the Initial 
Closing.  Upon admission of subsequent Partners to the Partnership, a charge 
will be made to such newly admitted Partners equal to their pro rata share of 
the Offering Expenses which will be credited to the Capital Accounts of the 
prior admitted Partners to reimburse them for the Offering Expenses they 
advanced.  The Partnership expects to earn interest income.  The Partnership 
must earn income of $342.58 per Unit during the first year to permit an 
investor to redeem a Unit at the original offering price of $1,000.  The 
Partnership must pay variable operating expenses such as incentive fees to 
the CTAs, telephone, postage, and office supplies, and extra-ordinary 
expenses, such as claims and defense of claims from brokers, Partners, and 
other parties.  Also, because the incentive fees will be determined on a 
quarterly, rather than on an annual basis, and will be paid to the CTAs when 
profitable without regard to total income or loss of the Partnership during 
the period, the Partnership may be subject to substantial incentive fees in 
any given twelve (12) consecutive month period despite total losses which 
produce a decline in the Partnerships Net Assets for any such period.  See 
"Description of Charges to the Partnership".

NO RIGHT TO TRANSFER UNITS AND LIMITED ABILITY TO REALIZE RETURN ON 
INVESTMENT

Units cannot be assigned, transferred or otherwise encumbered except upon 
certain condition, including the consent of the General Partner as set forth 
in the Limited Partnership Agreement, which also imposes certain conditions 
and restrictions on the ability of a transferee of a Unit to become a 
substituted Limited Partner.  See Partnership Agreement - No Right to 
Transfer Without Consent of General Partner and Exhibit A, "The Limited 
Partnership Agreement" Article VIII which provides that no transfer of Units 
may be made without the written approval of the General Partner.  See Article 
VI, paragraph 6.1, of the Limited Partnership Agreement attached as Exhibit 
A.

Restrictions and conditions are also imposed upon a Partner's right and 
ability to cause the Partnership to redeem and liquidate the Partner's Units, 
including approval by the General Partner and certain liquidity conditions.  
Redemptions may also be honored only in part and/or delayed and/or suspended 
in certain circumstances.  See, "Redemptions".  Further, substantial 
Redemptions of Units could require the Partnership to liquidate positions 
more rapidly than otherwise desirable in order to raise the necessary cash to 
fund the Redemptions, and, at the same time, cause a smaller equity base for 
the Partnership.  The absence of buyers or sellers in the market could also 
make it difficult or impossible to liquidate positions in this circumstance 
on favorable terms, and may result in further losses to the Partnership which 
decrease the Net Asset Value Per Unit of the remaining outstanding Units.

Since there is no assurance that the Partnership will distribute to the 
Partners any profits the Partnership may experience, the Partners will have 
to depend on their limited and restricted transfer and Redemption rights to 
realize their investment in the Units.

LACK OF OPPORTUNITY TO EXIT A POSITION

It is not always possible to execute a buy or sell order, due to market 
illiquidity.  Such illiquidity can be caused by a lack of open interest in 
the contract, market conditions which produce no persons willing to take a 
particular side of a trade, or it 

                                        7
<PAGE>

may be the result of factors like the suspension of trading because of "daily 
price limits".  Most United States commodity exchanges limit movement in a 
single direction in one trading day by rules referred to as "daily price 
limits".  These limits provide that no trades may be executed at prices 
beyond the daily limits.  Once the price of a futures contract for a 
particular commodity has increased or decreased by an amount equal to the 
daily limit, positions in the commodity can be neither taken nor liquidated 
unless traders are willing to effect trades at or within the limit.  
Commodity futures prices have occasionally moved the daily limit for several 
consecutive days with little or no trading.  Similar future occurrences could 
prevent the Partnership from promptly liquidating unfavorable positions and 
subject it to substantial losses which could exceed the equity on deposit 
("margins") for such trades.  The inability to liquidate positions could 
frustrate the trading plan of the CTAs and cause losses to the Partnership in 
excess of the money invested.

CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE

Certain actual and potential conflicts of interest do exist in the structure 
and operation of the Partnership which must be considered by investors before 
they purchase Units in the Partnership.  See "Risk Factors", "Conflicts of 
Interest", and "The Limited Partnership Agreement" attached as Exhibit A to 
this Prospectus.

LIMITED PARTNERS WILL BE TAXED ON PROFITS NOT DISTRIBUTED

The Partnership is not required to make any cash distributions from profits 
and the principal objective of the Partnership is to increase capital, not 
create cash flow.  If the Partnership realizes profits for a fiscal year, 
such profits will be taxable to the Partners in accordance with their 
distributive share whether or not the profits have been distributed.  
Distributions to Limited Partners may not equal taxes payable by Partners 
with respect to Partnership profit.  Also, the Partnership might sustain 
losses offsetting such profit after the end of the year, so a Partner might 
never receive a distribution in an amount equal to the distributive share of 
the Partnership's prior year's taxable income.  See "Federal Income Tax 
Aspects" and Exhibit A, the "Limited Partnership Agreement".

PRESENT TRADE SELECTION METHODS SUBJECT TO SUDDEN ADVERSE CHANGE

The Partnership will rely, pursuant to the Advisory Agreements and Powers of 
Attorney attached as Exhibits F, G H, I and J upon Frischmeyer, Commoditech, 
Rosenbery, JAH and C&M, the CTAs, for the implementation of trading methods 
and strategies.  The Advisory Agreements provide that either the Partnership, 
or the CTAs, may terminate the relationship on immediate notice.  If the 
services of any CTA becomes unavailable, for any reason, the General Partner 
will select one or more other trading advisors to trade for the Partnership.  
No assurance is provided that any other substitute traders or methods will 
perform profitably or will be retained on as favorable terms as the replaced 
CTA.  

TRADE SELECTION MADE WITHOUT NOTICE TO PARTNERSHIP

The CTAs will enter trades on behalf of the Partnership directly with the FCM 
without the prior knowledge or approval of the General Partner of the methods 
used by the CTAs to select the trades, the number of contracts, or the margin 
required.  In addition, the General Partner does not know the prior methods 
used by the CTAs to compile the track record disclosed in this Prospectus 
which was the basis for the selection of the CTAs by the General Partner to 
trade for the Partnership.  Nor does the General Partner know how many times, 
if any, the trading methods of the CTAs have been changed in the past.  The 
General Partner will not be notified of any modifications, additions or 
deletions to the trading methods and money management principles utilized by 
the CTAs.  It is possible for the Partnership to experience sudden and large 
losses before the General Partner becomes aware of the need to take remedial 
action.

PROFITABILITY OPPORTUNITIES CHANGE WITH SIZE OF ACCOUNT

Commodity trading advisors often are unable to adjust to a change in the size 
of the money they have under management.  This is caused by numerous factors 
including, but not limited to, the difficulty of executing substantially 
larger trades made necessary by the larger amount of equity under management, 
by the restrictive effect of speculative Position Limits, or by a 
diminishment of the opportunity to Scale in Positions when available equity 
is reduced.  See the definitions section, Appendix I, for the definition of 
Position Limits and Scale in Positions.  The CTAs have not agreed to limit 
the amount of additional equity that they may manage, and they contemplate 
managing (and in all likelihood will manage) additional equity.  Increased 
equity generally results in a larger demand for the same futures contract 
position among the accounts managed by a commodity trading advisor.  
Furthermore, a considerable number of analysts believe that a trading 
advisor's rate of return tends to decrease as the amount of equity under 
management increases.

                                        8
<PAGE>

COMMENCEMENT OF TRADING WITH ONLY THE MINIMUM AMOUNT OF EQUITY

The Partnership will commence trading upon the sale of seven hundred (700) 
Units.  The General Partner has caused the Partnership to accept the risks of 
trading and payment of Offering Expenses prior to the sale of the total 
offering.  This decision could have been motivated, in part, by the need of 
the General Partner to commence trading as soon as possible to permit it to 
receive sales commissions, reimbursement of Expenses, and for the IB 
Affiliated with it to receive a portion of the fixed commissions.  However, 
the General Partner believes $700,000 is sufficient equity for the 
Partnership to break escrow, pay selling expenses, be obligated to pay 
Offering Expenses, and commence trading.

NO PRIOR OPERATION EXPERIENCE OF THE GENERAL PARTNER

The General Partner of this Partnership is a recently formed Delaware 
corporation which has not previously operated a commodity pool or engaged in 
any other business.  The risk to the Partnership of the lack of prior 
experience is diminished by the amount of experience the commodity trading 
advisors selected by the General Partner have to conduct the trading assigned 
to them.  See "The Commodity Trading Advisors".  In addition, the principal 
of the General Partner is the principal of the general partner of both 
another public commodity pool, Fremont Fund, Limited Partnership and a 
privately offered commodity pool, Auburn Fund, Limited Partnership, which is 
being offered simultaneously with this Partnership, and has over fourteen 
years of experience selecting commodity trading advisors to manage individual 
investor accounts and describing how individual managed futures accounts work 
to individual investors.  This experience is expected to benefit the 
Partnership in the quality of commodity trading advisors selected and the 
explanation of the operation of the Partnership and the attendant risks of 
investment in the Partnership to prospective investors.  See No Prior 
Performance.

LOWER COMMISSIONS FOR OTHER ACCOUNTS BECAUSE OF PARTNERSHIP ACTIVITY

The General Partner, and its principal, have not made agreements with or on 
behalf of the Partnerships with third parties for the purpose of benefit, 
directly or indirectly, to either of them; however, the maintenance of the 
Partnership's Assets with the Partnership's FCM is expected to increase 
trading activities which may enable the IB Affiliated with the principal of 
the General Partner to negotiate a lower payment to the FCM for clearing the 
trades of other accounts, including partnerships, presently in existence or 
established in the future by the General Partner, its principal, or other 
customers of the IB Affiliated with the principal of the General Partner, or 
its principals, and their Affiliates.  

FAILURE OF COMMODITY BROKERS OR BANKS 

If the FCM engaged by the Partnership to execute trades were to become 
bankrupt, it is possible that the Partnership would be able to recover none 
or only a small portion of its assets held by such FCM.  In addition, those 
funds deposited in the Partnership's account at a U.S. bank will be insured 
only up to $100,000 under existing Federal regulations.  All insured deposits 
are subject to delays in payment and amounts on deposit in a single bank in 
excess of $100,000 would be subject to the risk of total loss.

COUNTERPARTY CREDITWORTHINESS

The trading of commodities involves the entry of a contract or option to 
contract for the delivery of goods or money at a future date.  The value of 
the contract or option is directly dependent upon the creditworthiness of the 
other party to the contract.  The CTAs selected will engage in trading of 
commodities on United States Commodity Exchanges, foreign commodity 
exchanges, and the inter-bank currency markets.  The commodity exchange 
contracts and options traded on United States Exchanges are subject to 
regulation pursuant to the Commodity Exchange Act and are guaranteed by the 
credit of the members.  Contracts and options upon foreign commodity 
exchanges and the inter-bank currency markets are usually not regulated by 
specific laws and are backed only by the parties to the contracts.  It is 
possible for a price movement in a particular contract or option to be large 
enough to destroy the creditworthiness of the contracts and options issued by 
a particular party or all of the contracts and options of an entire market.  
The CTAs expect to manage this risk by trading a widely diversified portfolio 
of futures markets. 

TRADING ON FOREIGN EXCHANGES AND FORWARD CURRENCY CONTRACTS

The Partnership may trade in futures, forward and option contracts on 
exchanges located outside the United States where CFTC regulations do not 
apply, and trading on such exchanges may be subject to greater risks than 
trading on United States exchanges.  The trades will be denominated in the 
foreign currency at the location of the trade.  Accordingly, in addition to 
the price fluctuation of the position taken, the rate of inflation or other 
currency related factor may adversely effect the price.  The forward 
contracts are negotiated by the parties rather than by the open out-cry 
method used on United 

                                        9
<PAGE>

States exchanges.  The Partnership may experience credit limitations and 
other disadvantages during negotiations.  There are no limitations on daily 
price moves or position limits in forward contracts, although the principals 
with which the Partnership may deal in the forward markets may limit the 
positions available to the Partnership as a consequence of credit 
considerations. 

OPTIONS TRADING RISKS

The Partnership may engage in the trading of options (both puts and calls).  
No assurance can be given that a liquid market will exist for any particular 
commodity option or at any particular time after a position is taken.  If 
there is insufficient liquidity in the option market at the time, the 
Partnership may not be able to buy or sell to offset (liquidate) the 
positions taken.

POSSIBLE EFFECTS OF POSITION LIMITS

The CFTC and the United States commodity exchanges have established limits 
referred to as "Speculative Position Limits" or "Position Limits" (these are 
different from "daily limits" described above) on the maximum net long or net 
short futures or options positions which any person or group of persons may 
own, hold, or control in futures contracts, except position limits do not 
presently apply to certain currency futures contracts.  All commodity 
accounts owned, controlled or managed by a CTA and the advisor's principals 
will be combined for position limit purposes, to the extent they may be 
applicable.  No limitations have been placed by the General Partner upon the 
positions or types of contracts which may be traded by the CTAs who will 
trade for the Partnership.

COMPETITION IS INTENSE

Commodity futures trading is highly competitive.  The Partnership will be 
competing with others who may have greater experience, more extensive 
information about and access to developments affecting the futures markets, 
more sophisticated means of analyzing and interpreting the futures markets, 
and greater financial resources.  The greater the experience and financial 
resources, the better chance an investor has to trade commodities at a 
profit.  The Partnership will be limited by trading without the advantages of 
a warehouse to take delivery of commodities or a large capital base to hold 
positions during a period when prices do not perform as expected.

GENERAL PARTNER AND CTAs TO SERVE OTHER COMPETING BUSINESSES

The General Partner and its principal expect to manage additional pools in 
the future which may use one or more of the CTAs (and, thus, similar trading 
methods as the Partnership) and also use the IB that is Affiliated with the 
principal of the General Partner to enable them to negotiate better terms for 
clearing and other services provided, which may produce better results for 
such other pools.  See "Responsibility of the General Partner".  The 
principal of the General Partner is also the principal of the general partner 
of both another public commodity pool, Fremont Fund, Limited Partnership, and 
a privately offered commodity pool, Auburn Fund, Limited Partnership, which 
is being offered simultaneously with this Partnership, which use the same IB 
and one of the CTAs (Frischmeyer) as the Partnership.  Each CTA currently 
manages other commodity accounts and may manage new or additional deposits to 
existing accounts, including personal accounts and other commodity pools.  
Although each CTA intends to use similar trading methods for the Partnership 
and all other discretionary accounts he manages, he may vary the trading 
method applicable to the Partnership from that used for other managed 
accounts.  No assurance is given that results of the Partnership's trading 
will be similar to that of any other accounts which are now, or in the 
future, concurrently managed by any CTA.  See "Risk Factors", "Trading 
Management", and "The Commodity Trading Advisors".

LIMITED PARTNERS WILL NOT PARTICIPATE IN MANAGEMENT

Limited Partners will not participate in the management of the Partnership or 
in the conduct of its business.  To the extent that a Limited Partner would 
attempt to become involved or identified with the management of the 
Partnership, such Limited Partner could be deemed a General Partner of the 
Partnership.  No such right is conferred upon any Limited Partner by the 
Partnership Agreement.  See Exhibit A, "The Limited Partnership Agreement".

NO ASSURANCE THAT UNITS NECESSARY TO COMMENCE BUSINESS WILL BE SOLD

Futures Investment Company and other broker dealers selected, if any, have no 
obligation to purchase Units or otherwise support the price of the Units.  
The broker dealer selling agreements obligate the broker dealers to use their 
best efforts only.  See "Subscription Procedure and Plan of Distribution".

                                        10
<PAGE>

RISKS OF COMMENCEMENT OF BUSINESS AND CHANGES IN THE SIZE OF THE PARTNERSHIP

Upon the sale of the Minimum, the Partnership will encounter a start-up 
period during which it will incur certain risks relating to the initial 
assignment of equity to the CTAs and investment by the CTAs of its Net Assets 
in commodity trading positions.  The Partnership may commence trading 
operations at a difficult time, such as after sustained moves in the 
commodities markets, which result in significant initial losses.  Moreover, 
the start-up period also represents special risk in that the level of 
diversification of the Partnership's portfolio may be lower than in a fully-
committed portfolio.  The CTAs divide the equity assigned to them into 
uniform dollar amounts to trade.  For example, Mr. Frischmeyer uses his best 
efforts to trade every $40,000 the same.  In other words, the Trading Matrix 
for Mr. Frischmeyer is $40,000.  No assurance can be given that the CTAs' 
procedures for moving to a Fully-Committed Assigned Share of the $700,000 
portfolio or any substantial increase or decrease in equity in the future, 
will be successful.  For example, a CTA may have determined that the grains 
are in short supply and have taken a position in February while the 
Partnership is not ready to break escrow until May.  The entry into the 
grains in May could be too late to experience the gains required to assume 
the risk of taking the position and the CTA may elect to defer taking a fully 
invested position until his grain trade is completed for his other accounts.  
See the Definitions in Appendix I for the definitions of Trading Matrix and 
Fully Committed Assigned Share.

STATE SECURITIES ADMINISTRATORS NET WORTH OF THE GENERAL PARTNER REQUIREMENT

The state securities administrators have established guidelines applicable to 
the sale of interests in commodity pool limited partnerships.  Among those 
guidelines is the requirement that the Net Worth of a sole corporate general 
partner be equal to five percent (5%) of the amount of the offering; 
provided, however, such Net Worth is never to be less than $50,000 nor is it 
required to be more than $1,000,000.  The General Partner intends to use its 
best efforts to maintain its Net Worth in compliance with these guidelines.  
There can be no assurance, however, that the General Partner can maintain its 
Net Worth in conformity with these requirements.  The reduction in Net Worth 
to below these limits will cause a suspension in trading to permit the 
General Partner to restore its Net Worth or to liquidate the Partnership.  
Any successful claims against the General Partner are expected to be limited 
in amount of recovery to the amount of Net Worth maintained by the General 
Partner.

RELIANCE ON THE GENERAL PARTNER

Limited Partners will be relying entirely on the ability of the General 
Partner to select and to monitor the commodity trading activity of the 
Partnership, including the CTAs and any additional or substituted trading 
advisors that may be retained in the future.  Ms. Pacult is the sole 
principal and officer of the General Partner, is a principal of the IB and 
the Selling Agent, and the Partnership currently has no employees and, 
therefore, no report of executive compensation is made in this Prospectus.  
In addition, the General Partner must maintain sufficient net worth to make 
this offering pursuant to the rules and regulations of certain State 
Securities Administrators (the "NASAA Guidelines") and to maintain the tax 
status of the Partnership pursuant to the Rules and Regulations of the 
Federal Internal Revenue Service ("IRS Requirements").  To accomplish those 
results, the General Partner has entered into a Subordinated Loan Agreement 
dated February 1, 1998, with Ms. Pacult whereby Ms. Pacult has agreed to loan 
up to $100,000 to the General Partner to be repaid on January 12, 2019, or at 
such time as the General Partner has sufficient net worth to comply with 
NASAA Guidelines and IRS Requirements.

NET WORTH OF GENERAL PARTNER - FEDERAL TAX REQUIREMENT AND POSSIBILITY OF 
TAXATION AS A CORPORATION

When a sole general partner is a corporation, as is the case in this 
Partnership, IRS Requirements include a "significant" Net Worth test as one 
of the elements examined to determine if a partnership will be taxed as a 
partnership rather than as an association taxed as a corporation.  The 
General Partner, to qualify for the safe harbor ("Safe Harbor") definition of 
"significant" Net Worth is required to maintain a net worth of fifteen 
percent (15%) of the first $2,500,000 of capital contributions to all such 
partnerships or $250,000, whichever is less, and, ten percent (10%) of all 
capital contributions in excess of $2,500,000.  The General Partner intends 
to use its best efforts to utilize this Safe Harbor or otherwise to satisfy 
the IRS requirements necessary to cause the Partnership to be taxed as a 
partnership and not as a corporation.  The tax status of the Partnership has 
not been confirmed by a ruling from the IRS.  No such ruling has been or will 
be requested on behalf of the Partnership.  If the Partnership should be 
taxed as a corporation for Federal income tax purposes in any taxable year or 
years, (i) income or loss of the Partnership would not be passed through to 
the Partners; and, (ii) the Partnership would be subject to tax on its income 
at the rate of tax applicable to corporations; and, (iii) all or a portion of 
distributions, if any, made to Partners would be taxed to the Partners as 
dividend income; and, (iv) the amount of such 

                                        11
<PAGE>

distributions would not be deductible by the Partnership in computing its 
taxable income.  See the "Federal Income Tax Aspects" section of this 
Prospectus.  

RETIREMENT PLAN AND IRA PARTICIPANTS

The purchase of a Unit does not itself create an IRA and the creation and 
administration of an IRA are solely the responsibility of the investor.  A 
retirement account should carefully consider the diversification of the 
retirement assets and one should not place more of those assets in this 
Partnership than the investor determines is prudent to allocate to highly 
speculative, high risk investments, such as the Partnership.  The General 
Partner does not undertake to advise investors in any manner (including 
diversification, prudence and liquidity) with respect to investment in the 
Partnership for any investor, including retirement accounts. 

NOT AN INVESTMENT COMPANY

The Partnership, the General Partner, Ms. Pacult, and the Commodity Trading 
Advisors are not required nor do they intend to be registered under the 
Investment Company Act of 1940, as amended (or any similar state law) as 
either an investment company or investment advisor.  Investors, therefore, 
are not accorded the protective measures provided by any such legislation.

POSSIBILITY OF AUDIT AND TAX MATTERS PARTNER

Historically, partnerships have had a higher percentage of returns audited by 
the IRS than other forms of business entities.  In the event of any such 
audit of the Partnership's return, there can be no assurance that adjustments 
to the reported items will not be made.  If an audit results in an 
adjustment, Partners may be required to file amended returns, may be subject 
to a separate audit, and may be required to pay back taxes, plus penalty and 
interest.  The General Partner is named "tax matters partner" and has been 
granted the power to settle any claim from the IRS on behalf of each Limited 
Partner who holds one percent (1%) or less in the Partnership, who does not 
timely object to the exercise of such authority, after notice.  See "Federal 
Income Tax Aspects".

POSSIBLE ADVERSE DETERMINATION BY THE IRS

The General Partner has obtained the opinion of The Scott Law Firm, P.A. that 
the Partnership, as it is intended to be operated by the General Partner, 
will be taxed as a Partnership and not as an association taxable as a 
corporation.  The Law Firm is not able to opine upon the tax treatment of 
certain Offering and operating Expenses as the determination depends upon 
questions of fact to be resolved by the General Partner on behalf of the 
Partnership.  For example, commodity trading adviser fees are aggregated with 
employee business expenses and other expenses of producing income and the 
aggregate of such expenses is deductible only to the extent such amount 
exceeds 2% of the taxpayer's adjusted gross income.  It is the General 
Partner's position that the Partnership's intended operations will qualify as 
a trade or business.  If this position is sustained, the brokerage 
commissions and performance fees will be deductible as ordinary and necessary 
business expenses.  In the event of an adverse determination by the IRS, 
these expenses would be added back to the income earned by the Partnership 
and the Form K-1 submitted to each Partner revised upward to reflect this 
additional income.  Were this event to occur, it is likely that the reporting 
year adjustment would be after the individual tax returns were filed by the 
Partners.  The Partners would be required to file amended returns and pay 
interest and penalty, if any, related to the increase in tax assessed upon 
the increase in reportable income.  Such increase in reportable income would 
not result in an increase in the Net Asset Value of the Units owned by the 
Partners.  Syndication costs to organize the Partnership and Offering 
Expenses will not be deductible or amortizable by the Partnership or its 
Partners.

                            CONFLICTS OF INTEREST

Significant actual and potential conflicts of interest exist in the structure 
and operation of the Partnership.  The General Partner has used its best 
efforts to identify and describe all potential conflicts of interest which 
may be present under this heading and elsewhere in this Prospectus and the 
Exhibits attached hereto.  Prospective investors should consider that the 
General Partner intends to assert that Partners have, by subscribing to the 
Partnership, consented to the existence of such potential conflicts of 
interest as are described in this Prospectus and the Exhibits, in the event 
of any claim or other proceeding against the General Partner, any principal 
of the General Partner, the CTAs, any Principal of the CTAs, the 
Partnership's FCM, or any principal of the FCM, the Partnership's IB or any 
principal or any Affiliate of any of them alleging that such conflicts 
violated any duty owed by any of them to said subscriber.  Specifically, the 
Selling Agent is 

                                        12
<PAGE>

Affiliated with the principal of the General Partner and, therefore, no 
independent due diligence of the Partnership or the General Partner will be 
made by a National Association of Securities Dealers, Inc. member. 

MANAGEMENT OF OTHER EQUITY AND FOR THEIR OWN ACCOUNTS BY THE GENERAL PARTNER, 
THE CTAs, AND THEIR PRINCIPALS

The right of both Ms. Shira Del Pacult, the principal of the General Partner, 
and the General Partner to manage and the actual management by the CTAs of 
accounts they or their Affiliates own or control and other commodity accounts 
and pools presents the potential for conflicts of interest.  There is no 
limitation upon the right of Ms. Pacult, the General Partner, the CTAs, or 
any of their Affiliates to engage in trading commodities for their own 
account.  It is possible for these persons to take their positions in their 
personal accounts prior to the orders they know they are going to place for 
the money they manage for others.  The General Partner will obtain 
representations from all of these persons and their Affiliates that no such 
prior orders will be entered for their personal accounts.  The Partnership's 
CTAs will be effecting trades for his own accounts and for others (including 
other commodity pools in competition with this Pool) on a discretionary 
basis.  It is possible that positions taken by the CTAs for other accounts 
may be taken ahead of or opposite positions taken on behalf of the 
Partnership.  The General Partner and its principal, should they form other 
commodity pools, and the CTAs may have financial incentives to favor other 
accounts over the Partnership.  In the event the General Partner, any of its 
principal, or any CTA, or any of their principals trade for their own 
account, such trading records shall not be made available for inspection.  
The General Partner and its principal do not presently intend to engage in 
trading for their own account.  The CTAs do intend to trade for their own 
account.  Any trading for their personal accounts by the General Partner, any 
commodity trading advisor selected to trade for the Partnership or any of 
their principals could present a conflict of interest in regard to position 
limits, timing of the taking of positions or other similar conflicts.  The 
result to the Partnership would be a reduction in the potential for profit 
should the entry or exit of positions be at unfavorable prices by virtue of 
position limits or entry of other trades in front of the Partnership trades 
by the General Partner or CTAs responsible for the management of the 
Partnership.

POSSIBLE RETENTION OF VOTING CONTROL BY THE GENERAL PARTNER

There is no limit upon the number of Units in the Partnership the General 
Partner and its principal and Affiliates may purchase, and it is possible, 
though unlikely, that the General Partner and its affiliates could purchase 
sufficient Units in the Fund to retain voting control.  It will be possible 
for them to vote, individually or as a block, to create a conflict with the 
best interests of the Partnership, in regard to the selection of commodity 
trading advisors which do not trade frequently to protect the nine percent 
(9%) fixed commission paid by the Partnership to the Introducing Broker.  
However, since the General Partner is not entitled to vote on questions 
related to its removal, that possibility does not present a conflict of 
interests to the partnership.

GENERAL PARTNER TO REMAIN AGAINST POSSIBLE BEST INTEREST OF PARTNERSHIP

The General Partner's financial interest in the operation of the Partnership, 
creates a disincentive for it to voluntarily replace itself, even if such 
replacement would be in the best interest of the Partnership.  

FEES AND CHARGES TO THE PARTNERSHIP PAID TO GENERAL PARTNER NOT NEGOTIATED

The three percent (3%) management fee to the General Partner and the amount 
of the fixed commission of nine percent (9%) per year in lieu of round-turn 
brokerage commissions, payable to the IB that is Affiliated with the 
principal of the General Partner, have not been negotiated at arm's length.  
The General Partner has a conflict of interest between its responsibility to 
manage the Partnership for the benefit of the Limited Partners and the 
General Partner's interest in receiving the management fee and the IB 
Affiliated with the principal of the General Partner receiving the difference 
between the fixed commission charged the Partnership and the actual 
transaction costs incurred by the FCM as a result of the frequency of trades 
entered by the CTAs.  See "Charges to the Partnership".  The General Partner 
will select the CTAs to manage the Partnership assets and the CTAs determine 
the frequency of trading.  Because the IB Affiliated with the General Partner 
will receive the difference between the brokerage commissions and other costs 
which will be paid on behalf of the Partnership and the fixed commission, the 
General Partner's best interests are served if it selects trading advisors 
which will trade the Partnership's Net Assets assigned to them in a way to 
minimize the frequency of trades to maximize the difference between the fixed 
commission and the round-turn commissions and other costs to trade charged by 
the FCM; i.e., it is in the best interest of the General Partner to reduce 
the frequency of trading rather than concentrate on the expected 
profitability of the CTAs without regard to frequency of trades.  This 
conflict is offset by the fact the General Partner does not select any of the 
trades and the CTAs is paid an incentive of 15% of New Net Profits.  The 
arrangements 

                                        13
<PAGE>

between the General Partner and the Partnership with respect to the payment 
of the commissions are consistent in cost with arrangements other comparable 
commodity pools have made to clear their trades.  These arrangements are fair 
to the Partnership and its investors because the General Partner has assumed 
the risk of frequency of trading, up to a maximum of three times the normal 
rate by the CTAs and has assumed all liability for the payment of trailing 
commissions.

CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE

Certain actual and potential conflicts of interest do exist in the structure 
and operation of the Partnership which must be considered by investors before 
they purchase Units in the Partnership.  See "Risk Factors", "Conflicts of 
Interest", and "The Limited Partnership Agreement" attached as Exhibit A to 
the Prospectus.  In addition, the Selling Agent is Affiliated with the 
principal of the General Partner and, therefore, no independent due diligence 
of the offering will be conducted for the protection of the investors.  The 
General Partner has taken steps to insure that the Partnership equity is held 
in segregated accounts at the banks and futures commission merchant selected 
and has otherwise assured the Selling Agent that all money on deposit is in 
the name of and for the beneficial use of the Partnership.

GENERAL PARTNER TO DISCOURAGE REDEMPTIONS

The General Partner has an incentive to withhold distributions and to 
discourage Redemption because the General Partner receives compensation based 
on the Net Asset Value of the Partnership assigned to the CTAs to trade. 
HIGH RISK TRADING BY THE CTAs TO GENERATE INCENTIVE FEES
As a general rule, the greater the risk assumed, the greater the potential 
for profit.  Because the CTAs are compensated by the General Partner based on 
15% of the New Net Profit of the Partnership, it is possible that the CTAs 
will select trades which are otherwise too risky for the Partnership to 
assume to earn the 15% incentive fee on the profit should that ill-advised 
speculative trade prove to be profitable.  

IB AFFILIATED WITH THE GENERAL PARTNER TO RETAIN A SHARE OF THE COMMISSIONS

The Partnership will pay a fixed brokerage commission of 9% per year, payable 
monthly upon the assets assigned by the General Partner for trading to 
Futures Investment Company, an introducing broker Affiliated with the General 
Partner.  Futures Investment Company will retain so much of the fixed 
brokerage commission as remains after payment of the round turn brokerage 
commissions to the Futures Commission Merchant and the 6% per year trailing 
commissions to the associated persons who service the Partners' accounts in 
the Partnership.  Because the principal of the General Partner, Ms. Shira 
Pacult, is also a principal in the IB and the Selling Agent, there is a 
likelihood that the Partnership will continue to retain the IB even though 
other IB's may be available to provide better service to the Partners and 
their accounts.

NO RESOLUTION OF CONFLICTS PROCEDURES

As is typical in many futures partnerships, the General Partner has not 
established formal procedures, and none are expected to be established in the 
future, to resolve the potential conflicts of interest which may arise.  It 
will be extremely difficult, if not impossible, for the General Partner to 
assure that these and future potential conflicts will not, in fact, result in 
adverse consequences to the Partnership or the Limited Partners.  The 
foregoing list of risk factors and conflicts of interest is complete as of 
the date of this Prospectus, however, additional risks and conflicts may 
occur which are not presently foreseen by the General Partner.  Investors are 
not to construe this Prospectus as legal or tax advice.  Before determining 
to invest in the Units, potential investors should read this entire 
Prospectus, including the limited partnership agreement attached as Exhibit A 
and the subscription agreement, and consult with their own personal legal, 
tax, and other professional advisors as to the legal, tax, and economic 
aspects of a purchase of Units and the suitability of such purchase for them.  
See "Investor Suitability".  

INTERESTS OF NAMED EXPERTS AND COUNSEL

The General Partner has employed The Scott Law Firm, P.A. to prepare this 
Prospectus, provide certain tax advice and opine upon the legality of the 
issuance of the Units.  Neither the Law Firm nor its principal, nor any 
accountant or other expert employed by the General Partner to render advice 
in connection with the preparation of the Prospectus or any documents 
attendant thereto, have been retained on a contingent fee basis nor do they 
have any present interest or future expectation of ownership in the 
Partnership or its General Partner or the Underwriter or the CTAs or the IB 
or the FCM. 

                                        14
<PAGE>

THE PARTNERSHIP AND FUTURES INVESTMENT COMPANY SHARE THE SAME ADDRESS

Both the Partnership and the Introducing Broker/Selling Agent, FIC currently 
reside at 5916 N. 300 West, Fremont, IN 46737.  It is possible, though 
unlikely, that mail correspondence, files, or other materials belonging to or 
intended for the Partnership could become intermixed with like items 
belonging to or intended for FIC.  To prevent this from occurring, strictly 
separate files will be maintained for both entities.

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          THE PARTNERSHIP - GENERAL PARTNER - BOOKS AND RECORDS 

Atlas Futures Fund, Limited Partnership (the "Partnership") was organized 
under the Delaware Uniform Limited Partnership Act as of January 12, 1998.  
The principal office of the Partnership is located at 5916 N. 300 West, 
Fremont, IN 46737.  Its telephone number is (219) 833-1306 and facsimile 
number is (219) 833-4411.  The Partnership will terminate at 11:59 p.m. on 
January 12, 2019, or upon an event causing an earlier termination as set 
forth in the Limited Partnership Agreement.  See Exhibit A - "Termination of 
the Partnership".  

The Partnership is managed by its General Partner, Ashley Capital Management, 
Inc., a Delaware corporation, incorporated on October 15, 1996 (the "General 
Partner" and "Commodity Pool Operator").  The Partnership will not have 
officers or employees and, therefore, there is no report of executive 
compensation in this Prospectus.  The General Partner's principal office is 
c/o Corporate Systems Inc., 101 North Fairfield Drive, Dover, Kent County, DE 
19901.  Ms. Shira Del Pacult is the sole principal, shareholder, director, 
and officer of the General Partner and has no ownership in any of the CTAs or 
the selling broker dealer.  Mr. Michael Pacult, Ms. Pacult's husband, will 
have no ownership or role in the management of the General Partner, but will 
be an associated person, officer and fifty percent shareholder in the 
Affiliated Introducing Broker and Selling Agent, Futures Investment Company, 
which will be paid the fixed brokerage commissions by the Partnership.  Mr. 
Pacult is expected to sell Units in the Partnership.  The principal of the 
General Partner has over fourteen years of experience in the sale of 
commodity pool interests for other pool operators and the management of 
individual managed commodity accounts, and is the principal of the general 
partner of both another public commodity pool, Fremont Fund, Limited 
Partnership and a privately offered commodity pool, Auburn Fund, Limited 
Partnership, which is being offered simultaneously with this Partnership. 

The books and records for the Partnership will be maintained for six years at 
5916 N. 300 West, P. O. Box C, Fremont, Indiana 46737.  A duplicate set of 
the books will be maintained by Mr. James Hepner, Certified Public 
Accountant, 1824 N. Normandy, Chicago, IL 60635, (773) 804-0074.  Mr. Hepner 
will also prepare the Form K-1 for the Partnership.  The General Partner will 
server as tax partner for the Partnership.  Frank L. Sassetti, & Co., 6611 
West North Avenue, Oak Park, IL 60302 will conduct the annual audit of the 
Partnership and its General Partner and also prepare the Partnership tax 
returns.

THE COMMODITY TRADING ADVISORS

The General Partner has initially selected three independent commodity 
trading advisors ("CTAs") to conduct trading on behalf of the Partnership.  
They are Michael J. Frischmeyer, who is to receive 70% of the assets assigned 
by the General Partner to trade, Commoditech, Inc., which is to receive 10% 
of such assets, and Rosenbery Capital Management, Inc., which is to receive 
10% of such assets, J.A.H. Research and Trading, which is to receive 5% of 
such assets, and C&M Traders, Inc., which is to receive the remaining 5% of 
such assets.  The General Partner has provided the CTAs with a revocable 
power of attorney pursuant to the terms of an advisory contract between the 
Partnership and the CTAs to trade the account or accounts of the Partnership 
assigned by the General Partner to the CTAs to trade.  The markets to be 
traded, the location of those markets, the size of the position to be taken 
in each market, the timing of entry and exit in a market are within the sole 
judgment of the CTAs.

THE ADVISORY CONTRACTS AND POWERS OF ATTORNEY

The General Partner will assign a portion of the Partnership assets to the 
CTAs it selects to trade.  The terms of this assignment of assets is governed 
by Advisory Contracts and Powers of Attorney signed with each CTA.  See 
Exhibits F, G H, I and J.  The Advisory Contracts and Powers of Attorney 
granted by the Partnership to the CTAs is terminable upon immediate notice by 
either party to the other.  Accordingly, neither party can rely upon the 
continuation of the Advisory Contracts and Powers of Attorney.  Should the 
Partnership prove to be profitable it is unlikely the General Partner will 
terminate the Powers of Attorney granted to the CTAs responsible for the 
production of those profits.

                                        15
<PAGE>

BUSINESS OBJECTIVE AND EXPENSES

The General Partner organized the Partnership to be a commodity pool, as that 
term is defined under the Commodity Exchange Act, to trade exchange listed 
futures contracts and non-listed forward contracts and options upon those 
contracts to produce profits to the investors in the Partnership.  The 
General Partner is authorized to do any and all things on behalf of the 
Partnership incident thereto or connected therewith.  See Article II of The 
Limited Partnership Agreement, attached as Exhibit A.  The plan of operation 
is for the General Partner to employ independent investment management to 
conduct this trading.  The Partnership is not expected to engage in any other 
business.  The objective of the Partnership is to achieve the potentially 
high rates of return which are possible through speculative trading in the 
contracts and in the markets identified in "The Commodity Trading Advisors".  
The General Partner intends to allocate substantially all of the Partnership 
Capital to conduct this trading with the CTAs identified in "The Commodity 
Trading Advisors".  The CTAs have advised that they intend to allocate 
between 20% and 30% of the Capital assigned to them to trade to margin and 
secure the trading positions they select.  There can be no assurance that the 
Partnership will achieve its business objectives, be able to pay the costs to 
do business, or avoid substantial trading losses.  

In that regard, the Partnership is subject to substantial fixed charges.  The 
General Partner will be paid a management fee of three percent (3%) of Net 
Asset Value; in addition, the CTAs will be paid a three percent (3%) 
management fee upon the equity assigned to them, and the Partnership will pay 
fixed brokerage commissions of nine percent (9%) of assets assigned by the 
General Partner for trading to the IB.  Accordingly, to redeem a Unit at the 
original face value at the end of the first twelve months of trading and 
avoid a loss, the Partnership will need to generate, annually, interest 
income and gross trading profits of 34.3%, which includes the fixed costs of 
administration, which are estimated by the General Partner to be 
approximately $23,000 per year, ($5,000 for legal fees and $18,000 for 
accounting and audit fees), Offering Expenses estimated to be $47,000, and 
Organizational Expenses of $5,000, amortized on a straight line method over 
60 months.  The General Partner has advanced the Offering Expenses but will 
be reimbursed for such expenses from the gross proceeds of the Offering from 
the break of Escrow at the time of the Initial Closing.  Upon admission of 
subsequent Partners to the Partnership, a charge will be made to such newly 
admitted Partners equal to their pro-rata share of the Offering Expenses 
which will be credited to the Capital Accounts of the prior admitted Partners 
to reimburse them for the Offering Expenses they advanced.

Below is a chart setting forth expenses during the first twelve full months 
of the Partnership's operations.  All interest income will be paid to the 
Partnership.  The chart below assumes that the Partnership's Unit value 
remains at $1,000 during the first 12 months of the Partnership's operations.

<TABLE>
                              EXPENSES PER UNIT
                FOR THE FIRST 12-MONTH PERIOD OF OPERATIONS
<CAPTION>
                                                     Minimum        Maximum
<S>                                             <C>           <C>
Gross Units Sold                                $ 700,000.00  $5,000,000.00

Selling Price per Unit (1)                      $   1,000.00  $    1,000.00

 Selling Commission (1)                         $      60.00  $       60.00
 Offering and Organizational Expenses (2)              68.33           9.57
 General Partner's Management Fee                      30.00          30.00
 Partnership Operating Expenses (3)                    32.86           4.60
 Trading Advisors' Management Fees (4)                 30.00          30.00
 Trading Advisors' Incentive Fees on New 
   Net Profits (5)                                     51.39          36.03
 Brokerage Commissions and Trading Fees (6)            90.00          90.00
 Redemption Fee (7)                                    40.00          40.00  
 Less Interest Income (8)                             (60.00)        (60.00)  
 
Amount of Trading Income Required for the
 Partnership's Net Asset Value per Unit 
 (Redemption Value) at the End of One Year 
 to Equal the Selling Price per Unit (9)            $ 342.58       $ 240.20

 Percentage of Initial Selling Price per Unit          34.3%          24.0%


                                        16
<PAGE>

<FN>
Explanatory Notes: 

(1) Investors will initially purchase Units at $1,000 per Unit.  After the 
commencement of trading, Units will be purchased at the Partnership's month-
end Net Asset Value per Unit.  A 6% sales commission, subject to waiver at 
the sole discretion of the General Partner, will be deducted from each 
subscription. 

(2) The Partnership will reimburse the General Partner for Offering Expenses, 
estimated to be a total of $47,000, from the gross proceeds of the offering 
at the time of the break of Escrow for the sale of the Minimum.  The 
Partnership will also reimburse the General Partner for $5,000 in 
Organizational Expenses to be amortized on a straight line method over the 
first 60 months of the Partnership's operation.  Upon admission of subsequent 
Partners to the Partnership, a charge will be made to such newly admitted 
Partners equal to their pro-rata share of the Offering Expenses which will be 
credited to the Capital Accounts of the prior admitted Partners to reimburse 
them for the Offering Expenses they advanced.  Offering and Organizational 
Expenses includes all Offering Expenses of $47,000 and one fifth ($1,000, or 
12 months' worth) of the Organizational Expenses.

(3) The Partnership's actual accounting, auditing, legal and other operating 
expenses will be borne by the Partnership.  These expenses are estimated to 
be $23,000 per year without regard to whether the Minimum or the Maximum is 
sold.  These expenses have been computed against the Minimum Partnership 
Beginning Capital of $658,000 and maximum of $4,700,000 to allow for 
deduction of sales commissions.

(4) The Partnership's CTAs will be paid a total monthly management fee of 1/4 
of 1% of Allocated Net Assets.

(5) Each CTA will receive an incentive fee of 15% of New Net Profits each 
quarter earned upon the Capital assigned to him to trade.  The $51.39 of 
incentive fees shown above is equal to 15% of total trading income of $342.58 
adjusted to earn sufficient income to return the original $1,000 to the 
investor upon Redemption at the end of the first year without computation of 
incentive fee upon the interest earned or the incentive fee to be paid and 
without reduction for brokerage commissions and after payment of management 
fees to the General Partner and the CTAs.

(6) Brokerage commissions and trading fees are fixed at 9% of assets assigned 
by the General Partner for trading.  For purposes of this calculation, the 
assumption is that all equity will be made available to the CTAs to trade.

(7) The Redemption Fee of 4% is computed upon the assumed $1,000 value of the 
Redemption at the end of the first year.

(8) The Partnership will earn interest on margin deposits with its Futures 
Commission Merchant and Bank Deposits.  Based on current interest rates, 
interest income is estimated at 6% of Net Asset Value. 

(9) This computation assumes there will be no claims or extra-ordinary 
expenses during the first year. 

</TABLE>

THE ABOVE PRESENTATION DOES NOT CONSTITUTE REPRESENTATION BY THE PARTNERSHIP 
AS TO THE ACTUAL OPERATING EXPENSES OR INTEREST INCOME OF THE PARTNERSHIP.  
THERE CAN BE NO ASSURANCE THAT THE EXPENSES TO BE INCURRED BY THE PARTNERSHIP 
WILL NOT EXCEED THE AMOUNTS AS PROJECTED OR THAT THERE WILL BE NO OTHER 
EXPENSES.

In addition, Partners will be required to pay Federal, state and local taxes 
upon income, if any, in the year earned by the Partnership, although there 
will be no expectations of distributions of income during that, or any other, 
year.  Accordingly, the purchase of Units in the Partnership is intended to 
be a long-term investment.  Neither the General Partner nor any other person 
has made any promise or guarantee that the Partnership will be profitable or 
otherwise meet its objectives.  The General Partner has made no guarantee 
that the Partnership will break even or produce any other rate of return per 
year.  All interest income earned upon the Capital of the Partnership will be 
paid to the Partners in their pro rata share determined by the amount of 
Capital each Partner, including the General Partner, has contributed to the 
Partnership.  The current rate of interest income expected is 6% per year.  
The General Partner estimates that 20% to 30% of total Capital, as that term 
is defined in Exhibit A, will be used for margin purposes each year.  The 
specific futures contracts to be traded, the exchanges and forward markets, 
and the trading methods of the CTAs selected are identified in "The Commodity 
Trading Advisors".

                                        17
<PAGE>

SECURITIES OFFERED

Atlas Futures Fund, Limited Partnership (the "Partnership") will offer and 
sell Limited Partnership interests in the Partnership which will have pro 
rata rights to profit and losses with all other owners equal to the Capital 
they have contributed but Limited Partners will have limited obligations to 
pay the debts of the Partnership in excess of their contribution to Capital 
plus their undistributed profits, less losses.  The Limited Partners will not 
be exposed to payment of debts of the Partnership in excess of their Capital 
contributions; provided, however, in the event the Limited Partners were to 
receive distributions which represent a return of Capital, such 
distributions, in the event of insolvency of the Partnership, would have to 
be returned to pay Partnership debts.  In addition, these interests will have 
no voice in the day to day management of the Partnership.  They will have the 
right to vote on Partnership matters such as the replacement of the General 
Partner.  See the Partnership Agreement attached as Exhibit A. 

These Limited Partnership interests are defined as the units (the "Units") 
which are offered for sale for One Thousand Dollars ($l,000) per Unit.  This 
sales price per Unit was arbitrarily set by the General Partner without 
regard to expected earnings and does not represent present or projected 
market or Redemption value.  Funds with respect to subscriptions received 
prior to the commencement of trading operations by the Partnership (and not 
rejected by the General Partner) will be deposited and held in a separate 
escrow account (the "Escrow Account") in the name of the Partnership at Star 
Financial Bank, 2004 N. Wayne St., Angola, IN 46703 (the "Escrow Agent").  If 
the General Partner has not accepted subscriptions for the 700 Units (the 
"Minimum") before the lapse of one year from the date of this Prospectus, 
(the "Initial Offering Period"), this offering will terminate and all 
documents and amounts deposited to the Escrow Account by subscribers will be 
returned, plus interest and without deduction for any commissions, fees or 
costs.  Upon the sale of the Minimum, the Partnership will commence trading.  
The remaining 4,300 Units will be offered for sale at a price per Unit equal 
to the Net Asset Value Per Unit as of the close of trading on the effective 
date of such purchase, which will be the close on the last business day of 
the month in which the General Partner accepts a duly executed Subscription 
Agreement and capital contribution from the subscriber.  No escrow will be 
utilized for Units sold after the sale of the Minimum.  All subscriptions are 
irrevocable and subscription payments, after the statutory withdrawal period, 
if any, which are accepted by the General Partner, and either deposited in 
the Escrow Account or in the Partnership account, may not be withdrawn by 
subscribers.  Although a maximum of $5,000,000 of Units are offered hereby, 
the Limited Partnership Agreement authorizes the General Partner to sell 
additional Units and there is, therefore, no maximum aggregate number or 
contribution for Units which may be offered or sold by the Partnership.  
There cannot be any assurance that the Minimum Units or any additional Units 
will be sold and the General Partner is authorized, in its sole discretion, 
to terminate this, or any future, offering of Units.

MANAGEMENT'S DISCUSSION 

This is the first offering of the Partnership's Limited Partnership Interests 
(the "Units").  The Limited Partnership Agreement permits future offerings of 
Units after the close of this offering.  The Partnership has not commenced 
operations and none will commence until after the sale of 700 Units, $700,000 
in face amount, before commissions, (the "Minimum") are sold and the Escrow 
is terminated.  The Partnership has no prior operating history and, 
therefore, there is no discussion of results of operations.

The Partnership will raise capital only through the sale of Units offered 
pursuant to this and future offerings, if any, and does not intend to raise 
money for any purpose through borrowing.  The Partnership will make certain 
capital expenditures, such as for the preparation of this Prospectus and 
other expenditures to qualify the Units for sale, and for office equipment, 
and expects to allocate all of its capital not used to pay those capital and 
operating expenses to trading and other investments.  There is no report of 
executive compensation in this Prospectus as the Partnership will not have 
any directors, officers or employees;  furthermore, the Partnership will 
conduct all of its business through the General Partner.

The General Partner has authorized the IB to select Vision Limited 
Partnership to serve as the futures commission merchant (the "FCM") to hold 
the funds allocated to the Commodity Trading Advisors to trade.  On a daily 
basis, the FCM will transmit a computer run or facsimile transmission to the 
General Partner which will depict the positions held, the margin allocated 
and the profit or loss on the positions from the date the positions were 
taken.  The General Partner will review these transmissions and based upon 
that review will determine and, with the advice of the CTAs, will make 
appropriate adjustments to the allocation of Net Asset Value to trade; 
provided, however, only the CTAs will make specific trades and determine the 
number of positions taken and the timing of entry and departure from the 
markets based upon the amount of equity available to trade.


                                        18
<PAGE>

Most United States commodity exchanges limit fluctuations in commodity 
futures contracts prices during a single day by regulations referred to as 
"daily price fluctuation limits" or "daily limits".  Once the price of a 
futures contract has reached the daily limit for that day, positions in that 
contract can neither be taken nor liquidated.  Commodity futures prices have 
occasionally moved to the daily limit for several consecutive days with 
little or no trading.  Similar occurrences could prevent the Partnership from 
promptly liquidating unfavorable positions and subject the Partnership to 
substantial losses which could exceed the margin initially committed to such 
trades.  In addition, even if commodity futures prices have not moved the 
daily limit, the Partnership may not be able to execute futures trades at 
favorable prices, if little trading in such contracts is taking place or the 
price move in a futures or forward contract is both sudden and substantial.  
Other than these limitations on liquidity, which are inherent in the 
Partnership's proposed commodity futures trading operations, the 
Partnership's assets are expected to be highly liquid.

Once the Minimum is sold and the Partnership commences operations, except for 
payment of offering and other expenses of the Partnership, the General 
Partner is unaware of any (i) anticipated known demands, commitments or 
required capital expenditures; (ii) material trends, favorable or 
unfavorable, which will effect its capital resources; or (iii) trends or 
uncertainties that will have a material effect on operations.  From time to 
time, certain regulatory agencies have proposed increased margin requirements 
on commodity futures contracts.  Because the Partnership generally will use a 
small percentage of assets for margin, the Partnership does not believe that 
any increase in margin requirements, as proposed, will have a material effect 
on the Partnership's proposed operations.  Management cannot predict whether 
the Partnership's Net Asset Value per Unit will increase or decrease.  
Inflation is not projected to be a significant factor in the Partnership's 
operations, except to the extent inflation influences futures' prices.

FIDUCIARY RESPONSIBILITY OF THE GENERAL PARTNER

The General Partner has a fiduciary responsibility to the Limited Partners to 
exercise good faith and fairness in all dealings affecting the Partnership.  
In the event that a Limited Partner believes the General Partner has violated 
such fiduciary duty to the Limited Partners, a Limited Partner may seek legal 
relief for such Limited Partner or on behalf of the Partnership under 
applicable laws, including Delaware partnership and applicable Federal and 
state securities laws, to recover damages from or require an accounting by 
the General Partner.  The Partnership Agreement conforms with the Uniform 
Limited Partnership Act for the State of Delaware in regard to the definition 
of the fiduciary duties of the General Partner.  

In addition, Partners are afforded certain rights to institute reparations 
proceedings under the Commodity Exchange Act for violations of such Act or of 
any rule, regulation or order of the CFTC by the General Partner, the CTAs 
selected and the Introducing Broker and the Futures Commission Merchant.  For 
example, excessive trading of the Partnership's account may constitute a 
violation of such Act.  A Limited Partner may also institute legal 
proceedings in court for excessive trading and may have a right to institute 
legal proceedings in court for certain violations of applicable laws, 
including the Commodity Exchange Act or rules, regulations or orders of the 
CFTC.  The General Partner will have certain defenses to claims that it is 
liable merely because the Partnership lost money or otherwise did not meet 
its business objectives.  For example, the General Partner will not be liable 
for actions taken in good faith and exercise of its best business judgment.

Also, the responsibility of a general partner to other partners is a changing 
area of the law and Limited Partners who have questions concerning the 
responsibilities of the General Partner should, from time to time, consult 
their own legal counsel. 

INDEMNIFICATION

The Limited Partnership Agreement provides that the General Partner shall not 
be liable, responsible or accountable in damages or otherwise to the 
Partnership or any of the Limited Partners for any act or omission performed 
or omitted by the General Partner and which the General Partner determines, 
in good faith, to be within the scope of authority and in the best interest 
of the Partnership, except when such action or failure to act constitutes 
willful misconduct or a breach of the Federal or state securities laws 
related to the sale of Units.  The Partnership shall defend, indemnify and 
hold the General Partner harmless from and against any loss, liability, 
damage, cost or expense (including attorneys' and accountants' fees and 
expenses incurred in defense of any demands, claims or lawsuits) actually and 
reasonably incurred and arising from any act, omission, activity or conduct 
undertaken by or on behalf of the Partnership and within the scope of 
authority granted the General Partner by the Limited Partnership Agreement, 
including, without limitation, any demands, claims or lawsuits initiated by 
another Partner.  Applicable law provides that such indemnity shall be 
payable only if the General Partner (a) determined, in good faith, that the 
act, omission or conduct giving rise to the claim for indemnification was in 
the best interests of the Partnership, and (b) the act, omission or activity 
that was the basis for such loss, liability, damage, cost or expense was not 
the result of negligence or misconduct, and (c) such liability or loss was 
not the result of 

                                        19
<PAGE>

negligence or misconduct by the General Partner, and (d) such indemnification 
or agreement to hold harmless is recoverable only out of the assets of the 
Partnership and not from the Partners, individually.  

In addition, the indemnification of the General Partner in respect of any 
losses, liability or expenses arising from or out of an alleged violation of 
any Federal or state securities laws are subject to certain legal conditions.  
Those conditions presently are that no indemnification may be made in respect 
of any losses, liabilities or expenses arising from or out of an alleged 
violation of Federal or state securities laws unless (i) there has been a 
successful adjudication on the merits of each count involving alleged 
securities law violations as to the General Partner or other particular 
indemnitee, or (ii) such claim has been dismissed with prejudice on the 
merits by a court of competent jurisdiction as to the General Partner or 
other particular indemnitee, or (iii) a court of competent jurisdiction 
approves a settlement of the claims against the General Partner or other 
particular indemnitee and finds that indemnification of the settlement and 
related costs should be made, provided, before seeking such approval, the 
General Partner or other indemnitee must apprise the court of the position 
against such indemnification held by the SEC and the securities administrator 
of the state or states in which the plaintiffs claim they were offered or 
sold Units in regard to indemnification for securities laws violations.  
Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 may be permitted to the General Partner pursuant to the 
indemnification provisions in the Limited Partnership Agreement, or 
otherwise, the General Partner has been advised that, in the opinion of the 
SEC and the various state administrators, such indemnification is against 
public policy as expressed in the Securities Act of 1933 and the North 
American Securities Administrators Association, Inc. commodity pool 
guidelines and is, therefore, unenforceable.

The clearing agreement to clear the trades made between the Partnership and 
Vision Limited Partnership, at paragraph 20, provides for indemnification 
from the Partnership to Vision Limited Partnership, including reasonable 
outside and in-house attorney's fees, incurred by Vision Limited Partnership 
arising out of any failure of the Partnership to perform its duties under the 
clearing agreement. 

The General Partner has indemnified the Managing Dealer, Futures Investment 
Company, and the other Selling Agents that there are no misstatements or 
omissions of material facts in this Prospectus.

RELATIONSHIP WITH THE FCM AND THE IB

The General Partner has initially engaged Futures Investment Company as the 
sole introducing broker (the "IB") to the Partnership.  Ms. Pacult, the 
President and sole stockholder of the General Partner, is also a stockholder, 
director and officer of the IB.  Accordingly, the General Partner is 
Affiliated with the IB.  The IB has engaged Vision Limited Partnership to act 
as the sole futures commission merchant,  (the "FCM") for the Partnership.  
The General Partner believes the rates to be charged to the Partnership by 
the IB for fixed commissions are competitive.  In that regard, the General 
Partner is obligated by the NASAA guidelines to obtain the best commission 
rates available to the Partnership.  Accordingly, the General Partner is free 
to select any substitute or additional futures commission merchants or 
introducing brokers at any time, for any reason, although it has a conflict 
in regard to the IB because of the Affiliation with the principal of the 
General Partner.  The FCM and the IB may act for any other commodity pool for 
which the General Partner or Ms. Pacult, individually, as the case may be, 
will act, in the future, as general partner.  Ms. Pacult is already the 
principal of the general partner of both another public commodity pool, 
Fremont Fund, Limited Partnership and a privately offered commodity pool, 
Auburn Fund, Limited Partnership, which is being offered simultaneously with 
this Partnership.  It is possible for the General Partner and any other 
commodity pools to obtain rates from the IB that are more favorable to such 
other accounts than the fixed commissions in lieu of round-turn commissions 
charged by the IB to the Partnership. 

The FCM has tentatively established the per round-turn commission rate to be 
paid by the IB for trades made by the Partnership at $11.00 per round-turn 
for US markets plus US floor brokerage fees of $2.50 and Exchange and NFA 
fees of $1.10 for Chicago markets and $2.70 for New York Markets.  An 
additional $2.50 to $12.50 per round-turn will be charged for foreign markets 
plus Globex fees which are expected to range from $5.20 to $15.20 per round-
turn.  All of these costs will be paid by FIC from the 9% per year fixed 
commissions paid by the Partnership.  Additionally, FIC will cover any such 
costs should they exceed the fixed commission.  The FCM will credit the 
Partnership with interest at the prevailing rate on 100% of the available 
balances maintained in the Partnership accounts.

RELATIONSHIP WITH THE CTAs

The Commodity Trading Advisors will be effecting trades for their own 
accounts and for others on a discretionary basis.  They may employ trading 
methods, policies and strategies for others which differ from those employed 
for the Partnership 

                                        20
<PAGE>

and, as a consequence, such accounts may have trading results which are 
different (which could be better or worse) from those experienced by the 
Partnership.  A potential conflict of interest arises in such cases in that 
it is possible that positions taken by the CTAs may be taken ahead of or 
opposite positions taken on behalf of the Partnership.  See definitions in 
Appendix I for "Taking Positions Ahead of the Partnership".  Where in any 
case trades are identical with respect to the Partnership and other accounts 
of the CTAs and where prices are different, the CTAs have informed the 
General Partner that, pursuant to CFTC Regulation 421.03, such Commodity 
Trading Advisor will utilize the "Average Price System" for those futures and 
options contracts where its use is authorized.  See definitions in Appendix I 
for "Average Price System".  The Commodity Trading Advisors have also 
informed the General Partner that where the Average Price System is not 
available, trades will be filled (both purchases and sales) in order based on 
the numerical account numbers, with the lowest price (on both purchases and 
sales) allocated to the lowest account number and in numerical matching 
sequence, thereafter.

The past, present, and future trading methods to be utilized by the CTAs are 
proprietary in nature and will not be disclosed to the Partners.  No notice 
will be given by the CTAs of any changes they may make in their trading 
methods to the Partners.  See "Risk Factors, No Notice of Trades or Trading 
Method".

RISK CONTROL

The General Partner has obtained the commitment from the FCM that a report, 
as of the close of each business day, of the equity used for margin to hold 
the trades selected by the CTAs will be sent to the General Partner by 
overnight facsimile or computer transmission before the opening of trading on 
the next business day to permit the General Partner to review the percentage 
of equity used for margin and losses, if any.  In the event the Net Asset 
Value per Unit falls to less than fifty percent (50%) of the Net Asset Value 
established by the greater of the initial offering price of one thousand 
dollars ($1,000), less commissions and other charges, or such higher value 
earned after payment of the incentive fee for the addition of profits, the 
General Partner shall immediately suspend all trading, provide immediate 
notice as provided in the Partnership Agreement to all Partners of the 
reduction in Net Asset Value and afford all Partners the opportunity, for 
fifteen (15) days after the date of such notice, to Redeem their Units in 
accordance with the provisions of Article IX, Sections 9.5 and 9.6.  No 
trading shall commence until after such fifteen day period.  See Exhibit A 
attached.

                        CHARGES TO THE PARTNERSHIP

Investors in the Partnership will pay the cost of operation of the 
Partnership.  These charges are described in narrative form and in the chart 
which follows this narrative.  

COMPENSATION OF GENERAL PARTNER 

The General Partner will be paid an annual management fee of three percent 
(3%) of the Net Asset Value of the Partnership payable at the end of each 
month (1/4 of 1%).  

The General Partner will receive an allocation of New Net Profit of fifteen 
percent (15%) on the trading accounts assigned to the CTAs, which will be 
paid directly to them.  New Net Profits, as used herein, means the excess, if 
any, of the Net Assets of the Partnership increased by trading activity 
conducted by the CTAs at the end of each respective quarterly period over the 
Net Assets of the Partnership at the end of the highest previous quarterly 
period.

MANAGEMENT FEE AND INCENTIVE FEES TO THE CTAs

In addition to the management fee to the General Partner and the 9% fixed 
commission, the Partnership will pay a management fee to the CTAs at the 
annual rate of three percent (3%) of the equity assigned to them to trade, 
payable at the rate of one-fourth of one percent (1/4 of 1%) per month of the 
Net Assets on deposit at the future commission merchant or merchants 
allocated to them to trade, computed and paid from said accounts to the CTAs.  
The Partnership also will be obligated to bear certain other periodic 
operating, fixed, and extra-ordinary expenses of the Partnership including, 
but not limited to, legal and accounting fees, defense and payment of claims, 
trading and office expenses, and sales charges.  The Partnership will also 
pay to the General Partner an allocation of profit, earned in the accounts 
assigned to each CTA of fifteen percent (15%) of the New Net Profit of the 
Partnership for each quarterly period that the Net Asset Value at the end of 
such period for each account exceeds the highest previous Net Asset Value in 
that account for that CTA.  The General Partner will be responsible for 
payment of all incentive fees to the CTAs.  New Net Profits, as used herein, 
means the excess, if any, of the Net Assets of the Partnership increased by 
trading activity conducted by the CTAs at the end of each respective 
quarterly period over the Net Assets of the Partnership at the end of the 
highest previous quarterly period.  The Net Assets of the account assigned to 
each CTA, as of the close of business on the last business day of each month, 

                                        21
<PAGE>

determined before accrual of any incentive fee payable to a CTA, shall be 
used to compute the management and incentive fees to each CTA.  The Net 
Assets of the Partnership shall be adjusted to eliminate the effect thereon 
resulting from new Capital Contributions received, if any, or Capital 
Distributions or Redemptions made, if any, during the month, and shall be 
decreased by any Capital, interest or other income earned on Partnership 
assets during the month which are not directly assigned to the CTAs to trade 
and are not related to such trading activity and regardless of whether such 
assets are held separately or in a margin account.  These fees shall be 
payable by the Partnership, as to the management fee, or by the General 
Partner, as to the incentive fee, to each CTA within ten (10) business days 
after the close of the applicable accounting period.  If a CTA should make 
trades which incur a net loss during any quarter, such loss will be carried 
forward for purposes of calculating the incentive fee to that CTA and will be 
charged against the Net Assets of any succeeding quarterly period.  No 
incentive fee will be payable to a CTA until such losses have been offset by 
net profits in such succeeding quarters.  Because incentive fees are 
calculated separately for each CTA, it is possible that one or more CTAs may 
receive incentive fees, though the Partnership experiences a net loss due to 
trading losses created by the remaining CTA(s).  In no event may a 
modification of the compensation to be paid to the CTA result in an incentive 
fee exceeding the above amount and any new contract with the CTA must carry 
forward all losses attributable to the CTA.  For example, if in successive 
quarters the Partnership performance yields New Net Profits from trading 
activity of the funds on deposit with the FCM assigned to Frischmeyer of 
$2,000, $8,000, ($4,000), ($3,000), $2,000, and $8,000, then the incentive 
fee at the rate of fifteen percent (15%) payable to him would be, 
respectively, $300, $1,200, $0, $0, $0, and $450.

FEES TO FUTURES COMMISSION MERCHANT AND INTRODUCING BROKER

The futures commission merchant for the Partnership is Vision Limited 
Partnership (the "FCM").  The Partnership will pay a fixed commission of nine 
percent (9%) per year, payable monthly upon the assets assigned by the 
General Partner for trading to Futures Investment Company (the "IB") for 
introducing trades through the FCM.  See "The Futures Commission Merchant".  
The IB, will pay to the FCM all clearing costs, including the pit brokerage 
fees, which shall include floor brokerage, NFA fees and exchange fees.  The 
IB will pay six percent (6%) of the fixed commissions as trailing commissions 
to the Broker/Dealers and introducing brokers who are qualified to provide 
services to the investors.  See Charges to the Partnership - Allocation of 
Commissions.  

The IB will pay the remaining 3% to the FCM for clearing charges.  The past 
history of the frequency of Trades by the CTAs have been at the rate of 
approximately 225 round turns per month for every million dollars 
($1,000,000) under management.  In the unlikely event the Commodity Trading 
Advisors effects round-turns of 675 or more for every million dollars 
($1,000,000) in any month, the CPO has the right, but not the obligation, to 
suspend trading until the commencement of the next month.  This suspension of 
trading is to limit the exposure to loss to the IB to a defined amount 
determined by the maximum number of round turns the General Partner will pay 
to complete in any one month.  Trading will automatically resume the 
following month subject to the same maximum of 675 trades for that and any 
future month.  The General Partner has reserved the right to change the IB, 
FCM, the fixed commission rate or to have the Partnership pay a per round-
turn brokerage commission, at any time in the future, with or without a 
change in circumstances; provided, however, the brokerage commissions so 
charged can not exceed (i) 80% of the published retail rate of the IB and 
other similar introducing brokers, plus Pit Brokerage Fees, or (ii) 14% 
annually of the average Net Assets excluding the Partnership assets not 
directly related to trading activity; this 14% shall include Pit Brokerage 
Fees.  In addition, to protect against excessive trading, the General Partner 
has the right, but not the obligation, to suspend all trading by the 
Partnership during any month in which the CTAs collectively trade at a rate 
of three times their normal frequency.  See "Fiduciary Responsibility of the 
General Partner".  The Partnership will also reimburse the FCM for all 
delivery, insurance, storage or other charges incidental to trading and paid 
to third parties.  The General Partner does not anticipate significant 
charges of this nature.  The fixed commission to be paid by the Partnership 
is fair and reasonable to the Partnership.  This is an area of judgment which 
depends upon the value of similar services provided by the same CTAs for 
managed accounts and to other pools and, to some degree, the value of similar 
services by other public commodity pools, and this is not a matter upon which 
securities counsel will express an opinion.

ALLOCATION OF COMMISSIONS

The General Partner, either directly or indirectly, controls the allocation 
of the fixed commissions and the allocation may change, from time to time, 
without the knowledge or consent of the Partners.  The commodity brokerage 
commissions are to be allocated as follows: The Partnership will pay the IB, 
Affiliated with the General Partner, a fixed brokerage commission rate of 
nine percent (9%) per year, payable monthly upon the assets assigned by the 
General Partner for trading.  The IB will negotiate a round-turn commission 
rate per trade with the FCM.  The difference between the 9% fixed commission 
rate and the per round turn commission negotiated, less trailing commissions 
paid to the persons who sold Units in the Partnership, will be retained by 
the IB Affiliated with the General Partner.  If the trading commissions 
exceed the 9% less the trailing commissions, FIC will cover the difference.  
The IB will pay its associated persons and individual employee-broker 
(associated persons) of Futures Investment Company and the other broker 
dealers, through whom Units are sold.  Such persons will include, but not be 
limited to, the principal of the General Partner and the husband of the 
principal of the General Partner, who is an associated person of the IB which 
is Affiliated with the principal of the General Partner.  

The IB will pay six percent (6%) per year of the fixed commission to the 
Broker Dealer and Associated Persons of the IB and other duly licensed 
entities and persons, which may include the principal of the General Partner 
or other principals of the IB Affiliated with it, pro rated to the value of 
Units sold, who have facilitated the sale of Units, as trailing commissions 
in exchange for services provided to the investors and the Partnership.  It 
is important that investment in the Partnership be maintained to permit 
diversification of risk over a large number of investors and to allow the 
long-term trading strategies of the CTAs to produce the opportunity for 
investment in the Partnership.  To accomplish these objectives will require a 
continuous relationship with the Limited Partners to be aware of their 
investment objectives and changes in circumstances, if any.  Neither the 
General Partner nor the IB have the staff or the time to maintain this 
continuous contact and awareness.  The IB will pay the trailing commissions 
to the Brokers for payment to the persons who made the sale of the Units as 
compensation for the effort required to maintain this continuous contact and 
awareness during the time the Limited Partner holds the Units.  In addition 
the Brokers will communicate explanations of changes in operation methods, 
such as a changes in CTAs and results from operations, answer questions 
regarding the Partnership, and are expected to work to retain investment in 
the Partnership.

OTHER EXPENSES

The Partnership is obligated to pay legal and accounting fees, other expenses 
and claims.  The General Partner projects the Offering Expenses of this 
offering to be $47,000 in addition to Organizational Expenses of $5,000 
amortized on a straight line method over 60 months (see Appendix I, Offering 
Expenses and Organizational Expenses), and annual legal and accounting costs 
of approximately $23,000 ($18,000 for accounting and audit and $5,000 for 
legal).  In addition to management fees, incentive fees, brokerage 
commissions, and the actual cost of legal and audit services provided by 
third parties, the Partnership Agreement provides that all customary and 
routine administrative expenses and other direct expenses of the Partnership, 
will be paid by the Partnership.  The General Partner will be reimbursed by 
the Partnership for direct expenses (such as delivery charges, statement 
preparation and mailing costs, telephone toll charges, and postage).

                                        22
<PAGE>

<TABLE>

CHARGES TO THE PARTNERSHIP

<CAPTION>
Entity                         Form of Compensation                            Amount of Compensation

<S>                            <C>                                             <C>
General Partner                3% management fee of Net Asset Value;           3% management fee of Net Asset Value;
                               reimbursement of Offering Expenses              reimbursement of Offering Expenses upon the 
                                                                               Initial Closing; reimbursement of 
                                                                               Organizational Expenses amortized over 60 
                                                                               months

Selling Agents                 Sales Commission of 6% of Gross Selling Price   6% of Selling Commissions and Trailing 
                               of Units, subject to waiver at the sole         Commissions of 6% 
                               discretion of the General Partner, and a 
                               percentage of the Trailing Commission

Introducing Broker Affiliated  Fixed Commissions                               9% of assets assigned by General Partner 
with the General Partner                                                       for trading, less costs to trade to FCM 
                                                                               and less 6% trailing commissions paid 
                                                                               to Selling Agents which will include 
                                                                               persons Affiliated with the General Partner

Futures Commission Merchant    Round-turn commissions paid from the fixed      Brokerage Commissions negotiated with the 
                               commissions paid by the Partnership;            Introducing Broker; reimbursement by the 
                               reimbursement of delivery, insurance, storage   Partnership of actual payments to third 
                               and any other charges incidental to trading     parties in connection with Partnership 
                               and paid to third parties.                      trading.

Commodity Trading Advisors     Fixed Management Fee and Incentive Fee          One quarter of one percent of Net Assets 
                                                                               per month assigned to each CTA to trade; 
                                                                               (3% per year) plus fifteen percent (15%) 
                                                                               of the New Net Profits of the account for 
                                                                               each quarterly period that the Net Assets 
                                                                               at the end of such quarterly period for a 
                                                                               CTA exceeds the highest previous 
                                                                               quarterly Net Assets for that CTA.

Third Parties; Offering        Legal, accounting fees, and other actual        Estimated at $47,000 in the initial year 
Expenses; Organizational       expenses necessary to the operation of the      and $23,000 for each year, thereafter, 
Expenses                       Partnership, and all claims and other           ($18,000 for accounting and $5,000 for 
                               extraordinary expenses of the Partnership.      legal), in addition to Organizational 
                                                                               expenses of $5,000, amortized over 60 
                                                                               months.  Claims and other costs can not be 
                                                                               estimated and will be paid as incurred.
</TABLE>
                                        23
<PAGE>

                              INVESTOR SUITABILITY

An investment in the Partnership is suitable only for a limited amount of the 
risk portion of an investor's total portfolio and no one should invest more 
in the Partnership than he or she can afford to lose.  Investors 
contemplating even the Minimum investment in the Partnership of $15,000 must 
have (i) a net worth of at least $150,000 (exclusive of home, furnishings and 
automobiles), or (ii) an annual gross income of at least $45,000 and a net 
worth (as calculated above) of at least $45,000.  NO INVESTOR MAY INVEST MORE 
THAN 10% OF SUCH INVESTOR'S NET WORTH IN THE PARTNERSHIP.  THE FOREGOING 
STANDARD AND THE ADDITIONAL STANDARDS APPLICABLE TO RESIDENTS OF CERTAIN 
STATES AS SET FORTH IN THIS PROSPECTUS AND THE SUBSCRIPTION DOCUMENTS ARE 
REGULATORY MINIMUMS ONLY.

                              POTENTIAL ADVANTAGES

Although commodity trading is speculative and involves a high degree of risk, 
an investment in the Partnership will offer the following potential 
advantages: 

EQUITY MANAGEMENT

The Partnership offers the opportunity for investors to place equity with 
professional CTAs who have demonstrated, in the judgment of the General 
Partner, an ability to trade profitably and to have that equity allocated to 
the CTAs in a manner which is intended by the General Partner to optimize the 
potential for profit in the future.

INVESTMENT DIVERSIFICATION

An investor who is not prepared to spend substantial time trading various 
commodity contracts or options may participate in these markets through an 
investment in the Partnership (with a minimum investment of only $15,000), 
thereby obtaining diversification from investments in stocks, bonds and real 
estate. 


                                        24
<PAGE>

LIMITED LIABILITY
A Limited Partner in the Partnership will not be subject to margin calls and 
cannot lose more than the amount of the Limited Partner's unredeemed capital 
contribution, the Limited Partner's share of undistributed profits, if any, 
and, under certain circumstances, any prior distributions and/or amounts 
received upon Redemption of Units and interest thereon; provided, however, 
the Limited Partner must not participate in the management of the 
Partnership.  In the opinion of legal counsel to the Partnership, subject to 
the maintenance of the Partnership structure by the General Partner and no 
affiliation by the Limited Partner with any phase of management of the 
Partnership, there are no circumstances, including bankruptcy of the 
Partnership, which will subject the personal assets of a Limited Partner to 
the debts of the Partnership.  See the Partnership Agreement attached as 
Exhibit A.

ADMINISTRATIVE CONVENIENCE

The Partnership is structured so as to provide Limited Partners with certain 
services designed to alleviate the administrative details involved in 
engaging directly in commodities contract trading, including providing 
monthly and annual financial reports (showing, among other things, the Net 
Asset Value of a Unit, trading profits or losses and expenses), and all tax 
information relating Limited Partner's interest in the Partnership.

ACCESS TO THE CTAs

The CTAs selected by the General Partner require a minimum account size 
substantially greater than the $15,000 minimum investment in the Partnership; 
e.g., Frischmeyer requires a minimum investment of $40,000.  Accordingly, 
investors have access to the CTAs for a smaller investment, at substantially 
the same cost, than is available by a direct investment in a managed account 
with any particular CTA.

                             USE OF PROCEEDS

At the time of the sale of the Units, the only deduction prior to the 
delivery of the funds to the Partnership in furtherance of its business will 
be the six percent (6%) selling commission.  After commencement of trading, 
the trades will be entered by the CTAs and the FCM will charge the 
Partnership account the per round turn commission in effect, from time to 
time.  At the end of each month, the actual management fees and fixed 
commissions identified in this Prospectus, less the per round turn 
commissions already paid, will be deducted from the Partnership accounts.  
The General Partner will determine, in its sole judgment, from time to time, 
the percentage of Partnership Net Asset Value will be on deposit with the FCM 
and how much will be used for other investments and held in bank accounts to 
pay current obligations.  Other than the approximately three percent (3%) of 
the previous month end Net Asset Value the General Partner expects to be 
retained in the Partnership's bank accounts as a reserve to pay Partnership 
Expenses, and other similar current payments, the General Partner expects to 
deposit the Net Asset Value including the proceeds from interest and trading 
profits, in the commodity account with the FCM to be used by the Partnership 
to engage in the speculative trading of commodity futures contracts and 
options under the direction of the CTAs.  The Partnership will use only cash 
and cash equivalents, such as United States Treasury Bills to satisfy margin 
requirements.  All FCMs, CTAs, money market, other cash investment accounts, 
and banks selected by the General Partner to hold or trade assets of the 
Partnership will be based in the United States and be subject to United 
States regulations.  The trades of the Partnership will be cleared by the 
FCM.  The General Partner believes that between twenty percent (20%) to 
thirty percent (30%) of the Partnership's assets will normally be committed 
as margin for commodity futures contracts but, from time to time, the 
percentage of assets committed as margin may be substantially more, or less, 
than such range.  For purposes of the estimate of the amount of interest 
income to be earned upon the Capital of the Partnership, the General Partner 
has estimated that between 20% and 30% of the Capital will be used for margin 
upon trades and that the rate of interest to be paid on the available 
balances with be the T-Bill rates which are currently approximately 4%.  The 
FCM may increase margins applicable to the Partnership at any time. 

The General Partner has advanced the Offering Expenses but will be reimbursed 
for such expenses from the gross proceeds of the Offering from the break of 
Escrow at the time of the Initial Closing.  Upon admission of subsequent 
Partners to the Partnership, a charge will be made to such newly admitted 
Partners equal to their pro-rata share of the Offering Expenses which will be 
credited to the Capital Accounts of the prior admitted Partners to reimburse 
them for the Offering Expenses they advanced. 

In the event the General Partner does not sell a minimum of $700,000 in 
Partnership Units (the "Minimum") during the first one year of this Offering, 
the Escrow Agent will return all money deposited to the Escrow Account to the 
investors 

                                        25
<PAGE>

together with their pro rata share of the interest earned without any 
deduction for fees or other costs promptly following the lapse of such 
Offering period.

                      DETERMINATION OF THE OFFERING PRICE

The Units are currently offered for sale for One Thousand Dollars ($l,000) 
per Unit, which amount was arbitrarily set by the General Partner.  The 
amount was not based on expected earnings and is not a representation that 
the Units have or will have a market value of or could be resold or redeemed 
at that price.  After trading operations have commenced, any remaining Units 
that are offered for sale shall be offered at a price per Unit equal to the 
Net Asset Value Per Unit as of the close of business on the effective date of 
such purchase, which will be the last business day of the month in which the 
General Partner accepts a duly executed Subscription Agreement and the 
required applicable Capital Contribution from the subscriber.  All sales will 
be subject to a sales commission of 6%, subject to waiver at the sole 
discretion of the General Partner, to be deducted from the proceeds prior to 
the issuance of Units.

                NO MARKET AND LIMITATION OF RIGHT OF TRANSFER

None of the Units sold will be traded on any United States Market or any 
other Market.  To the Contrary, before any transfer of Units may be made, the 
General Partner must grant its written approval.  See "Plan of Distribution" 
and Partnership Agreement attached as Exhibit A.  The Partners will have the 
right of Redemption.  See "Redemption".

                             THE GENERAL PARTNER 

IDENTIFICATION

The General Partner of the Partnership, Ashley Capital Management, Inc., a 
Delaware corporation, c/o Corporate Systems, Inc. 101 N. Fairfield Drive, 
Dover, DE 19901 was incorporated on October 15, 1996, and it has not 
previously operated a commodity pool, though its principal, Shira Del Pacult, 
is the principal of Pacult Asset Management, Inc., a registered commodity 
pool operator which is the general partner of both another public commodity 
pool, Fremont Fund, Limited Partnership and a privately offered commodity 
pool, Auburn Fund, Limited Partnership, which is being offered simultaneously 
with this Partnership.  It was registered as a commodity pool operator on 
January 15, 1998.  The balance sheet of the General Partner as of January 31, 
1998, and an Income Statement, Statement of Cash Flows and Statement of 
Changes in Stockholders' Equity are attached hereto.  See "Experts".  The 
General Partner has expended effort to permit the Partnership to be available 
for this Offering but has not yet engaged in the business of management of 
trading on behalf of the Partnership or any other business activities.  
Purchasers of Units in the Partnership will not acquire or otherwise have any 
interest in the General Partner.

THE PRINCIPAL AND OFFICER OF THE GENERAL PARTNER

Ms. Shira Del Pacult, age 41, is the sole shareholder, director, principal, 
and officer of the General Partner, and is a principal and registered 
representative of Futures Investment Company, the Selling Agent, of which her 
husband is also a principal.  She graduated Phi Beta Kappa from the 
University of California, at Berkeley, in 1979.  From 1980 to 1981, she was 
employed by a real estate developer in Sonoma County, California, as an 
administrative assistant.  From 1981 - 1983 she was employed by Heinold 
Commodities, Inc., Chicago, IL, to assist in the development of the 
Commodities Options Department.  She became a senior account executive at 
Heinold and was a member of the President's Council, a select group appointed 
to advise the firm on all matters of business practice.  In 1983, Ms. Pacult 
and her husband established Futures Investment Company, an Illinois 
corporation, to sell futures investments managed by independent commodity 
trading advisors to retail clients.  Presently, Futures Investment Company is 
located at 5916 N. 300 West, Fremont, Indiana, 46737, with clearing 
agreements with Vision Limited Partnership, and The Chicago Corporation.  The 
Partnership intends to clear its trades through Vision Limited Partnership.  
Ms. Pacult is a member of the National Association of Introducing Brokers, 
and is an affiliated person and registered representative of Futures 
Investment Company, which is a member of the National Futures Association and 
the National Association of Securities Dealers, Inc.  In addition to the 
Units offered pursuant to this Prospectus, FIC offers for sale, on a best 
efforts basis, securities of other issuers and engages in other broker-dealer 
activities.  Ms. Pacult is also the principal of Pacult Asset Management, 
Inc., a registered commodity pool operator which is the general partner of 
both another public commodity pool, Fremont Fund, Limited Partnership and a 
privately offered commodity pool, Auburn Fund, Limited Partnership, which is 
being offered simultaneously with this Partnership.  Ms. Pacult intends to 
devote adequate time to handle properly the responsibilities of the General 
Partner; however, Ms. Pacult will provide less than her full time to the 
business affairs of the Partnership.  Ms. Pacult and her 

                                        26
<PAGE>

husband, Michael, are included in the book Master Brokers:  Interviews with 
Top Futures Brokers by John Walsh, ISBN 0-915513-61-7.

TRADING BY THE GENERAL PARTNER; INTEREST IN THE POOL

The General Partner and its principal, may, from time to time, trade 
commodity interests for their own accounts.  The records of any such trading 
activities will not be made available to Limited Partners.  As stated 
earlier, the General Partner will not knowingly take positions on its own 
behalf which would be ahead of identical positions taken on behalf of the 
Partnership.  Once the Minimum is sold, the General Partner may purchase and 
hold Units.

                  NO PRIOR PERFORMANCE AND REGULATORY NOTICE

THIS POOL HAS NOT BEGUN TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

THE REGULATIONS OF THE CFTC AND NFA PROHIBIT ANY REPRESENTATION BY A PERSON 
REGISTERED WITH THE CFTC OR BY ANY MEMBER OF THE NFA, RESPECTIVELY, THAT SUCH 
REGISTRATION OR MEMBERSHIP IN ANY RESPECT INDICATES THAT THE CFTC OR THE NFA, 
AS THE CASE MAY BE, HAS APPROVED OR ENDORSED SUCH PERSON OR SUCH PERSON'S 
TRADING PROGRAMS OR OBJECTIVES.  THE REGISTRATIONS AND MEMBERSHIPS DESCRIBED 
IN THIS PROSPECTUS MUST NOT BE CONSIDERED AS CONSTITUTING ANY SUCH APPROVAL 
OR ENDORSEMENT.  LIKEWISE, NO COMMODITY EXCHANGE HAS GIVEN OR WILL GIVE ANY 
SUCH APPROVAL OR ENDORSEMENT.

                             TRADING MANAGEMENT

SELECTION OF COMMODITY TRADING ADVISORS AND ALLOCATION OF EQUITY

The General Partner will select Commodity Trading Advisors for the 
Partnership by utilizing the best judgment of its principal and her sixteen 
year personal experience in the review of disclosure documents of CTAs.  The 
Partnership will rely, pursuant to the Advisory Agreements and Powers of 
Attorney attached as Exhibits F, G H, I and J, upon Michael J. Frischmeyer, 
Commoditech, Inc. and Rosenbery Capital Management, Inc., J.A.H. Research and 
Trading, and C&M Traders, Inc., the CTAs selected by the General Partner to 
trade the equity of the Partnership and to implement the trading methods and 
strategies.  Upon the sale of the Minimum, the General Partner intends to 
assign substantially all of the Partnership Capital to the CTAs to trade. 

The General Partner will periodically review the performance of the 
Partnership to determine if the CTAs selected to trade for the Partnership 
should be changed or if other CTAs should be added.  Due to the allocation of 
trading assets over multiple CTAs, it is possible for one of the CTAs to 
produce New Net Profit in the account assigned to him and be paid an 
incentive fee while the other CTA or CTAs produce losses which cause the 
Partnership to suffer a net loss for the Quarter or the year.  From time to 
time, the General Partner may use computer generated correlation analysis or 
other types of automated review procedures to evaluate CTAs.

THE ADVISORY CONTRACTS

For the purpose of directing and effecting trades, the Partnership has 
entered advisory contracts and granted Powers of Attorney to the CTAs to 
trade.  The CTAs have sole discretion, in the accounts so assigned, to 
determine the commodity futures trades made by the Partnership.  The 
Partnership is bound by the directions of the CTAs given to the FCM under the 
Powers of Attorney.  The Powers of Attorney are subject to termination by 
either the General Partner or the respective CTAs upon written notice to the 
other and to the FCM.  If the Powers of Attorney are terminated, the General 
Partner will undertake to manage the trading or will seek and retain a new 
CTA or CTAs.  See Exhibits F, G H, I and J.

FREQUENCY OF CTA AND EQUITY REALLOCATIONS

The General Partner believes that a CTA should be retained on a medium to 
long-term basis and should be given the opportunity to implement fully his 
trading strategy or program.  While it is not anticipated that frequent 
changes will be made to the number of CTAs advising the Partnership or that 
frequent reallocations of assets among existing CTAs will be made, the 
General Partner will retain the flexibility to replace CTAs or to reallocate 
the Partnership's assets among CTAs based upon its sole judgment and 
experience.  From time to time, the General Partner may engage in 
reallocations of assets 

                                        27
<PAGE>

or add or replace CTAs on a frequent basis.  Due to the allocation of trading 
assets over multiple CTAs, it is possible for one of the CTAs to produce New 
Net Profit in the account assigned to him and be paid an incentive fee while 
the other CTA or CTAs produce losses which cause the Partnership to suffer a 
net loss for the Quarter or the year.

THE PRINCIPAL OF THE GENERAL PARTNER IS THE PRINCIPAL OF THE GENERAL PARTNER 
OF ONE OTHER COMMODITY POOL WHICH COMMENCED TRADING IN NOVEMBER OF 1996, AND 
ONE OF THE COMMODITY TRADING ADVISORS FOR THIS POOL, MICHAEL J. FRISCHMEYER, 
HAS SERVED AS THE COMMODITY POOL OPERATOR FOR TWO OTHER COMMODITY POOLS AND 
HAS TRADED BOTH OTHER COMMODITY POOLS AND INDIVIDUAL MANAGED ACCOUNTS. THIS 
POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

                        THE COMMODITY TRADING ADVISORS

                            MICHAEL J. FRISCHMEYER

Michael J. Frischmeyer is one of the Commodity Trading Advisors (collectively 
above called the "CTAs" and in this section called the "CTA").  The CTA 
conducts the business of the trading program described in this Disclosure 
Document as a sole proprietorship, and his Main Business Office and main 
business telephone are:  1422 Central Avenue, P.O. Box 898, Fort Dodge, Iowa 
50501; (515) 955-3800; and, Facsimile: (515) 955-1444.  The books and records 
of the CTA will be kept and made available for inspection at the Main 
Business Office.

BUSINESS BACKGROUND 

The business background of the CTA for at least five (5) years is as follows:

The CTA, Mr. Frischmeyer, was born in 1953.  He graduated from Iowa State 
University, Ames, Iowa, in 1976 with a Bachelor of Science degree in 
agricultural business.  From March of 1976 to November of 1979, Mr. 
Frischmeyer was an account executive in the commodity brokerage business of 
Stark Brokerage, Inc., Fort Dodge, Iowa.  In November of 1979, he joined the 
newly organized North Iowa Commodities, now known as Iowa Commodities, Ltd.  
He is currently Vice President and owner of approximately 21% of the total 
outstanding stock of Iowa Commodities, Ltd. and is registered with the CFTC 
and the NFA as an associated person of Iowa Commodities, Ltd. (since 1984).  
Iowa Commodities, Ltd. serves as an introducing broker for various traders, 
and is registered as an introducing broker with the CFTC (though the NFA) and 
a member of the Chicago Board of Trade.

Mr. Frischmeyer is registered with the CFTC and the NFA as a commodity 
trading advisor (since October 12, 1984), and, as a commodity pool operator 
(since April, 1987).  He directs the trading for discretionary accounts for 
individuals and entities and devotes substantially all of his time to the 
futures and options trading business.  Mr. Frischmeyer serves as both the 
commodity pool operator and commodity trading advisor for two commodity pools 
and also advises other commodity pool operators and other traders and 
managers with respect to trading strategies including his role as the sole 
CTA for Fremont Fund, Limited Partnership, a publicly offered commodity pool 
in which Ms. Pacult, the principal of the General Partner for this pool also 
serves as the principal of the general partner.  See "Performance Record of 
Fremont Fund, Limited Partnership".  

Mr. Frischmeyer was affiliated with R.G. Dickinson and Company, based in Des 
Moines, Iowa, as registered representative from January, 1986 through 
December, 1991.  R.G. Dickinson is a securities broker-dealer.  Mr. 
Frischmeyer became a registered representative with Broker-Dealer Financial 
Services, Inc., based in Des Moines, Iowa on January 1, 1992.  Mr. 
Frischmeyer terminated his association with Broker-Dealer Financial Services 
Corporation on December 31, 1994, and became a registered representative of 
Investment Guidance, Inc., effective January 1, 1995.  Investment Guidance, 
Inc. is registered as a fully-disclosed broker-dealer with the Securities and 
Exchange Commission and member of the National Association of Securities 
Dealers, Inc.  It serves as the underwriter for certain limited partnership 
commodity pool offerings, in addition to offering general brokerage services 
to the public.

Additionally, please see "Performance of the CTA," below, for a detailed 
performance history of Mr. Frischmeyer.

DESCRIPTION OF TRADING PROGRAM

The types of futures contracts and options which the CTA may trade for the 
Partnership include, without limitation, all domestic and foreign currency 
futures contracts and all domestic and foreign commodities, currencies and 
provisions, and options therefore, as are usually dealt in on exchanges or in 
the interbank foreign currency forward markets.

                                        28
<PAGE>

The CTA's trading has been active in the soybean complex (beans, oil and 
meal), corn, wheat, cattle (live and feeder), live hog and pork belly 
contracts and interest rate futures (long-term treasury bonds, Eurodollars 
and others).  The CTA's trading has also been active in foreign currencies 
and in stock index futures and options and in precious metals (primarily gold 
and silver) futures, as well as in futures and options on foreign futures and 
options exchanges.

The futures and options traded by the CTA, including the trades to be made 
for the Partnership, will be traded on regulated exchanges located in the 
United States and in non-United States jurisdictions, including England, 
France, Spain, Germany, Canada, Australia, Japan and Singapore.  No business 
will in any event be conducted which is forbidden by or will be contrary to 
any applicable law (whether laws of the United States or a foreign 
jurisdiction) or any lawful rules and regulations as are established by the 
regulated exchanges (whether United States exchanges or foreign exchanges) 
upon which futures or options are traded for the Partnership.  Prospective 
clients should be aware, however, that trading on foreign exchanges will not 
be subject to the regulations of the Commodity Futures Trading Commission 
(the "CFTC") and may involve greater risks than trading on exchanges located 
in the United States.  In addition, the CTA will be effecting certain trades 
through the "GLOBEX" system, Project A and other systems, which are 
electronic order-entry and matching systems for futures and options.  See 
"Risk Factors".

The CTA contemplates trading the contracts identified on the following 
Futures Exchanges for the Partnership, although other exchanges may be used 
and other types of contracts or interests may be traded:

FOREIGN FUTURES EXCHANGES: Deutsche Terminborse - DAX Index; London 
International Financial Futures Exchange (LIFFE) - 3-Month Sterling, 3-Month 
EuroDeutscheMark, 3-Month EuroLira, 3-Month EuroSwissFranc, German Bond, 
British Gilt, Italian Government Bond (BTP), FT-SE 100 Index;  Marche A Terme 
Internationale de France (MATIF) - 3-Month PIBOR, French Notional Bond, CAC 
40 Index; Mercado de Futuros Y Opciones (MEFF) - 3-Month MIBOR, Spanish 
Notional Bond; Montreal Stock Exchange - 3-Month Canadian Bankers Acceptance, 
Canadian Government Bond; Sydney Futures Exchange - 3-Month Australian Bills, 
10 Year Australian Bonds; Tokyo International Financial Futures Exchange 
(TIFFE) - EuroYen; Tokyo Stock Exchange - Japanese 10 Year Bond; Singapore 
International Financial Futures Exchange (SIMEX) - EuroDollars, Nikkei, 
Japanese 10 Year Bond.

UNITED STATES FUTURES EXCHANGES:  Chicago Board of Trade (CBOT) - Corn, 
Soybeans, Soybean Meal, Soybean Oil, Wheat, Treasury (10 year) Notes, 
Treasury Bonds, Municipal Bond Index; Chicago Mercantile Exchange (CME) - 
Live Cattle, Feeder Cattle, Live Hogs, Pork Bellies; International Monetary 
Market (IMM) a division of the CME - Australian Dollar, Canadian Dollar, 
Deutsche Mark, French Franc, Japanese Yen, Swiss Franc, Eurodollars, British 
Pound, Mexican Peso; Index and Options Market (IOM) a division of the CME - S 
& P 500 Index, S & P Midcap 400 Index; New York Futures Exchange (NYFE) - 
NYSE Composite; Financial Instruments Exchange (FINEX) - U.S. Dollar Index, 
British Sterling-Deutsche Mark, Deutsche Mark-Yen, Deutsche Mark-French 
Franc, Deutsche Mark-Italian Lira; Commodity Exchange, Inc. (COMEX) - Gold, 
Silver; Kansas City Board of Trade (KCBT) - Hard Red Winter Wheat, Value Line 
Index.

The following description of the CTA's trading systems, methods and 
strategies is not intended to be exhaustive.  In addition, the trading 
methods, systems and principles utilized by the CTA are proprietary and 
confidential and the following descriptions are general in nature.  Further, 
in preparing the following discussion, the CTA may have chosen to refer to or 
emphasize only specific aspects of his trading systems, methods and 
strategies.  Prospective clients should also be aware that there are numerous 
trading systems, methods and strategies utilized in the various futures and 
options contexts and that the following discussion only addresses those 
systems, methods and strategies utilized by the CTA.  Prospective clients 
will be unable to compare the CTA's systems, methods and strategies with any 
other trading systems, methods and strategies that are or may be utilized by 
other traders or commodity trading advisors or trading managers.

The CTA will rely on his subjective judgment and discretion in the trading of 
Partnership accounts.  The intent of such subjective judgment and discretion 
is to enhance returns and/or lower risks; however, there can be no assurances 
that such actions will be successful.  One example of such subjective 
judgment or discretion may be determining the appropriate level of 
aggressiveness during periods of unusual uncertainty.

In certain trades, the CTA will be utilizing a practice known as "Exchange 
for Physicals" ("EFP").  EFP is a practice whereby positions in certain 
futures contracts may be initiated or liquidated by first executing the 
transaction in the appropriate cash market and then arbitraging the position 
into the futures market (simultaneously buying the cash position 

                                        29
<PAGE>

and selling the futures position, or vice versa).  Although it is not 
anticipated to occur, if the CTA's ability to engage in such transactions 
were to be restricted by the CFTC or other applicable authority, the current 
trading techniques employed by the CTA may be impaired to the detriment of 
clients of the CTA.

PERFORMANCE RECORD OF THE CTA

The performance capsules set forth below are presented on a composite basis.  
While there may be differences in the specific trades made in each account, 
the trading program and strategies employed for accounts traded in Mr. 
Frischmeyer's Managed Account Program, Iowa Commodities Fee Schedule and in 
his Managed Account Program, Regular Fee Schedule are the same, and Mr. 
Frischmeyer does not believe there are substantial differences between the 
trading systems, money management policies or fee structures, or any other 
significant differences among the accounts comprising the respective 
composites which would make the use of a composite inappropriate.  As much as 
possible, Mr. Frischmeyer attempts to trade all managed accounts 
proportionately the same.  For example, if one account is twice the size of 
another, it will trade twice the number of contracts so that the two accounts 
would generate a similar rate of return.  

When reviewing the CTA's performance record, prospective clients should also 
be aware, however, that composite performance results tend to create an 
"averaging effect" on the performance of the accounts.  Further, prospective 
clients should recognize that different accounts can have and have had 
varying investment results, even though they have been traded according to 
the same general trading approach.  The reasons for this include numerous 
material differences between accounts, including the following:

1. The timing of the deposit of equity and the total period during which each 
account was traded.
 
2. The relative sizes of the accounts, which influences the number of 
interests and the number of contracts in each interest traded by accounts, as 
well as the diversification of the account and the design and execution of 
the CTA's methods.  For instance, in the example given above, the larger 
account might not be exactly twice the size of the smaller account.  The CTA 
may, from time to time, determine that certain trades may entail greater than 
ordinary risks, which may cause him to also determine that all accounts 
should trade a smaller than usual number of contracts.  As a result, in some 
circumstances larger accounts may trade a reduced number of contracts in such 
trades and the small accounts may not participate in such trades.
 
3. The trading approach used-although all accounts may be traded in 
accordance with the same general trading approach, such approach can and does 
change periodically as a result of research and development by the CTA.
 
4. Split fills.  When entering an order to buy or sell futures or options, 
the CTA will block his managed accounts (group them together) so that 
multiple accounts can be filled on one order.  If fills occur at more than 
one price, a small difference in performance can result.  In such instances 
(except where the Average Price System is applicable, described in the 
Sections entitled "Description of Trading Program" and "Conflicts of 
Interest"), the fills are arbitrarily allocated so that the highest prices 
(whether buys or sells) are successively allocated to the numerically highest 
account numbers.
 
5. Incomplete fills.  Occasionally, a blocked order can be partially, but not 
completely filled at the price specified on the order.  In such an instance, 
the CTA attempts to allocate one contract to each account, regardless of 
account size, and then allocate the remaining fills in proportion to account 
capitalization, but some discrepancies may be unavoidable.  See "Conflicts of 
Interest" above.
 
6. The size and time of payment of brokerage commissions and fees paid by the 
accounts.  
 
7. The size and time and payment of administrative costs paid by the 
accounts.
 
8. The size and time and payment of interest income earned by the accounts.
 
9. The market condition in which accounts are traded, which in part 
determines the quality of trade executions.
 
10. The allocation of orders to open or close positions.

                                        30
<PAGE>

Thus, the results of individual accounts, as a result of differences in the 
above factors, may experience better or worse than the composite performance 
results shown.  

Managed Account Program, Iowa Commodities Fee Schedule
The following capsule shows the past performance of Mr. Frischmeyer's Managed 
Account Program, Iowa Commodities Fee Schedule for the most recent five 
calendar years and year-to-date (through February 28, 1998).  PAST 
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.  

<TABLE>
          Managed Account Program, Iowa Commodities Fee Schedule
                       Percentage Rate of Return
              (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997      1996      1995      1994      1993
<S>         <C>       <C>       <C>       <C>       <C>       <C>
January      (2.79)    (3.29)     1.04      (.70)   (12.81)     4.47
February      1.75     (2.59)     2.04     (7.62)     5.01      8.95
March                  (1.58)    (9.26)    (5.23)    (3.56)    22.46
April                  (5.19)    33.14    (10.30)     (.65)    12.78
May                     1.51    (13.09)    (6.81)    14.01     10.17
June                    1.00     (5.95)    (4.00)    (4.96)    26.75
July                   (0.41)     2.28      6.10     12.61     33.84
August                 (3.21)   (12.87)    18.04      7.13    (20.26)
September              (4.46)   (11.26)    28.62     (2.16)      .48
October                 2.40      4.26      6.94      2.69      (.13)
November               (1.83)    (1.39)    (3.40)      .19     (1.51)
December               (1.59)    (3.52)    22.63     (4.96)    15.25
Year         (1.09)   (15.01)   (20.14)    42.34      9.71    166.90

<FN>
Name of Commodity Trading Advisor:  Michael J. Frischmeyer

Name of Trading Program:  Managed Account Program, Iowa Commodities Fee 
Schedule ("ICL Program")

Date Commodity Trading Advisor Began Trading Client Accounts:  March 1, 1976

Date When Client Funds Began Being Traded Pursuant To The ICL Program:  
January 1, 1981

Number of Accounts Directed Pursuant To The ICL Program: 61

Total Assets Under Management of Mr. Frischmeyer:  $22,899,770

Total Assets Traded Pursuant To The ICL Program: $12,374,380

Largest Monthly Draw-Down** For Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  8-93/35.47% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  4-96 to 1-98/61.99% of net asset value

*    Rate of Return is computed by dividing the net trading results by 
beginning net asset value for the period.  Subsequent to 1990, for those 
months when additions or withdrawals exceed ten percent of beginning net 
assets, the Time-Weighting of Additions and Withdrawals method is used to 
compute rates of return.  To date, the month of November, 1991 is the only 
period requiring such adjustment.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

                                        31
<PAGE>

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

No accounts in Mr. Frischmeyer's Managed Account Program, Iowa Commodities 
Fee Schedule were opened in 1998 (as of February 28, 1998).  Four (4) such 
accounts were opened in 1997.  Eight (8) such accounts were opened in 1996, 
six (6) such accounts were opened in 1995, and twenty-one (21) such accounts 
were opened in 1994.  Eight (8) such accounts were opened in 1993, and one 
(1) such account was opened in 1992, being a commodity pool which was created 
as a vehicle for existing managed accounts of less than $30,000 to permit 
participation in trades that would be unsuitable for a small account.  In the 
course of consolidating those accounts, twenty-four (24) managed accounts 
were closed.  The historical performance of each of those accounts was 
comparable to that shown in the composite performance record.  The lifetime 
performance of such accounts is dependent upon when each account was opened. 
One account in Mr. Frischmeyer's Managed Account Program, Iowa Commodities 
Fee Schedule was closed in 1992, one other was closed in 1993, three were 
closed in 1994, five such accounts were closed in 1995, no such accounts were 
closed in 1996, four such accounts were closed in 1997, and 2 such accounts 
were closed in 1998 (as of February 28, 1998).  The account closed in 1992 
had been traded for ten quarters from April, 1990 through September, 1992 and 
was unprofitable (as were all of Mr. Frischmeyer's managed accounts during 
that period).  The account closed in 1993 was transferred to Mr. Frischmeyer 
in 1989, had been profitable, and was closed due to the dissolution of the 
partnership which owned the account.  Of the three closed in 1994, one was 
opened in 1989 and was profitable, one was opened in 1990 and was profitable 
(closed for estate planning), and one was opened in 1976 and was closed due 
to a death.  Of the five closed in 1995, one was opened in 1981 and was 
profitable, one was opened in 1984 and was profitable, and three were opened 
in 1994 and were unprofitable.  Two of the accounts which were closed in 1995 
were closed pursuant to reorganizations by the client, and resulted in two 
new accounts being opened in 1995.  

Managed Account Program, Regular Fee Schedule

The following capsule shows the past performance of Mr. Frischmeyer's Managed 
Account Program, Regular Fee Schedule since the inception of the Managed 
Account Program, Regular Fee Schedule and year-to-date (through February 28, 
1998).  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.  

<TABLE>
              Managed Account Program, Regular Fee Schedule
                        Percentage Rate of Return
               (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997      1996      1995      1994
<S>         <C>       <C>       <C>       <C>       <C>
January      (0.01)    (2.36)    (2.56)     1.45    N/A
February     (0.52)    (1.79)    (1.22)    (5.86)   N/A
March                  (1.79)    (5.11)    (2.88)     0.19
April                  (3.17)    14.71     (7.88)    (3.40)
May                    (0.94)    (8.46)    (6.24)     0.58
June                   (0.91)   (10.26)    (3.09)    (6.47)
July                   (3.28)     2.21      2.55     11.36
August                 (1.15)    (7.38)     9.58      5.38
September              (3.76)    (7.53)    19.83     (0.55)
October                (0.11)     2.35      4.18      1.65
November               (1.51)    (0.47)    (3.01)    (1.62)
December               (0.66)    (3.40)    12.87     (1.53)
Year         (0.53)   (19.50)   (25.86)    19.24      4.64

                                        32
<PAGE>

<FN>
Name of Commodity Trading Advisor:  Michael J. Frischmeyer

Name of Trading Program:  Managed Account Program, Regular Fee Schedule 
("Regular Program")

Date Commodity Trading Advisor Began Trading Client Accounts:  March 1, 1976

Date When Client Funds Began Being Traded Pursuant To The Regular Program:  
March 1, 1994

Number of Accounts Directed Pursuant To The Regular Program:  256

Total Assets Under Management of Mr. Frischmeyer:  $22,899,770

Total Assets Traded Pursuant To The Regular Program:  $8,858,994

Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  6-96/10.26% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  4-96 to 12-97/54.23% of net asset value

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

As indicated above, the performance capsule is a composite consisting of 256 
accounts, comprised of 180 at $40,000, 58 at $80,000, 7 at $120,000, and 11 
at $160,000.  As also indicated above, Mr. Frischmeyer's Managed Account 
Program, Regular Fee Schedule began in March of 1994.  One hundred twenty-
three (123) such accounts were opened in 1994, one hundred thirty-two (132) 
such accounts were opened in 1995, two hundred thirty (230) were opened in 
1996, fifty-six (56) were opened in 1997, and one (1) was opened in 1998 (as 
of February 28, 1998).  Three (3) of such accounts were closed in 1994, all 
of which were profitable.  Forty-three (43) such accounts were closed in 
1995, of which 29 were profitable, and 14 of which were unprofitable.  Fifty-
two (52) such accounts were closed in 1996, of which 22 were profitable, 30 
of which were unprofitable, and 20 of which were closed for purposes of 
transferring to the accounts to another futures commission merchant.  The CTA 
continued as the commodity trading advisor for all such 20 accounts.  One 
hundred eighty (180) such accounts were closed in 1997, 17 of which were 
profitable, and 163 of which were unprofitable.  Eighteen (18) such accounts 
were closed in 1998 (as of February 28, 1998), 1 of which was profitable and 
17 of which were unprofitable.

The CTA has reserved the right, in his discretion, to negotiate and accept a 
different fee schedule for any particular account or accounts to be traded 
under his trading program, i.e., the CTA's Managed Account Program, Regular 
Fee Schedule.  One account traded under the CTA's Managed Account Program, 
Regular Fee Schedule for which the CTA has agreed to a different fee schedule 
is Frischmeyer Fund, L.P., which is an Iowa limited partnership operating as 
a commodity pool.  As of February 28, 1998, Frischmeyer Fund, L.P. had net 
assets of approximately $1,431,291.  Given the size of Frischmeyer Fund, 
L.P., the CTA has agreed to receive a one percent (1%) annual management fee 
from Frischmeyer Fund, L.P. based upon the total equity of Frischmeyer Fund, 
L.P.'s account, rather than the four percent (4%) annual management fee based 
upon the incremental trading level of the account as is generally charged to 
accounts traded in the CTA's Managed Account Program, Regular Fee Schedule.  
(The fees charged Frischmeyer Fund, L.P. by the CTA are otherwise the same as 
those normally charged by the CTA to accounts traded in the CTA's Managed 
Account Program, Regular Fee Schedule.).  The CTA has determined that the 
difference in the management fees charged to Frischmeyer Fund, L.P. makes the 
inclusion of Frischmeyer Fund, L.P. in the composite performance records of 
the CTA's Managed Account Program, Regular Fee Schedule inappropriate.  The 
following paragraph therefore sets forth a separate performance capsule for 
Frischmeyer Fund, L.P.

Managed Account Program, Frischmeyer Fund, L.P. Fee Schedule

Frischmeyer Fund, L.P. is a single advisor pool that does not have a 
guarantee feature.  The following capsule shows the past performance of 
Frischmeyer Fund, L.P. since the inception of trading by Frischmeyer Fund, 
L.P. and year-to-date (through February 28, 1998).  The CTA has no authority 
to, and no offering of any interests in Frischmeyer Fund, L.P. is made by 
this Prospectus.  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE 
RESULTS.

                                        33
<PAGE>

<TABLE>
          Managed Account Program, Frischmeyer Fund, L.P. Fee Schedule
                            Percentage Rate of Return
                    (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997      1996      1995
<S>         <C>       <C>       <C>       <C>
January      (3.69)    (1.94)     2.78    N/A
February      0.39     (1.66)     5.20    N/A
March                  (1.78)    (2.93)    (0.72)
April                  (4.14)    22.54     (8.27)
May                     1.11     (9.46)    (6.08)
June                    1.95     (0.74)    (4.35)
July                    1.52      4.46      5.13
August                 (4.33)   (10.96)    13.75
September              (3.28)    (9.93)    15.48
October                (0.34)     3.26      4.32
November               (2.00)    15.74     (1.66)
December               (0.14)    (2.64)   (19.44)
Year         (3.32)   (14.25)    12.69     (6.62)

<FN>
Name of Pool:  Frischmeyer Fund, L.P.

Type of Pool:  Publicly offered, but currently closed to new investors

Date of Inception of Trading:  March 15, 1995

Aggregate Gross Capital Subscriptions to the Pool:  $2,658,017

Pool's Net Asset Value: $1,431,291

Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date 
(through February 28, 1998): 12-95/19.44%  of net asset value

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  10-95 to 12-95/20.78 of net asset value

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

The composite performance records of the CTA's Managed Account Program, 
Regular Fee Schedule do not include certain limited accounts (5 as of 
February 28, 1998) which are traded in the Managed Account Program, Regular 
Fee Schedule, but which have not and will not, with the client's agreement, 
make any trades in any contracts, options or other interests in any grains, 
oil seeds or livestock which are otherwise made by the other accounts traded 
in the CTA's Managed Account Program, Regular Fee Schedule.  Those accounts 
are collectively referred to in this Prospectus as the "Regular Fee Schedule-
Regular Fee Restricted Accounts Only".  Although the Regular Fee Restricted 
Accounts are charged the same fees by the CTA as the other accounts traded in 
the CTA's Managed Account Program, Regular Fee Schedule, the CTA believes 
including the Regular Fee Schedule-Regular Fee Restricted Accounts Only 
Accounts in his composite performance records for his Managed Account 
Program, Regular Fee Schedule is inappropriate because the Regular Fee 
Schedule-Regular Fee Restricted Accounts Only Schedule Accounts do not trade 
in any contracts, options or other interest in any grains, oil seeds or 
livestock.  As indicated above, the Regular Fee Schedule-Regular Fee 
Restricted Accounts Only Accounts were therefore also excluded from the 
composite performance records for the CTA's Managed Account Program, Regular 
Fee Schedule.

Managed Account Program, Regular Fee Schedule-Regular Fee Restricted Accounts 
Only

The following capsule shows the past performance of Regular Fee Schedule-
Regular Fee Restricted Accounts Only since the inception of trading of the 
first Regular Fee Schedule-Regular Fee Restricted Accounts Only Account (in 
November, 1995) 

                                        34
<PAGE>

and year-to-date (through February 28, 1998).  PAST PERFORMANCE IS NOT 
NECESSARILY INDICATIVE OF FUTURE RESULTS.

<TABLE>
             Managed Account Program, Regular Fee Schedule-Regular Fee 
                             Restricted Accounts Only
                            Percentage Rate of Return
                     (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997      1996      1995
<S>         <C>       <C>       <C>       <C>
January       0.82      1.01      3.33    N/A
February     (0.83)    (0.38)    (3.14)   N/A
March                  (1.66)    (4.10)   N/A
April                  (0.85)     2.77    N/A
May                    (1.74)    (2.12)   N/A
June                   (0.73)    (3.45)   N/A
July                   (3.53)     2.37    N/A
August                 (0.32)    (6.14)   N/A
September              (0.89)    (7.28)   N/A
October                (0.05)     1.67    N/A
November               (1.32)    (2.94)     0.00
December               (0.01)    (0.42)    (2.12)
Year         (0.02)   (10.06)   (18.40)    (2.12)

<FN>
Name of Pool:  Managed Account Program, Regular Fee Schedule-Regular Fee 
Restricted Accounts Only

Date Commodity Trading Advisor Began Trading Client Accounts:  March 1, 1976

Date When Client Funds Began Traded Pursuant To The Restricted Program:  
November 27, 1995

Number of Accounts Directed Pursuant To The Restricted Program:  5

Total Assets Under Management of Mr. Frischmeyer:  $22,899,770

Total Assets Traded Pursuant To The Regular Program:  $177,871

Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  7-96/7.84% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998): 7-96 to 12-97/25.99% of net asset value

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

The above performance capsule is a composite of five (5) Regular Fee 
Schedule-Regular Fee Restricted Accounts Only Accounts.  One (1) such Account 
was opened in 1995, twelve (12) such Accounts were opened in 1996, and no 
such Accounts were opened in either 1997 or 1998 (as of February 28, 1998).  
Three (3) such Accounts were closed in 1996, all of which were unprofitable 
as of the date they were closed.  Four (4) such Accounts were closed in 1997, 
all of which were unprofitable as of the date they were closed.  One (1) such 
Account was closed in 1998 (as of February 28, 1998), which was unprofitable 
as of the date it was closed.

Financial Futures Managed Account Program

The following capsule shows the past performance of Financial futures Managed 
Account Program since the inception of trading of the first Financial futures 
Managed Account Program (in June, 1997) and year-to-date (through February 
28, 1998).  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                        35
<PAGE>

<TABLE>
                   Financial Futures Managed Account Program
                           Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997
<S>         <C>       <C>
January       0.52    N/A
February     (0.35)   N/A
March                 N/A
April                 N/A
May                   N/A
June                    0.00
July                   (1.10)
August                 (3.45)
September              (2.93)
October                 0.09
November               (1.14)
December               (0.83)
Year          0.17     (9.36)

<FN>
Name of Pool:  Financial Futures Managed Account Program

Date Commodity Trading Advisor Began Trading Client Accounts:  March 1, 1976

Date When Client Funds Began Traded Pursuant To The Financial Futures 
program:  June, 1997

Number of Accounts Directed Pursuant To The Restricted Program:  1

Total Assets Under Management of Mr. Frischmeyer:  $22,899,770

Total Assets Traded Pursuant To The Regular Program:  $57,235

Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  8-97/3.45% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998): 6-97 to 12-97/5.02% of net asset value

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

The above performance capsule is a composite of one (1) Financial Futures 
Managed Account Program Account.  Four (4) such Accounts were opened in 1997, 
and no such Accounts were opened in 1998 (as of February 28, 1998).  Three 
(3) such Account was closed in 1997, all of which were unprofitable as of the 
date they were closed.  No such Accounts were closed in 1998 (as of February 
28, 1998).

                                COMMODITECH, INC.

Commoditech, Inc., a Missouri corporation, is one of the Commodity Trading 
Advisors (collectively above called the "CTAs" and in this section called the 
"CTA"),and its Main Business Office and main business telephone are:  4299, 
Rock Island Road, Arnold, Missouri 63010; (314) 464-5457; and, Facsimile: 
(314) 467-1906.  The books and records of the CTA will be kept and made 
available for inspection at the Main Business Office.

BUSINESS BACKGROUND 

The business background of the CTA for at least five (5) years is as follows:


                                        36
<PAGE>

Commoditech, Inc. (the "CTA") was registered with the Commodity Futures 
Trading Commission ("CFTC") as a Commodity Trading Advisor in August 1990 and 
is a member in good standing of the National Futures Association ("NFA").  
Such registration and membership, however, in no way implies that the CFTC or 
the NFA has reviewed or approved the accuracy of the information contained in 
the CTA's application for registration or that the CTA has qualifications to 
provide the advisory services described herein.  The CTA is a Missouri 
corporation organized in 1990 to serve as a commodity trading advisor.

The sole principal of the CTA is Barry T. Johnson.  Mr. Johnson obtained a 
B.S. degree in chemical engineering from Iowa State University in 1970.  
Since 1969 he has been employed by Union Carbide (1969), Monsanto Company 
(1970 to 1980) and by the Allis-Chalmers Corporation (1980 to 1990) in 
various engineering and management positions.  His experience includes that 
of being the Plant Manager of a $150 million coal gasification plant and of 
holding the position of President of the Allis-Chalmers subsidiary which 
owned the plant.  His most recent position, from 1990 to the present, has 
been as President of Commoditech, Inc.

Mr. Johnson, born in 1948, was raised on a farm in Iowa, where he first 
became interested in commodity markets.  In 1984, he combined his technical 
education and experience with his market interest and began to develop a 
computer-based trading system.  In January 1988, after years of research and 
development, he began trading his own account to gain actual trading 
experience while continuing to test and develop the trading system.

The CTA began trading its first client account in January 1992.  The 
performance section of this document sets forth the actual, entire results of 
the CTA's managed accounts on the basis of monthly reporting periods.

Additionally, please see "Performance of the CTA," below, for a detailed 
performance history of Mr. Johnson.

DESCRIPTION OF TRADING PROGRAM

The trading method developed and employed by the CTA seeks substantial 
capital appreciation through speculative trading in commodity futures 
contracts, as defined and permitted by the CFTC, including, without 
limitation, futures contracts in agricultural products, metals, financial 
instruments, foreign currencies and stock indices, traded on commodity 
exchanges located in the United States.  No assurance is given that this 
objective can be met.

Commodity traders generally rely on either technical or fundamental analysis, 
or a combination thereof, in making trading decisions and attempting to 
identify price trends.  Fundamental analysis looks at the external factors 
that affect the supply and demand of a particular commodity in order to 
predict futures prices.  As an example, some of the fundamental factors that 
affect the supply of a commodity (e.g., silver) include mining production, 
industrial reclamation, and strikes affecting the production and distribution 
of the commodity.  The demand for silver consists of industrial production, 
manufacturing and world consumption, and is a product of many things, 
including general world economic conditions, as well as the cost of silver in 
relation to the cost of competing products such as gold and platinum.

Technical analysis is not based on the anticipated supply and demand of the 
cash (actual) commodity; instead, it is based on the theory that a study of 
the markets themselves will provide a means of anticipating futures prices.  
Technical analysis of the markets generally will include a study of the 
actual daily, weekly and monthly price fluctuations, volume variations and 
changes in open interest, utilizing charts or computers for analysis of these 
items.

The CTA uses a computer-based technical system for trading commodity futures 
contracts.  On a daily basis, his self-developed trading system ("the 
System") calculates certain key parameters from current market data.  The 
System produces "trading signals" if these calculated parameters are within 
predefined limits.  For example, one of the key parameters is "trend-rate" 
which is calculated from moving-average price data over an 18 week period.  
Some of the other parameters include "price volatility" and certain 
mathematically-defined "price patterns".

The acceptable limits of the System's key parameters are constants which are 
applied consistently to all of the markets traded.  This is made possible by 
calculating each of the key parameters as a ratio to the specific market's 
price volatility.  As a result, markets as diverse as coffee and the 
eurodollar can be traded using the same parameter limits.  The CTA believes 
that standardizing the key parameters in this way and setting their 
acceptable limits as constants which are applied consistently to all of the 
markets is important in achieving acceptable repeatability of performance 
results.
 

                                        37
<PAGE>

The System seeks to identify market conditions that favor price trending, and 
trading positions are taken only in the direction of the calculated 18-week 
price trend.  Specific trading decisions are based on the theory that when 
the market price of a commodity reaches a threshold price (as calculated by 
the System), then there is a favorable probability that the market price will 
continue in that direction for the near term.  Consequently, trades for both 
entering and exiting the market are normally made using "stop-orders" located 
at these calculated threshold prices.  For example, in an upward-trending 
market, a long position may be taken at a set increment above a recent market 
low using a buy-stop order.  The offsetting sell-stop order then follows at a 
set increment below the subsequent market high until it is executed, or until 
the position is otherwise closed out by the CTA on a market order.  
Conversely, in a downward-trending market, a short market position may be 
taken by selling at a set increment below a recent market high.

As the trading methods and strategies of this trading program are proprietary 
and confidential, the above discussion is necessarily of a general nature.

The risk management strategy employed by any commodities trader is equally 
important to the foregoing discussion of commodity and price selection.  
There is a wide distribution of results on individual trades.  The worst 
trades are experienced when the market reverses direction immediately after 
opening a position and then continues in the unfavorable direction until the 
stop-loss order is executed.  The best trades are experienced when the market 
makes a significant price move in the favorable direction before reversing 
course and executing the closeout stop order.  Normal statistical variations 
are such that, at times, there will be a series of losing trades.  The level 
of risk taken on individual trades must therefore be established to balance 
long-term rate of return with short-term loss containment.  The amount of 
intended risk on any individual trade is a function of the location of the 
stop-order price, which is set by the trading system, and the number of 
contracts traded.  The CTA determines the number of contracts such that the 
intended risk is within both the CTA's and the Client's risk tolerance.  
Typically, the risk level on individual trades ranges from 3% to 7% of the 
account's net asset value.

The CTA trades a diversified mix of commodities which includes the British 
pound, Deutschemark, Yen, U.S. dollar index, Canadian dollar, Australian 
dollar, eurodollar, T-bills, Treasury bonds, sugar, crude oil, copper, 
coffee, cotton, natural gas, orange juice, and others.  Trading activity is 
typically in the range of two to six independent trades per month, although 
this varies widely depending on market conditions.

PERFORMANCE RECORD OF THE CTA

Commoditech, Inc. - Program A

The following capsule shows the past performance of the Commoditech, Inc. - 
Program A since the inception of trading of the first Account (in January, 
1992) and year-to-date (through February 28, 1998).  PAST PERFORMANCE IS NOT 
NECESSARILY INDICATIVE OF FUTURE RESULTS.

<TABLE>
                       Commoditech, Inc. - Program A
                         Percentage Rate of Return
                 (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997      1996      1995      1994      1993
<S>         <C>       <C>       <C>       <C>       <C>       <C>
January      (3.08)    25.33     10.67    (17.68)    (6.44)    (5.58)
February     (4.03)    12.06    (11.95)     1.52      0.18     (7.95)
March                  (0.41)    (3.13)    19.98      7.96     (1.37)
April                   5.00     15.40      3.87     10.84      3.26
May                     0.67     (3.81)     6.17     17.57      3.38
June                    0.35     (8.89)     6.40     21.75      4.25
July                   18.42      0.57     (5.67)    (1.33)    (4.01)
August                 (6.33)    (2.25)     0.94    (15.04)    (4.00)
September               4.82     (3.95)     1.24      1.84     (0.33)
October               (15.82)    12.99      2.34     (7.07)     7.00
November               13.21      7.85     13.35     14.49    (17.66)
December               (7.54)   (12.76)     8.92     (7.60)     1.89
Totals       (6.99)    52.00     (4.17)    43.30     34.74    (21.34)

                                        38
<PAGE>

<FN>
Name of Commodity Trading Advisor:  Commoditech, Inc.

Name of Trading Program:  Program A

Acceptance Date of First Client Account:  January 1992

Date CTA began trading client funds pursuant to Program A:  January 1992

Number of client accounts using this trading program:  78

Total Assets managed under all trading programs of the CTA:  $2,310,000

Total Assets managed under this trading program:  $2,310,000

Worst Monthly Percentage Draw-down**:  11-93 / 21.49%

Worst Peak-to-Valley % Draw-down***:  6-94 to 1-95 / 38.89%

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

                       ROSENBERY CAPITAL MANAGEMENT, INC.

Rosenbery Capital Management, Inc., an Illinois corporation, is one of the 
Commodity Trading Advisors (collectively above called the "CTAs" and in this 
section called the "CTA"), and its Main Business Office and main business 
telephone are:  5445 N. Sheridan Rd. Suite 2706, Chicago, IL 60640; (773) 
271-7971; and, Facsimile: (773) 271-8371.  The books and records of the CTA 
will be kept and made available for inspection at the Main Business Office.

BUSINESS BACKGROUND 

The business background of the CTA for at least five (5) years is as follows:

Rosenbery Capital Management, Inc., a Subchapter S Corporation chartered in 
the State of Illinois, manages individual commodity trading accounts.  
Rosenbery Capital Management, Inc. is a Commodity Trading Advisor (CTA) 
registered with the Commodities Futures Trading Com-mission (CFTC) since 
February 21, 1997 and a member of the National Futures Association (NFA) 
since February 21, 1997.

Employing a proprietary technical trading program designed to overcome 
limitations common to small account management, Rosenbery Capital Management, 
Inc. seeks the maximization of long-term asset appreciation relative to risk 
for accounts of $10,000 and multiples thereof.  The program entails the 
buying and selling of U.S. Treasury 10-year Treasury Note futures contracts, 
30-year Treasury Bond futures contracts and 30-year Treasury Bond option 
contracts.  Futures positions may be long or short, while option positions 
may be long only.  The trading of these contracts are executed only through 
domestic U.S. exchanges.

Eric Rosenbery is the sole principal of Rosenbery Capital Management Inc. and 
is solely responsible for all trading and operational decision-making.  Mr. 
Rosenbery has been the controlling principal since the inception of Rosenbery 
Capital Management, Inc.

In 1977, Eric Rosenbery received a Bachelor of Sciences degree in Physics 
from the University of Illinois at Champaign-Urbana.  Upon graduation, Mr. 
Rosenbery was hired by the Borg-Warner Corporation as a Product Engineer for 
the Brummer line of automotive components.  When Brummer was purchased in 
1983 by Echlin Inc., Mr. Rosenbery relocated with the product line to the 
Echlin manufacturing facilities in McHenry, Illinois as a condition of the 
product line's sale and was named Chief Engineer of Echlin's newly-created 
Brummer Division.  In addition to engineering and supervisory duties, Mr. 
Rosenbery was responsible for the on-site re-qualification of the Brummer OEM 
product line at Ford Motor Company's European manufacturing facilities in 
Basildon, England and Cologne, Germany.  Mr. Rosenbery also served as the 
engineering liaison to Echlin's European sales representatives located in 
Hamburg, Germany.


                                        39
<PAGE>

In 1985, Mr. Rosenbery began research into technical trading methods.  By 
1987, Mr. Rosenbery was trading sector mutual funds full-time for his own 
account and formed Oracle Weekly Publications, Inc., which later became 
Rosenbery Capital Management, Inc.  In 1990, Mr. Rosenbery began trading 
commodity futures and concentrated his research efforts on 10-year Treasury 
Notes and 30-year Treasury Bonds.  On July 6, 1994, Mr. Rosenbery implemented 
Progenitor I, his first system devoted solely to capital market interest 
rates.  Further development led to the implementation on Jan 2, 1996 of 
Progenitor II, which greatly increased the already-profitable performance of 
Progenitor I.  On February 21, 1997, Mr. Rosenbery was granted registration 
as an Associated Person of Rosenbery Capital Management, Inc. and was 
admitted as an NFA Associate Member.

Additionally, please see "Performance of the CTA," below, for a detailed 
performance history of Mr. Rosenbery.

DESCRIPTION OF TRADING PROGRAM

PROPRIETARY INDICATORS.  It is the CTA's belief that a successful indicator 
must be self-generated and outside the public domain.  Axiomatically, any 
truly predictive indicator can have only a briefly successful public life.  
Once publicly known, the indicator would be treated by the market as new 
information.  In the same way that prices are discounted upon the release of 
new information, such as a government report, the indicator would likewise 
cause a similar price discounting.  In addition to the narrowed window of 
opportunity, this indicator would ultimately lose its effectiveness by 
measuring its own discounted prices.  Compounding this failure, attempts at 
modifying the indicator back to life would de-couple the indicator from its 
original philosophical basis and possibly lead to reverse-logic contrarian 
interpretations.  Having tested numerous indicators, the CTA has found none 
sufficient to consistently offset transaction costs.  The CTA therefore 
employs only proprietary indicators of his own design.

PRICE THEORY.  It is the CTA's belief that a non-random component exists 
within commodity prices and that price movement can be forecasted through 
mathematical analysis.  Confirmatory to this belief, the CTA has identified 
four primary market mechanisms that account for much of the non-random 
behavior.  Because commodities are traded by people, prices will be affected 
by market psychology and occasionally dominate normal supply and demand 
concerns until they are eventually corrected.  Classical price theory 
addresses the linear interaction between supply and demand but doesn't 
address the non-linear interaction between the rational and the semi-
rational.  Markets react not only to supply and demand, but also to their own 
reaction to supply and demand, all the while leaving numerous telltale 
"fingerprints" on prices.  Normally dismissed as noise or selectively 
attributed to affirmative market fundamentals, the imbedded non-linear 
information in seemingly mundane prices can aid in forecasting which way a 
seemingly quiet market will eventually break.  Through repeated human 
iterations, this positively-reinforced market feedback may evolve into range-
bound "cyclical" markets, break-out into "trending" markets or climax in a 
panic.  Each of these market types are of limited duration and often dissolve 
shortly after being identified.  By being on-board at the start, with minimal 
lag time, these market inefficiencies can be efficiently exploited.  Further, 
knowing the mechanisms that caused these market inefficiencies can aid in 
forecasting the market's eventual discounting back to equilibrium.

SYSTEM DESIGN.  Imbedded non-linear price information must be extracted and 
converted into a usable linear form because the act of trading, in itself, is 
linear.  For example, a trader establishes a bullish position because his 
sentiment level reaches a specific threshold for bullish action.  A trader 
does not, however, establish a bullish position because he reaches an 
undefined level of bearishness.  A linear indicator generates signals that 
are directly proportional to the expected market outcome.  In addition to its 
inherent rational logic, linear indicators can be combined to create a more 
powerful linear composite indicator.  Here, strong sentiment in one direction 
will overrule weak sentiment in another direction by a quantifiable amount 
and render a more accurate forecast.  Compounding this increase in accuracy, 
the random noise component of each indicator is largely canceled-out.  This 
enhanced performance is extremely important because profits begin only after 
transaction costs are met.  This enhanced composite indicator, more powerful 
than the sum of its parts, forms the heart of the CTA's trading system.  This 
forecasting power is measured as a signal-to-noise ratio, which when 
implemented into a completed program, translates into the reward-to-risk 
ratio of actual trading.  The degree of complexity in this system is well-
beyond the scope of conventional fundamental analysis and owes its 
feasibility to the power of today's computers.  Fully objective and 
mechanical, the system generates unambiguous buy and sell signals, allowing 
the CTA to concentrate on market monitoring and accurate order placement.

THE SYSTEM.  The system is based upon rationally-derived algorithms of market 
mechanisms coupled to specific aspects of trader mass-behavior.  At the core 
of the system are four independent and quantitative indicator modules that 

                                        40
<PAGE>

each describe a particular market mechanism.  Each reacts with opposing 
biases to price movement, thereby largely hulling-out random price noise when 
combined.  The result is a highly distilled composite with a high signal-to-
noise ratio.  Acting upon the composite is a trade shell program that 
generates the actual buy and sell signals.  If the composite is strongly 
positive, a buy signal is generated.  If the composite is strongly negative, 
a sell signal is generated.  When the composite reverses polarity, positions 
are exited.  The system is in the market 72% of the time on average.  A 
trade-saving filter consisting of robust short-term indicators is used to 
protect against "whip-saw" price action and control the frequency of trades 
in a cost-effective manner.  Entries and exits are allowed only when 
confirmed by the filter and result in trade durations of 8 calendar days on 
average.  In addition to lowering overall transaction costs, the lowered 
trading frequency minimizes the likelihood human error in program execution 
that is common to active trading.

EXECUTION.  The system derives its trading decisions primarily from daily 
settlement prices.  Of all daily prices, the settlement price offers the 
truest insight into the state of the market.  By closely monitoring prices 
during the final minutes of trading, the system generates buy or sell 
commands that are typically executed via market-on-close (MOC) orders.  This 
eliminates the lag time of waiting until the next day's opening.  Although 
one may question the propriety of acting on a price that technically hasn't 
occurred yet, the system usually generates buy and sell price ranges that are 
widely separated and rarely affected by moves occurring in the minutes 
between order placement and the market's close.  Further, because of the 
system's trade-saving features, there is less than a 20% likelihood of any 
trade activity occurring on any given trading day.  Adding to the benefit of 
end-of-day trading, markets are usually the most liquid at the close and 
result in a published price from which order fill quality can be definitively 
monitored.

ACCOUNT SIZE, COMPOSITION AND OPTIONS.  (This disclosure statement is not 
meant to offer an exhaustive description of options and describes only their 
generalized characteristics.  Because the program allows the holding of only 
long options purchased at a premium, all subsequent use of the terms 
"option", "call" and "put" shall be taken to mean "long option", "long call" 
and "long put", respectively)  Account size is measured in terms of "units".  
One unit consists of one 10-year Treasury Note or 30-year Treasury Bond 
futures contract, augmented at the CTA's discretion by the purchase of one 
30-year Treasury Bond call and/or put contract.  To definitively cap risk 
exposure, the CTA may substitute an additional option contract in lieu of the 
futures contract.  An account controls one unit for every $10,000 account 
balance, rounded to the nearest $10,000.  For example, an account with a 
balance of between $15,000 (inclusive) and $25,000 will control two units.  
Upon initiation of each new trading position, the CTA determines the 
appropriate unit quantity for the account and places the forthcoming trades 
in the specified contract quantities.  Typically, an account is increased by 
one unit for each $10,000 net profit (less applicable fees) and is decreased 
by one unit for each $10,000 net loss.  It is advised that the account 
balance be maintained above $5,000 to reduce the likelihood of margin calls.

PERFORMANCE RECORD OF THE CTA

Rosenbery Capital Management, Inc. manages accounts that trade solely in 
capital market interest rate futures and options in unit blocks of $10,000.  
The trading system used was developed entirely by the CTA.  Pursuant to the 
use of this specific product for the management of trading accounts, the CTA 
thoroughly researched the accuracy of the system's buy and sell signals 
within his own personal trading account.  Implemented on July 6, 1994 and 
still in use, the system encompasses over 2.5 years of proprietary trading, 
leading to its use for managed accounts.  The system has been slightly 
modified through use, but has remained the same since January, 1996.  On 
December 23, 1996, the Rosenbery Capital Management, Inc. began trading on 
behalf of clients as a registered CTA under the trading program "Progenitor".  
The following performance capsule reflects the results of such trading.

Rosenbery Capital Management, Inc. - Progenitor

The following capsule shows the past performance of the Rosenbery Capital 
Management, Inc. - Progenitor since the inception of trading of the first 
Account (in December 23, 1996) and year-to-date (through February 28, 1998).  
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                        41
<PAGE>

<TABLE>
               Rosenbery Capital Management, Inc. - Progenitor
                            Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997      1996
<S>         <C>       <C>       <C>
January     (15.0)     25.5     N/A
February      0.3     (14.8)    N/A
March                  22.2     N/A
April                 (19.7)    N/A
May                    (6.0)    N/A
June                    6.3     N/A
July                    1.9     N/A
August                 (1.1)    N/A
September              (3.8)    N/A
October                33.7     N/A
November                3.1     N/A
December                6.6       5.5
Year        (14.7)     49.2       5.5

<FN>
Name of Commodity Trading Advisor:  Rosenbery Capital Management, Inc.

Name of Trader:  Eric Rosenbery

Name of Trading Program:  Progenitor

Inception of Trading by CTA:  December 23, 1996

Inception of Trading in Progenitor:  December 23, 1996;  July 6, 1994 
(proprietary)

Progenitor Accounts Under Management:  139

Total Assets managed by CTA:  $1,827,470

Total Assets managed traded per Progenitor:  $1,827,470

Worst Monthly Percentage Draw-down**:  4-97 / 19.7%

Worst Peak-to-Valley % Draw-down***:  4-97 to 5-97 / 24.6%

Number of Accounts Closed with Profit:  3 since December 23, 1996

Number of Accounts Closed with Loss:  5 since December 23, 1996

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

                         J.A.H. RESEARCH AND TRADING

James A. Hyerczyk (d.b.a. J.A.H. Research and Trading) is one of the 
Commodity Trading Advisors (collectively above called the "CTAs" and in this 
section called the "CTA").  The CTA conducts the business of the trading 
program described in this Disclosure Document as a sole proprietorship as 
J.A.H. Research and Trading, and his Main Business Office and main business 
telephone are:  10561 Ridgewood Drive, Palos Park, Illinois 60464, (708) 448-
6858, facsimile (708) 448-0723, e-mail jahtrade@ix.netcom.com.  The books and 
records of the CTA will be kept and made available for inspection at the Main 
Business Office.

DESCRIPTION OF TRADING PROGRAM

J.A.H. RESEARCH AND TRADING offers two separate trading programs for managed 
accounts based on the level of capitalization of each client's account.  
Accounts with a beginning equity balance which is less than $8,000 are traded 

                                        42
<PAGE>

pursuant to the Program II.  Accounts with a beginning balance which is 
greater than $8,000 are traded pursuant to the Program I.  When trading for 
the Partnership, the CTA intends to use the Program I strategy, detailed 
below under "Program I".  The CTA will use the signals generated to trade the 
Chicago Board of Trade, the Chicago Mercantile Exchange, the Coffee, Sugar 
and Cocoa Exchange, Globex, the Kansas City Board of Trade, the Mid-America 
Commodity Exchange, New York Cotton Exchange, and the New York Mercantile 
Exchange markets.  No other futures markets will be traded for the 
Partnership.

Trading Philosophy of the CTA

The trading philosophy of the Advisor was developed over thirteen years of 
research and back-testing in the futures industry.  The main thrust of the 
Advisor's philosophy is that markets adhere to the principles of price, time 
and pattern and that the conclusions derived from the research and back-
testing of these principles can be quantified and tested over a period of at 
least ten years of historical data to determine the probabilities of its 
success.

During the early years of testing the Advisor discovered that many of the 
technical indicators and commercially available systems used and written 
about in technical manuals simply do not work consistently when tested 
objectively by computer.  Most programs either focus too much on time or on 
price and subsequently ignore the important relationship between the two.  In 
many cases an indicator or system would have a strongly positive return for a 
period of a few weeks or months, followed by many months of draw-down.  In 
addition, he found that many systems only prove profitable if a particular 
commodity were chosen for inclusion in the testing or trading.  In other 
words, one market which experienced a major trend provided all the profit and 
all the other markets continued to provide losses.  Unless every market were 
traded, there was no assurance that a trader would be fortunate enough to 
have included the winning commodity in his or her trading with the particular 
system.  It wasn't until he began to work with price, time and pattern that 
the Advisor consistently found positive results in simulated trading.  His 
conclusion was that a trader needs the computer generated reports to filter 
the patterns, but he also needs the discretionary input in order to allow the 
system to be more adaptive to current market conditions. 

Program I

The Program I is a proprietary, discretionary, and technical trading system.  
The Program attempts to profit from short-term to intermediate trends in the 
market.  The Program was developed through extensive and on-going back 
testing of historical data based on price and time trading theories.  The 
Program incorporates the use of price, time and pattern recognition.  A 
mechanical trend indicator as well as geometrical angles are used to show 
trend, strength and direction.  Various oscillators are also used to provide 
information on the market's trend, strength, momentum and overbought/oversold 
conditions.  The information obtained from the combination of the price and 
time analysis, and the oscillators are the basis of all trading signals.  
Each day the CTA analyzes his charts as well as the oscillators to identify 
current conditions that may have existed in the past that have a high 
probability of generating a successful trade.  If conditions do exist, then 
at his discretion, the CTA will issue the appropriate buy, sell or flat 
signal.  Risk management is an important aspect of the J.A.H. Research and 
Trading Program.  Risk is measured on a trade-by-trade basis.  If current 
conditions exist that conclude liquidation of a position is necessary, then 
at his discretion, the CTA will issue the appropriate signal.

In summary, the Program I will incorporate trades in all United States 
Futures and Options Exchanges.  The Program is discretionary with signals 
based on a combination of price, time, pattern and oscillators.  The specific 
parameters of the J.A.H. Research and Trading model were developed through 
extensive and on-going back-testing of historical data to determine specific 
entry and exit points.  Risk is measured on a trade-by-trade basis.

Program II

As stated above, the Advisor now offers the Program II to clients investing 
less than $8,000.  The trading signals utilized by the Advisor in initiating 
and liquidating positions for accounts traded pursuant this program are 
identical to those employed by the Advisor on behalf of accounts traded 
pursuant to the Program I.  The only major difference between the between 
these programs is that the accounts traded pursuant to the Program II will 
trade primarily (though not exclusively) in option contracts and "mini" 
futures contracts offered at the Mid-America Commodity Exchange.  
Additionally, the Advisor's risk management of accounts traded pursuant to 
this program will be adjusted in relation to the size of these accounts.  For 
instance, the Advisor may enter a stop loss order closer to the initiation 
price of an account traded pursuant 

                                        43
<PAGE>

to this program than he would for an account traded pursuant to the Program I 
in order to protect the smaller balances of these accounts.  As with the 
Program I, risk will measured on a trade-by-trade basis.

BUSINESS BACKGROUND

The name of the principal and sole-proprietor of J.A.H. RESEARCH AND TRADING 
is James A. Hyerczyk.  Mr. Hyerczyk became registered as a Commodity Trading 
Advisor on August 9, 1989.  Mr. Hyerczyk was admitted to membership in the 
National Futures Association effective December 28, 1995.

Mr. Hyerczyk began his career in the futures industry in 1983 as an account 
executive with Data-Trend Commodities, an Introducing Broker of Chicago 
Grain.  Throughout his career he has worked in the capacity of Director of 
Research for several Introducing Brokers.  During this time period Mr. 
Hyerczyk has devoted a substantial amount of time researching and analyzing 
price and time trading strategies and systems.  In May 1989, Mr. Hyerczyk 
became a sole-proprietor and formed Gann Research and Trading.  This company 
was a daily futures advisory service which provided daily and intra-day Gann 
based support and resistance data to S&P 500 Stock Index future traders.  In 
December 1992, Mr. Hyerczyk became an associated person of the staff of 
Hartfield Management, a CTA, and publisher of the Hightower Report.  At the 
Hightower Report, Mr. Hyerczyk was responsible for all areas of technical 
analysis including daily commentary, special reports and the Techview Section 
of the bi-weekly letter.  In 1993, Mr. Hyerczyk registered with the National 
Futures Association as a commodity trading advisor doing business as J.A.H. 
Research and Trading.

His work has been published in Futures Magazine (September 1990) and the 
Gann/Elliott Trader Magazine (April 1988).  He has also presented seminars 
for the Commodities Educational Institute (a Division of Oster Communication) 
and has lectured at the World Conference of Cycle-Economics as well as in the 
Soviet Union (1991), Guatemala (1995) and Malaysia (1995).  Mr. Hyerczyk is 
also on the faculty of the Chicago Mercantile Exchange where he teaches a 
course called An Introduction to Gann Theory.  He is a regular weekly 
commentator on the Money Radio Network in Pomona, California.  Mr. Hyerczyk 
received a BA degree in Business Administration from St. Xavier College in 
Chicago in 1982 and a CPA Certificate from the State of Illinois in 1983.  In 
addition, he received a Masters degree in Financial Markets and Trading from 
the Illinois Institute of Technology in 1996.  Additionally, please see 
"Performance of the CTA," below, for a detailed performance history of Mr. 
Hyerczyk.

PERFORMANCE RECORD OF THE CTA

J.A.H Research and Trading - Program I - Capsule Performance of Accounts

The following capsule shows the past performance of Mr. Hyerczyk's trading as 
J.A.H. Research and Trading (Program I) since the inception of J.A.H. 
Research and Trading and year-to-date (through February 28, 1998).  

<TABLE>
                 J.A.H. Research and Trading - Program I
                        Percentage Rate of Return
                 (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997
<S>         <C>       <C>
January      (1.15)   N/A
February     (7.67)   N/A
March                  (1.89)
April                  (6.79)
May                     9.46
June                   (0.20)
July                    2.96
August                  5.25
September              (0.25)
October                (3.33)
November               (0.28)
December               (7.38)
Year         (8.73)    (3.60)

                                        44
<PAGE>

<FN>
Name of Commodity Trading Advisor:  James A. Hyerczyk

Name of Trading Program:  J.A.H. Research and Trading

Date Commodity Trading Advisor Began Trading Client Accounts:  March, 1997

Date When Client Funds Began Being Traded Pursuant To Program I:  March, 1997

Number of Accounts: 319

Total Assets Under Management of Mr. Hyerczyk:  $3,247,525

Total Assets Traded Pursuant To Program I:  $2,793,257

Largest Monthly Draw-Down** Since Inception and Year-to-Date
(through February 28, 1998): 2-98/7.67% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception and Year-to-Date
(through February 28, 1998): 9-97 to 2-98/12.00% of net asset value

Number of Accounts Closed with Profit:  1 since March, 1997

Number of Accounts Closed with Loss:  80 since March, 1997

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

J.A.H Research and Trading - Program II - Capsule Performance of Accounts

The following capsule shows the past performance of Mr. Hyerczyk's trading as 
J.A.H. Research and Trading (Program II) since the inception of the Program 
II and year-to-date (through February 28, 1998).  

<TABLE>
                   J.A.H. Research and Trading - Program II
                          Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
<CAPTION>
Month       1998      1997
<S>         <C>       <C>
January      (1.90)   N/A
February     (7.70)   N/A
March                 N/A
April                 (12.98)
May                    13.33
June                    0.77
July                   (0.17)
August                  2.13
September              (0.27)
October                 0.65
November               (3.18)
December               (9.98)
Year         (9.45)   (11.36)

<FN>
Name of Commodity Trading Advisor:  James A. Hyerczyk

Name of Trading Program:  J.A.H. Research and Trading

                                        45
<PAGE>

Date Commodity Trading Advisor Began Trading Client Accounts:  March, 1997

Date When Client Funds Began Being Traded Pursuant To Program II:  April, 
1997

Number of Accounts:  100

Total Assets Under Management of Mr. Hyerczyk:  $3,247,525

Total Assets Traded Pursuant To Program II:  $454,268

Largest Monthly Draw-Down** Since Inception and Year-to-Date
(through February 28, 1998):  4-97/12.98% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception and Year-to-Date
(through February 28, 1998):  4-97 to 2-98/19.7% of net asset value

Number of Accounts Closed with Profit:  4 since April, 1997

Number of Accounts Closed with Loss:  18 since April, 1997

Number of Accounts Closed with no change:  1 since April, 1997

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

                              C&M TRADERS, INC.

C&M Traders, Inc., a Florida Corporation is one of the Commodity Trading 
Advisors (collectively above called the "CTAs" and in this section called the 
"CTA").  Steven Midlarsky was previously registered as a CTA as a sole 
proprietorship effective 5/12/95, and transferred his status to C&M effective 
July 31, 1995.  Steven Midlarsky is currently registered as the principal and 
associated person of the CTA.  The Main Business Office and main business 
telephone of the CTA are:  1001 Yamato Road, Suite 307, Boca Raton, Florida 
33487, (561) 995-8626, facsimile (561) 988-0210.  The books and records of 
the CTA will be kept and made available for inspection at the Main Business 
Office.

BUSINESS BACKGROUND 

The business background of the CTA for at least five (5) years is as follows:

C&M Traders Inc. was incorporated in March, 1995, by Steven Midlarsky, its 
president and principal owner.  Mr. Midlarsky was a principal owner of a 
wholesale meat distributor, called Crown Meat Company, Inc. from February, 
1987 through September, 1991 located in New York City & Secaucus, New Jersey.  
From October, 1991 to the present Mr. Midlarsky has been trading cattle for 
himself from an office in Boca Raton, Florida.  Mr. Midlarsky holds a 
Bachelors degree in Science from Tulane University. 

Heidi A. Brown, Vice President of C&M Traders, Inc., As Vice President, her 
responsibilities include but are not limited to:  Investor Relations, 
Compliance with Commodity Futures Trading Commission Regulations and National 
Futures Association Rules.

Ms. Browns' professional experience includes: Commercial and Residential Real 
Estate Sales, and Real Estate Property Management (12/88-7/93).  In July, 
1993, Brown began her career in managed futures with Hallett Capital 
Management, CTA, as an AP before being promoted to Director of Compliance 
until February, 1995.  In February, 1995, Ms. Brown was recruited by Alaron 
to build their first branch office.  Once the project was completed in 
September, 1995, Brown joined C&M Traders, Inc.

Educational Background: Ms. Brown attended University of Kentucky and Florida 
Atlantic University, focusing on International Business and Finance.

                                        46
<PAGE>

DESCRIPTION OF TRADING PROGRAM

C&M Traders, Inc. is solely a "fundamental trader".  Trading in Meats, mostly 
in live cattle as well as lean hogs.  By being a "Fundamental trader," C&M 
Traders, Inc. carefully analyzes actual market conditions in the present and 
how they could effect the future condition of the markets traded.  C&M 
Traders, Inc. program invests in futures or options on futures contracts that 
in the judgment of C&M Traders, Inc., offers special potential.  Moreover, in 
certain instances C&M may trade short term market price movements depending 
on market conditions.  There are no limitations to the domestic futures or 
options on futures contacts that may be considered for this program.  C&M 
Traders, Inc. does not offer advice with respect to foreign futures and/ or 
options.  C&M Traders, Inc., has no other restrictions or limitations on 
trading.
  
It is C&M Traders, Inc. policy to attempt to minimize the differences in 
performance between accounts.  However, the risk assumed and, consequently, 
the potential for profit experienced in a particular account at different 
times, or by different accounts at the same time, can vary significantly 
according to market conditions, the size of the account, the percentage 
gained or lost in the account, and the perceived risk aversion of that 
account's owner.  For those and other reasons described in the performance 
record, no investor should expect the same performance as that of any other 
account traded previously, simultaneously, or subsequently by C&M Traders, 
Inc., or of the composite presented within.

The exact nature of C&M Traders, Inc., methods are proprietary and 
confidential.  The decision not to trade a certain position may result at 
times in missing price moves and hence profits or losses of great magnitude.  
There is no assurance the performance of C&M Traders, Inc. will result in 
profitable trading.

PERFORMANCE RECORD OF THE CTA

C&M Traders, Inc. program began with clients money July 1, 1993.  Its 
performance through October 1997, as presented in the following Capsule 
Performance Record is a composite performance of numerous managed accounts.

Since the performance of the program is presented on a composite basis rather 
than account by account, each account's performance would differ from the 
composite figures shown.  The information included in the performance record, 
in the opinion of C&M Traders, Inc. is accurate.

The results set forth in the following Capsule Performance Record are not 
indicative of the results which may be achieved by C&M Traders, Inc., in the 
future, in part because past performance is not necessarily indicative of 
future results.  Although it is C&M Traders, Inc. policy to attempt to manage 
all accounts equally, the risk assumed and, consequently, the potential for 
profit experienced by a particular account at different times, and by 
different accounts at the same time, may vary significantly according to 
market conditions, the size of a given account, the percent gained or lost in 
the account, and the perceived risk aversion of the account's owner.  
Furthermore, because C&M Traders, Inc., has modified and will continue to 
modify its trading methods, the results shown in the Capsule Performance 
Record do not necessarily reflect the precise trading methods which will be 
used by C&M Traders, Inc., on behalf of any account.

Futures trading performance will also be affected by the increasing amount of 
funds directed by C&M Traders, Inc.  "Slippage" (the difference between ideal 
and actual trade execution prices) will increase with the execution of larger 
orders.

For all the above reasons, no investor should expect necessarily the same 
performance as that of any other account traded previously, simultaneously, 
or subsequently by C&M Traders, Inc., or the Composite presented herein.

The accounts that comprise the Client Capsule Performance Record differ 
materially in the following ways: (1) Commissions range from $15.00 to $30.00 
per round turn (2) Some accounts earn no interest, while others can earn 
interest on a considerable component of the funds in the account. (3) Fees 
range from 7 cents to $4.62 per round turn.  There are no other material 
differences between these accounts.

Proprietary trading began January 1992.  Four accounts included in the 
Capsule.  Three closed profitable.  The accounts that comprise the 
Proprietary Capsule Performance Record differ materially in the following 
ways: (1) Commissions range from $8.50 to $25.00.  Otherwise there are no 
material differences in the proprietary accounts traded.

                                        47
<PAGE>

C&M Traders, Inc. - Live Cattle - Composite

The following capsule shows the past performance of the C&M Traders, Inc. - 
Live Cattle - Composite since the inception of trading of the first Account 
(in July, 1993) and year-to-date (through February 28, 1998).  PAST 
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<TABLE>
                   C&M Traders, Inc. - Live Cattle - Composite
                           Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995      1994      1993
<S>         <C>       <C>       <C>       <C>       <C>       <C>
January      18.21     (8.95)   (63.32)    27.49       0.00    N/A
February      3.11     (2.00     45.30    (20.06)      0.00    N/A
March                 (39.75)     5.23     50.76       0.00    N/A
April                  10.25    (27.67)   (23.84)      0.00    N/A
May                    13.33     29.65      4.30     388.94    N/A
June                   (5.30)    (1.87)   (53.60)     32.54    N/A
July                  (12.48)    (6.89)    33.15     (11.99)   (67.58)
August                 (3.20)    27.67      9.75     105.19     50.75
September               9.11     (0.15)    20.07     (20.73)    36.04
October                30.19      3.33     17.75     110.67     22.44
November               14.98      3.58    (17.72)     12.62     80.99
December               (3.12)     2.87     14.00     (13.14)    10.13
Totals       21.32     24.40    (33.10)     9.75    1812.04     62.27

<FN>
Name of Commodity Trading Advisor:  C&M Traders, Inc.

Name of Trading Program:  Live Cattle

Inception of Trading: July, 1993

Number of client accounts using this trading program:  171

Total Assets managed under all trading programs of the CTA:  $13,540,020

Total Assets traded pursuant to Program:  $13,540,020

Worst Monthly Percentage Draw-down**:  07-93 / 67.58%

Worst Peak-to-Valley % Draw-down***:  3-95 to 3-97 / 74.31%

Number of Accounts Closed w/ Profits Since 7-1-93:  15

Number of Accounts Closed w/ Losses Since 7-1-93:  23

Number of Accounts Closed with Profit:  15 since July, 1993

Number of Accounts Closed with Loss:  23 since July, 1993

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

Please see Appendix II for the supplemental proprietary trading history for 
the CTA.

                                        48
<PAGE>

           PERFORMANCE RECORD OF FREMONT FUND, LIMITED PARTNERSHIP

In addition to the Partnership, the principal of the CPO is the principal of 
another CPO, Pacult Asset Management, Inc., which manages another commodity 
pool called Fremont Fund, Limited Partnership.  Fremont Fund Limited 
Partnership is traded by Michael J. Frischmeyer, one of the CTAs selected for 
this Fund, as the sole CTA.  No correlation is expected between the 
performance of the Fremont Fund and this Partnership because Mr. Frischmeyer 
is a CTA for both pools. 

Fremont Fund pays various expenses in relation its operation including a 
management fee to the CTA and the General Partner of 4% and 2% annually 
respectively charged 1/12th monthly, and a quarterly incentive fees of 15% of 
all new net profits.  In addition, the fund pays _% per month, 9% per year, 
for trading.

Fremont Fund, Limited Partnership 

The following capsule shows the past performance of Fremont Fund, LP for the 
period from inception of trading in November, 1996, through February 28, 
1998.  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<TABLE>
                      Fremont Fund, Limited Partnership 
                          Percentage Rate of Return
                  (Computed on a compounded monthly basis)*
Month       1998      1997      1996
<S>         <C>       <C>       <C>
January      (1.48)    (1.79)   N/A
February     (0.92)     0.71    N/A
March                  (0.91)   N/A
April                  (2.13)   N/A
May                    (0.66)   N/A
June                   (0.39)   N/A
July                   (0.65)   N/A
August                 (2.57)   N/A
September              (0.53)   N/A
October                (0.76)   N/A
November               (1.09)    (8.83)
December               (2.13)     2.34
Year         (2.38)   (12.21)    (6.69)

<FN>
Name of Pool:  Fremont Fund, LP

How Offered:  Publicly offered pursuant to Form S-1 Registration statement

Number of CTAs:  One

Name of CTA:  Michael J. Frischmeyer

Principal Protected:  No

Date of Inception of trading:  November, 1996

Net Asset Value of the pool (as of February 28, 1998):  $929,069 on total 
Units outstanding: 1,236

NAV Per Unit (as of February 28, 1998):  $751

Largest Monthly Draw-Down** For Since Inception and Year-to-Date 
(through February 28, 1998):  12-96/8.83% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception and Year-to-Date 
(through, February 28, 1998):  11-96 to 2-98/20.11% of net asset value

*    Rate of return is computed by dividing the net performance by the sum of 
the beginning net asset value and net additions, capital withdrawals and 
redemptions.


                                        49
<PAGE>

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by a pool or account over the specified period

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>

                      THE FUTURES COMMISSION MERCHANTS

Vision Limited Partnership located at One Whitehall Street, 15th floor, New 
York, New York, 10004, is the futures Commission Merchant for the 
Partnership.  The following disclosures are provided regarding Vision Limited 
Partnership.  In addition, since Vision is a non-clearing FCM, they have 
established an omnibus clearing arrangement with Lind-Waldock & Company.  

Lind-Waldock is located at 1030 West Van Buren Street, Chicago, IL 60607.  
Lind-Waldock is a clearing member of all principal futures exchanges in the 
United States.  

See disclosures as to litigation during the past 5 years regarding Vision and 
Lind-Waldock & Company under "Legal Matters".  

                         FEDERAL INCOME TAX ASPECTS

SCOPE OF TAX PRESENTATION

This presentation is based on the Internal Revenue Code of 1986, as amended, 
and the rules and regulations promulgated thereunder (hereinafter 
collectively called the "Code") which were in effect as of November 1, 1995, 
and is based upon the express intention of the General Partner to cause the 
Partnership to invest only its equity capital and not to borrow funds from 
any source.  Any change in the Code or deviation from the intent to invest 
equity capital only, could alter this presentation and also have adverse tax 
consequences to the Partnership and the Partners.  Under current IRS 
guidelines, there exists a substantial possibility that the partnership's 
return will be examined.  If the partnership is audited, significant factual 
questions may arise which, if challenged by the IRS, might only be resolved 
at considerable legal and accounting expense to the Partners and the 
Partnership.  Any adjustment made to the Partnership return will flow through 
to the Partners' returns and could result in a separate audit of the 
Partners' individual returns.  The Partnership will report its income for tax 
and book purposes under the accrual method of accounting and its tax year 
will be the calendar year, or such other period as is required under section 
706(b) of the Code.  During taxable years in which little or no profit is 
generated from trading activities, a Limited Partner may still have interest 
income which will be taxed as ordinary income.

THIS DISCUSSION ASSUMES THAT THE INVESTOR IS AN INDIVIDUAL AND IS NOT 
INTENDED AS A SUBSTITUTE FOR CAREFUL PLANNING, PARTICULARLY, SINCE CERTAIN OF 
THE INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE PARTNERSHIP WILL NOT BE 
THE SAME FOR ALL TAXPAYERS.  ALL MATTERS UPON WHICH THE PARTNERSHIP HAS 
OBTAINED AN OPINION OF TAX COUNSEL ARE DISCUSSED UNDER THE CAPTION "TAX 
OPINION" BELOW.  ACCORDINGLY, PROSPECTIVE INVESTORS ARE URGED TO CONSULT 
THEIR TAX ADVISORS WITH SPECIFIC REFERENCE TO THEIR TAX SITUATION.

NO LEGAL OPINION AS TO CERTAIN MATERIAL TAX ASPECTS

No legal opinion will be requested by the Partnership in regard any State 
income tax issue.  In addition, tax counsel to the Partnership can not opine 
upon any Federal income tax issue which involves a determination by the IRS 
of the facts related to the operation of the Partnership or as to any other 
matter which may be subject to Internal Revenue Service interpretation or 
adjustment upon audit.  For example, commodity trading adviser fees are 
aggregated with employee business expenses and other expenses of producing 
income and the aggregate of such expenses is deductible only to the extent 
such amount exceeds 2% of the taxpayer's adjusted gross income.  The Federal 
income tax deductibility of these expenses depends upon factual 
determinations related to the operation of the Partnership by the General 
Partner.  See "Federal Income Tax Aspects".

                                        50
<PAGE>

PARTNERSHIP TAX STATUS AND NET WORTH OF THE GENERAL PARTNER

If the Partnership were treated as an association or publicly traded 
partnership, taxable as a corporation, in any taxable year, the Partnership 
would pay taxes at the corporate rates upon its income and gains, items of 
deduction and losses would be deductible only by the Partnership and not by 
the Partners, tax credits would be available only to the Partnership and not 
to the Partners, and all or a part of the distributions to the Partners could 
be taxable as dividend income to the Partners and would not be deductible by 
the Partnership in computing its taxable income.  This would substantially 
increase the total amount of taxes the Partnership and it Partners would pay 
each year.

The Code, at Section 7701, provides the characteristics of a corporation 
which should not be present if a partnership is to be taxed as a partnership.  
Among those characteristics is a test for net capital to be met when the 
partnership has a sole corporate general partner, such as this Partnership.  
Among those requirements are that the General Partner, as such, will maintain 
a capital contribution in the Partnership in an amount not less than the 
greater of (i) $25,000 or (ii) one percent (1%) of the aggregate Capital 
Contributions from time to time, of all Limited Partners (measured at the 
time of each respective investment) and sufficient net worth to enable the 
creditors of the Partnership to have a viable entity to hold responsible for 
Partnership debts.  The Partnership must meet the tests provided in Code 
Section 7701 to maintain its partnership taxation status.  Accordingly, the 
General Partner intends to use its best efforts to satisfy the requirements.  
The amount of Net Worth the IRS has deemed sufficient to provide a "safe 
harbor" to meet the net worth test, is a Net Worth equal to (15%) of the 
first $2,500,000 or $250,000, whichever is less, and (10%) of all above 
$2,500,000 exclusive of the amount invested by the General Partner in this 
Partnership or any other partnership.  There can be no assurance, however, 
that the General Partner can fulfill or maintain its Net Worth in conformity 
with these requirements.

Historically, the right of redemption, similar to the right available to 
Partners in the Partnership, renders a pool, such as the Partnership, a 
publicly traded partnership, taxed as a corporation.  However, the Revenue 
Act of 1987 (the "1987 Act") Act provides an exception.  The exception 
requires ninety percent (90%) or more of the partnership's gross income to be 
qualifying income.  Qualifying income includes interest, dividends, and 
income from futures, options or forward contracts on commodities, if the 
buying and selling of commodities is a principal activity of the partnership.  
The General Partner intends to limit the sources of income so that the 
exception will apply to the Partnership.  In addition, the General Partner 
has placed certain restrictions upon the right of redemption.  See Exhibit A, 
"Right of Redemption".

NO IRS RULING

THE PARTNERSHIP HAS NOT APPLIED FOR A RULING FROM THE INTERNAL REVENUE 
SERVICE (THE "IRS") REGARDING ITS STATUS AS A PARTNERSHIP OR WITH REGARD TO 
ANY OTHER TAX ASPECT, NOR DOES THE PARTNERSHIP INTEND TO SEEK A RULING.  IN 
THE ABSENCE OF A RULING, THERE CAN BE NO ASSURANCE THAT THE IRS WILL NOT 
ATTEMPT TO TAKE A POSITION ADVERSE TO THE PARTNERSHIP.

TAX OPINION

The Partnership has obtained an opinion, which is not binding upon the IRS or 
the Courts, from The Scott Law Firm, P.A., that the Partnership will be 
taxable as a partnership and not as a corporation.  Such opinion is based on 
the Code as of December 31, 1997, a review of the Limited Partnership 
Agreement, and is conditioned upon the following representations of facts by 
the General Partner: (a) at all times, the Partnership will be operated in 
accordance with the Delaware Uniform Limited Partnership Act and the Limited 
Partnership Agreement attached hereto as Exhibit A;  (b) the General Partner 
will, at all times maintain not less than a one percent (1%) interest in the 
income, losses, gains, deductions and credits of the Partnership; (c) the 
aggregate deductions to be claimed by the Partners as their distributive 
shares of the Partnership net losses for the first two years of operation of 
the Partnership will not exceed the amount of equity capital invested in the 
Partnership; (d) no creditor who makes a loan to the Partnership, including 
margin accounts, will have or acquire, as a result of making the loan, any 
direct or indirect interest in the capital, profits or property of the 
Partnership, other than as a secured creditor; (e) the General Partner will 
at all times actively direct the affairs of the Partnership; (f) the General 
Partner will at all times possess substantial assets (exclusive of its 
interest in the Partnership or any other limited partnership) which can be 
reached by the general creditors of the Partnership within the meaning of 
Treasury Regulation Section 301.7701 2(d)(2) or the General Partner otherwise 
complies with the tax code general partner requirements imposed upon sole 
corporate general partners of limited partnerships; (g) interests in the 
Partnership will be transferable only upon approval of the General Partner 
and not, otherwise, be (1) traded on an established securities market, or (2) 
readily tradable on a secondary market (or the substantial equivalent 
thereof); (h) the Partnership will not be registered 

                                        51
<PAGE>

under the Investment Advisor's Act of 1940; and, (i) over ninety percent of 
the income earned by the Partnership will be Qualifying Income as that term 
is defined in the 1987 Act.  

The Law Firm is not able to opine upon the tax treatment of certain expenses 
as the determination depends upon questions of fact to be resolved by the 
General Partner on behalf of the Partnership.  In addition, commodity trading 
adviser fees are aggregated with employee business expenses and other 
expenses of producing income and the aggregate of such expenses is deductible 
only to the extent such amount exceeds 2% of the taxpayer's adjusted gross 
income.  It is the General Partner's position that the Partnership's intended 
operations will qualify as a trade or business.  If this position is 
sustained, the brokerage commissions and performance fees will be deductible 
as ordinary and necessary business expenses.  Syndication costs to organize 
the Partnership and Offering Expenses will not be deductible or amortizable 
by the Partnership or its Partners.

Any change in these representations or the operative facts will prevent 
reliance by the Partnership and the Partners upon the legal opinion from The 
Scott Law Firm, P.A.

PASSIVE LOSS AND UNRELATED BUSINESS INCOME TAXES RULES

In addition to the imposition of a corporate level tax on publicly traded 
partnerships, special rules apply to partnerships in regard to the 
application of the passive loss and unrelated business income tax rules.  In 
Notice 88-75 issued on June 17, 1988 (the "Notice"), the IRS provided 
guidance as to the operation of the Partnership.  The General Partner intends 
to cause the Partnership to comply with the applicable provisions of these 
guidelines.  In the event the Expenses of the Partnership were deemed not to 
qualify as deductions from trading profits, if any, the total taxes paid by 
the Partners would increase while the distributions to them would remain the 
same. 

BASIS LOSS LIMITATION

Generally, the "basis" of a Partner's interest in the Partnership for tax 
purposes is equal to the cost decreased, but not below zero, by the Partner's 
share of any Partnership losses and distributions and increased by the 
Partner's share of any Partnership income.  A Partner may not deduct losses 
in excess of the adjusted basis for the interest in the Partnership at the 
end of the partnership year in which such losses occurred, but may carry 
forward any excess to such time, if ever, as the basis for the interest in 
the Partnership is sufficient to absorb the loss.  Upon the sale or 
liquidation of a Partner's interest in the Partnership, the Partner will 
recognize a gain or loss for Federal income tax purposes equal to the 
difference between the amount realized by such Partner in the transaction and 
the basis for such Partner's interest in the Partnership at the time of such 
sale.  For individuals, capital losses would offset capital gains on a dollar 
for dollar basis, with any excess capital losses subject to a $3,000 annual 
limitation.  Accordingly, it is possible for the Partners to sustain a loss 
from the operation of the Partnership which will be not allowed as a 
deduction for tax purposes or limited to a $3,000 annual limitation.

AT-RISK LIMITATION

The election by a Partner to borrow the money to invest in the Partnership 
carries with it certain at risk limitations.  Section 465 of the Code 
provides that the amount of any loss allowable for any year to be included in 
a Limited Partner's personal tax return is limited to the amount paid for the 
Units (tax basis) of the amount "at risk".  Losses already claimed may be 
subject to recapture if the amount "at risk" is reduced as a result of cash 
distributions from the activity, deduction of losses from the activity, 
changes in the status of indebtedness from recourse to non-recourse, the 
commencement of a guarantee, or other events that affect the taxpayer's risk 
of loss. Partners should consider the "at-risk" provisions in arranging debt 
financing for purchase of an interest in the Partnership.

INCOME AND LOSSES FROM PASSIVE ACTIVITIES

Code Section 469 limits the deductibility of losses from business activities 
in which the taxpayer (limited to individuals, certain estates and trusts, 
personal service corporations or closely-held corporations) does not 
materially participate ("Passive Losses").  Under temporary Treasury 
Regulations, the trading of personal property, such as futures contracts, 
will not be treated as a passive activity and Partnership gains allocable to 
Limited Partners will not be available to offset passive losses from sources 
outside the Partnership and Partnership losses will not be subject to 
limitation under the Passive Loss Rules. 

                                        52
<PAGE>

ALLOCATION OF PROFITS AND LOSSES

The allocation of profits, losses, deductions and credits contained in the 
Limited Partnership Agreement will be recognized for tax purposes only if the 
allocations have substantial economic effect.  While the General Partner 
believes that the Limited Partnership Agreement either meets the requirements 
or satisfies a substitute "capital account equivalency" test, the Limited 
Partnership Agreement does not meet a third requirement, that a Partner must 
make a contribution to the Partnership equal to any deficit in the Capital 
account.  Accordingly, under the regulations and the Limited Partnership 
Agreement, losses would not be allocable to a Partner in excess of the 
Partner's capital contribution plus properly allocated profits less any prior 
distributions.  The General Partner intends to allocate income and losses in 
accordance with the Partnership Agreement which it believes complies with 
applicable Code Section 704.  However, no assurances can be given that the 
IRS will not attempt to change any allocation that is made among Partners 
admitted on different dates which could adversely effect the amount of 
taxable income to one Partner as opposed to another Partner.

TAXATION OF FUTURES AND FORWARD TRANSACTIONS

The CTAs selected by the Partnership are expected to trade primarily in 
Section 1256 Contracts as defined in the Code.  All Section 1256 contracts 
will be marked-to-market upon the closing of every contract (including 
closing by taking an offsetting position or by making or taking delivery, by 
exercise or being exercised, by assignment or being assigned; or by lapse or 
otherwise) and all open Section 1256 contracts held by the Partnership at its 
fiscal year-end will be treated as sold for their fair market value on the 
last business day of such taxable year.  This will result in all unrealized 
gains and losses being recognized for Federal income tax purposes for the 
taxable year.  As a consequence, the Partners may have tax liability relating 
to unrealized Partnership profits in open positions at year-end.  Sixty 
percent (60%) of any gain or loss from a Section 1256 contract will be 
treated as long-term, and forty percent (40%) as short-term, capital gain or 
loss (the "60/40 Rule"), regardless of the actual holding period of the 
individual contracts.  The character of a Partner's distributive share of 
profits or losses of the Partnership from Section 1256 contracts will thus be 
60% long-term capital gain or loss and 40% short-term capital gain or loss.  
Each partner's distributive share of such gain or loss for a taxable year 
will be combined with its other items of capital gain or loss for such year 
in computing its Federal income tax liability.  The Code contains certain 
rules designed to eliminate the tax benefits flowing to high-income taxpayers 
from the graduated tax rate schedule and from the personal and dependency 
exemptions.  The effect of these rules is to tax a portion of a high-income 
taxpayer's income at a marginal tax rate of 39.6%.  However, long-term 
capital gains are now subject to a maximum tax rate of 28%.  Subject to 
certain limitations, a Limited Partner, other than a corporation, estate or 
trust, may elect to carry-back any net Section 1256 contract losses to each 
of the three preceding years.  The marked-to-market rules do not apply to 
interests in personal property of a nature which are actively traded other 
than Section 1256 contracts (termed "off-exchange positions").

SECTION 988 FOREIGN CURRENCY TRANSACTIONS

A "Section 988 transaction" is defined as the entering or acquiring of any 
forward contract, futures contract, option or similar financial instrument if 
the amount to be received or to be paid by reason of a transaction is 
denominated in a nonfunctional currency (i.e., other than the dollar) or is 
determined by reference to one or more nonfunctional currencies.  If the 
Section 988 transaction results in a gain or loss, it is considered to be a 
foreign currency gain or loss to the extent it does not exceed gain or loss 
realized by reason of changes in exchange rates. 

CAPITAL GAIN AND LOSS PROVISIONS 

If long-term capital gains exceed short-term capital losses, the net capital 
gain will be taxed at the same rates as ordinary income.  Subject to an 
annual limitation of $3,000, the excess of capital losses over capital gains 
will be deductible by an individual against ordinary income.  Excess capital 
losses which are not used to reduce ordinary income in a particular taxable 
year may be carried forward to, and treated as capital losses incurred in, 
future years.

BUSINESS FOR PROFIT

Code Section 183 sets forth the general rule that no deduction is allowable 
to an individual for an activity "not engaged in for profit".  These are 
activities other than those constituting a trade or business or engaged in 
for the production or collection of income or for the management, 
conservation, or maintenance of property held for the production of income.  
The determination of whether an activity is engaged in for profit is based on 
all facts and circumstances, and no single factor is determinative.  The 
General Partner believes that the employment by the Partnership of 
independent CTAs with 

                                        53
<PAGE>

strong track records of production of profits, it is more likely than not, 
that the activity of the Partnership will be considered an activity engaged 
for profit.

SELF-EMPLOYMENT INCOME AND TAX

Section 1402 of the Code provides that an individual's net earnings from 
self-employment shall not include the distributive share of income or loss 
from any trade or business carried on by a partnership of which he is a 
Limited Partner.  Therefore, a Limited Partner should not consider that the 
ordinary income from the Partnership constitutes net earnings from self-
employment for purposes of either the Social Security Act or the Code.

INDIVIDUAL ALTERNATIVE MINIMUM TAX

Non-corporate taxpayers are subject to the alternative minimum tax to the 
extent it exceeds their regular tax.  For an entity taxable as an estate or 
trust, the first $22,500 of "alternative minimum taxable income" is exempt 
from the alternative minimum tax, while for an individual it is the first 
$33,750 of such income ($45,000 for a joint return; $22,500 for married 
taxpayers filing separately).  The exemption amounts will be phased out at 
the rate of $.25 for each dollar of alternative minimum taxable income in 
excess of $150,000 for married taxpayers filing jointly, $112,500 for single 
taxpayers, and $75,000 for married taxpayers filing separately, estates and 
trusts.  Alternative minimum taxable income in excess of the exemption 
amount, after any applicable phase-out, will be subject to a two-tiered rate 
schedule.  Alternative minimum taxable income (net of exemption) up to and 
including $175,000 will be taxed at a rate of 26% and alternative minimum 
taxable income over $175,000 will be taxed at a 28% rate.  Taxpayers liable 
for the alternative minimum tax are required to make estimated tax payments.

INTEREST RELATED TO TAX EXEMPT OBLIGATIONS

Section 265(a)(2) of the Code will disallow any deduction for interest on 
indebtedness of a taxpayer incurred or continued to purchase or carry 
obligations the interest on which is wholly exempt from tax.  The IRS 
announced in Revenue Procedure 72-18 that the proscribed purpose will be 
deemed to exist with respect to indebtedness incurred to finance a "portfolio 
investment".  The Revenue Procedure further states that a limited partnership 
interest will be regarded as a "portfolio investment", unless rebutted by 
other evidence.  Therefore, in the case of a Limited Partner owning tax-
exempt obligations, the IRS might take the position that any interest expense 
incurred by him to purchase or carry Units should be viewed as incurred by 
him to continue carrying tax exempt obligations and that such Limited Partner 
should not be allowed to deduct all or a portion of the interest on any such 
loans.

NOT A TAX SHELTER 

In the opinion of tax counsel, the Partnership does not constitute a tax 
shelter, as defined in Code Section 6111(c), since the General Partner 
intends to operate the Partnership so that the tax shelter ratio will not 
exceed two-to-one at the close of any of the first five years.  Accordingly, 
the General Partner does not plan to register the Partnership as a tax 
shelter with the IRS.

TAXATION OF FOREIGN PARTNERS

An investment in the Partnership should not, by itself, cause a Foreign 
Partner to be engaged in a trade or business within the United States.  A 
foreign person is subject to a 30% withholding tax (unless reduced or 
exempted by treaty) on certain types of United States source income which is 
not effectively connected with the conduct of a United States trade or 
business.  This tax must be withheld by the person having control over the 
payment of such income.  Accordingly, the Partnership may be required to 
withhold tax on items of such income which are included in the distributive 
share (whether or not actually distributed) of a Foreign Partner.  If the 
Partnership is required to withhold tax on such income of a Foreign Partner, 
the General Partner may pay such tax out of its own funds and then be 
reimbursed out of the proceeds of any distribution to or redemption of Units 
by the Foreign Partner. 

PARTNERSHIP ENTITY-AUDIT PROVISIONS-PENALTIES 

The Code provides that the tax treatment of items of partnership income, 
gain, loss, deduction and credit will be determined at the partnership level 
in a single partnership proceeding.  The Partnership Agreement has appointed 
the General Partner the "Tax Matters Partner" to settle any issue involving 
any partner with less than a one percent (1%) profits interest unless such a 
partner, upon notice, properly elects not to give such authority to the Tax 
Matters Partner.  The Tax Matters Partner may seek judicial review for any 
adjustment to partnership income, but there will be only one such action for 
judicial 

                                        54
<PAGE>

review to which all partners will be bound.  The Code provides that a partner 
must report a partnership item consistently with its treatment on the 
partnership return, unless the partner specifically identifies the 
inconsistency or can show that its treatment of the partnership item on its 
return is consistent with a schedule furnished to the partner by the 
Partnership.  Failure to comply with this requirement may result in penalties 
for underpayment of tax and could result in an extended statute of 
limitations.  The statute of limitations for adjustment of tax with respect 
to partnership items will generally be three years from the date of filing 
the partnership return.

Code Section 6662 imposes a penalty for a substantial understatement of 
income tax equal to 20% of the amount of any underpayment attributable to 
that understatement.  "Understatement" is defined as meaning the excess of 
the correct amount of tax required to be shown on the return over the amount 
of tax which is actually shown on the return.  A substantial understatement 
exists for any taxable year if the amount of the "understatement" for the 
taxable year exceeds the greater of (1) 10% of the correct tax, or (2) $5,000 
($10,000, in the case of a corporation other than an S corporation or a 
personal holding company).

EMPLOYEE BENEFIT, RETIREMENT PLANS AND IRA'S

In considering an investment in the Partnership, a fiduciary of an employee 
benefit plan covered by the Employee Retirement Income Security Act of 1974 
("ERISA") (such as, for example, a qualified pension, profit-sharing or stock 
bonus plan, or health and welfare plan), or of an Individual Retirement 
Account ("IRA") (collectively "Qualified Plans"), taking into account the 
facts and circumstances of such Qualified Plan, should consider applicable 
fiduciary standards under ERISA.  The General Partner intends to limit the 
investment in the Partnership by benefit plan investors to less that 25% of 
the total equity invested in the Partnership.  Prospective plan investors 
should consult their own legal and financial advisors regarding these and 
other considerations involved in an investment in the Partnership by a 
particular plan.

ACCORDINGLY, THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR 
HER ATTORNEY AS TO THE PROPRIETY OF SUCH AN INVESTMENT IN LIGHT OF 
CIRCUMSTANCES OF THE PARTICULAR PLAN.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF EMPLOYEE BENEFIT PLANS IS NOT A 
REPRESENTATION BY GENERAL PARTNER OR ANY OTHER PARTY THAT THIS INVESTMENT 
MEETS ALL LEGAL REQUIREMENTS OR IS APPROPRIATE WITH RESPECT TO INVESTMENTS BY 
ANY PARTICULAR PLAN.  THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT 
WITH THE ATTORNEY FOR THE PLAN AS TO THE PROPRIETY OF AN INVESTMENT IN THE 
PARTNERSHIP.  

                      THE LIMITED PARTNERSHIP AGREEMENT

This Prospectus contains an explanation of some of the more significant terms 
of the Limited Partnership Agreement, however, prospective investors are 
urged to read the Agreement in its entirety.  See Exhibit "A".  

FORMATION OF THE PARTNERSHIP

The Certificate of Limited Partnership dated January 12, 1998 was filed on 
January 12, 1998, pursuant to the Delaware Uniform Limited Partnership Act.  
The liability of a Limited Partner for the losses, debts and obligations of 
the Partnership is limited to the Limited Partner's Capital Contribution and 
share of any undistributed assets of the Partnership, so long as the Limited 
Partner complies with Article V of the Limited Partnership Agreement.  The 
Limited Partnership Agreement provides that the death, incompetency, 
withdrawal, insolvency, bankruptcy, termination, liquidation, dissolution or 
other legal incapacity of a Limited Partner will not terminate or dissolve 
the Partnership, and that the legal representatives of such Limited Partner 
have no right to become a substituted Limited Partner solely by reason of 
such capacity or to withdraw the Limited Partner's interest except by 
redemption of Units. 

UNITS

The number of Units held by a Partner will determine the Partner's percentage 
interest in the Net Assets of the Partnership, such percentage interest to be 
equal to an amount calculated by dividing the number of Units held by the 
Partner by the aggregate number of outstanding Units of the Partnership, from 
time to time.

                                        55
<PAGE>

MANAGEMENT OF PARTNERSHIP AFFAIRS 

Responsibility for managing the Partnership is vested solely in the General 
Partner.  The Limited Partners will not take part in the business or affairs 
of the Partnership nor have any voice in the management or operations of the 
Partnership.  Any material change in the Limited Partnership Agreement or the 
Partnership's structure shall, however, require the prior written approval of 
the Limited Partners who collectively hold a majority of the Units of the 
Partnership; provided, however, the General Partner may change trading 
advisors, change the commodity contracts traded by the Partnership, and 
change the diversification of the Partnership's assets among the various 
types of or in the positions held in commodity contracts without a vote or 
other form of permission from the Limited Partners.  The Limited Partners who 
collectively hold a majority of the Units of the Partnership may, to the 
extent permitted by law, without the concurrence of the General Partner, vote 
to (i) amend any term in the Limited Partnership Agreement and, if necessary, 
the Certificate of Limited Partnership including, but not limited to, the 
right to remove the General Partner and elect a new general partner.  The 
General Partner has no authority to engage in the actual selection or 
frequency of trading.  Trading must be done by independent CTAs selected by 
the General Partner.

ADDITIONAL OFFERINGS

The General Partner may from time to time, in its sole discretion, terminate 
any offering of Units, or register additional Units and/or make additional 
public or private offerings of Units.  No Limited Partner shall have any 
preemptive, preferential or other rights with respect to the issuance or sale 
of any additional Units.  There is no limit upon the amount of contributions 
or the maximum number of Units which may be issued, offered, or sold. 

PARTNERSHIP ACCOUNTING, REPORTS, AND DISTRIBUTIONS

Each Partner will have a Capital account, and its initial balance will be the 
amount the Partner paid for the Partner's Units.  The Net Assets of the 
Partnership will be determined monthly, and any increase or decrease from the 
end of the preceding month will be added to or subtracted from the accounts 
of the Partners in the ratio that each account bears to all accounts.  
Distributions from profits or Capital will be made solely at the discretion 
of the General Partner.  On a monthly basis the General Partner will cause to 
be reported to the Partners, the following information: the Net Asset Value 
Per Unit as of the end of the month and as of the end of the previous month, 
and the percentage change in Net Asset Value per Unit between the two months; 
the amount of distributions during the month; the aggregate fixed commission 
in lieu of round-turn brokerage commissions, other fees, administrative 
expenses, and reserves for claims and other extra-ordinary expenses incurred 
or accrued by the Partnership during the month; and, such other information 
as the CFTC may, by regulation, require.  Partners or their duly authorized 
representatives may, after adequate notice, inspect the Partnership books and 
records at any reasonable time, to copy, at their expense said records 
related to the Capital Account of said Partner. 

FEDERAL TAX ALLOCATIONS

At the end of each fiscal year the Partnership's realized capital gain or 
loss and ordinary income or loss will be allocated among the Partners, after 
having given effect to the fees of the General Partner and the Commodity 
Trading Advisors and each Partner's share of such items are includable in the 
Partner's personal income tax return.

TRANSFER OF UNITS ONLY WITH CONSENT OF THE GENERAL PARTNER

A purchaser is admitted to the Partnership and is registered on the records 
of the Partnership as the owner of those Units.  The registered holder is 
entitled to receive all distributions, allocations of losses and withdrawals 
or reductions of Capital contributions with respect to such Units, and to 
vote on any matters submitted to the Limited Partners for voting.  Units are 
transferable only with the written consent of the General Partner, whose 
consent will be withheld if, among other things, the transfer (i) will 
violate any applicable laws or governmental rules or regulations, including 
without limitation, any applicable Federal or state securities laws and the 
limited partnership laws of the State of Delaware; or (ii) will jeopardize 
the status of or cause a termination of the Partnership for Federal income 
tax purposes or affect characterizations or treatment of income or loss. 

TERMINATION OF THE PARTNERSHIP

The Partnership will terminate at 11:59 p.m. twenty-one years from the date 
of the Partnership Agreement; by election of the General Partner, in its sole 
discretion, to terminate and dissolve the Partnership; the dissolution, 
death, resignation, withdrawal, bankruptcy or insolvency of the General 
Partner, unless the Limited Partners unanimously elect to carry on the 
business and a new general partner has been substituted; upon the occurrence 
of an event specified under the laws of the 

                                        56
<PAGE>

State of Delaware as one effecting dissolution; any event which shall make 
unlawful the continued existence of the Partnership; or, upon the unanimous 
vote of the Limited Partners.        

MEETINGS

No regular meetings of the Partnership are required to be held, however, a 
meeting of the Partners for the purpose of acting upon any matter upon which 
the Partners are entitled to vote may be called by the General Partner at any 
time and shall be called by the General Partner, no more than 15 days after 
receipt by the General Partner, either in person or by certified mail, of a 
written request, accompanied by an advance of the costs to send notice of the 
meeting to all Partners, for such a meeting which sets forth the purpose 
thereof, which is signed by one or more of the Partners who collectively own 
10% or more of the then outstanding Units.  

REDEMPTIONS

No Partner may redeem or liquidate any Units until six months after the 
commencement of trading.  Written notice must be received by the General 
Partner no later than 12:00 noon on the tenth calendar day immediately 
preceding the desired effective date of Redemption which must be as of the 
last day of the then current or a future month.  The General Partner intends 
to use its best efforts to make payment of the Redemption request of the 
Partner's pro rata share of the Net Asset Value, as those terms are defined 
in Appendix I, within ten days following the effective date.  However, 
investors should be aware that while the General Partner intends to so honor 
all proper Unit Redemption requests, circumstances existing in the 
Partnership's business at the time of such Redemption request, specifically, 
the lack of sufficient cash or the accrual for contingent claims, may cause 
the General Partner to suspend or delay Redemptions or to only partially 
honor such requests.  A Redemption fee payable to the Partnership of four 
percent (4%) of the value of the Redemption request which is received prior 
to the nineteenth day of the twelfth month after the commencement of trading.  
Thereafter, there will be a reduction in the Redemption fee of one percent 
(1%) for each six (6) months the investment in the Units remained invested in 
the Partnership after the initial six months; i.e., a redemption during the 
next 7 to 12 months will be charged a 3% Redemption fee; 13 to 18 months 2%, 
19 to 24 months 1% and, thereafter, no Redemption fee will be charged.

PLAN OF DISTRIBUTION

The Units are being offered and sold through Futures Investment Company 
("FIC"), 5916 N. 300 West, Fremont, Indiana 46737, an NASD registered broker 
dealer and other broker dealers selected by the General Partner, on a best 
efforts basis.  Ms. Pacult, the sole shareholder, director, and officer of 
the General Partner and her husband, Mr. Michael Pacult, are the sole owners 
of FIC.  They are also associated persons and registered representatives of 
FIC who will earn sales and trailing commissions as a result of the Units 
they sell and service.  A best efforts basis means there is no requirement 
that the General Partner or any broker dealer (sometimes referred to as the 
underwriter) to purchase any unsold Units, and no person or entity, including 
the General Partner and the broker dealer have any obligation, currently or 
are expected at any time in the future, to purchase any unsold Units.  In 
addition, the General Partner may, in its sole discretion, terminate this 
offering of Units at anytime.  There will be a selling commission of six 
percent (6%), subject to waiver at the sole discretion of the General 
Partner, paid to the broker dealers selected, from time to time, to sell 
Units.  FIC, the broker dealer, is an Illinois corporation which was 
incorporated on December 6, 1983.  Its registration as a fully disclosed 
broker dealer with the NASD became effective on July 28, 1997.  The principal 
business functions of the broker dealer are currently the offering and 
trading of securities and commodities as a CFTC registered introducing 
broker.  It is contemplated that the broker dealer will participate in the 
offering of other commodity pools sponsored by the General Partner or other 
persons or entities in competition with the Partnership. 

A minimum of 700 Units (the "Minimum") are currently offered for sale at a 
fixed value of One Thousand Dollars ($1,000) per Unit, which amount was 
arbitrarily established by the General Partner.  The amount was not based on 
expected earnings and does not represent that the Units have or will have a 
market value of or could be resold or redeemed at that price.  When the 
General Partner has received and accepted subscriptions for the Minimum, the 
Partnership will commence trading operations.  The remaining 4,300 Units will 
be offered at a price per Unit equal to the Net Asset Value Per Unit as of 
the close of business on the effective date of such purchase, which will be 
the last business day of the month in which the General Partner accepts a 
duly executed Subscription Agreement and the required applicable Capital 
contribution from the Partner in question.  The General Partner will not 
grant its permission for any subscription documents or payments, once 
accepted, to be withdrawn by a subscriber.  There can be no assurance that 
the Minimum or any additional Units will be sold.  Funds with respect to 
subscriptions received and accepted by the General Partner prior to the sale 
of the Minimum will be deposited and held in a separate escrow account in the 
name of the Partnership at Star 

                                        57
<PAGE>

Financial Bank, 2004 N. Wayne St., Angola, IN 46703 (the "Escrow Agent") 
pending the General Partner's receipt and acceptance of subscriptions for at 
least the Minimum.  The Broker Dealer, the Partnership and the Escrow Agent 
have entered an escrow agreement.  The Escrow Agent shall receive a fee for 
its services which will be paid by the General Partner without a right of 
reimbursement from the Partnership.  Units purchased by the General Partner, 
its principals or any Affiliate shall not be counted in determining whether 
the Minimum has been subscribed for and sold.  If subscriptions for at least 
the Minimum are not received and accepted by the General Partner prior to the 
close of one year from the effective date of the Prospectus, this offering 
shall terminate and the Escrow Agent is obligated to return all amounts paid 
by each subscriber, together with the original subscription documents, within 
ten days thereafter, without deduction for fees and costs, together with the 
subscriber's pro rata share of interest earned from their deposit to the 
Escrow Account.  

Upon the sale of the Minimum, the escrowed funds (together with the interest 
earned thereon) will be released for use by the Partnership on the first 
business day after which the Minimum contingency has been satisfied and this 
offering shall continue until the earlier of (i) such time as all of the 
Units offered hereby have been sold, or (ii) such time as the offering is 
terminated by the General Partner, in its sole discretion.  No escrow will be 
utilized in regard to the sale of any Units after the sale of the Minimum.  

SUBSCRIPTION PROCEDURE

In order to purchase Units, an investor must complete and execute a 
Suitability Questionnaire and a Subscription Agreement in the form attached 
hereto as Exhibits "C" and "D", and deliver the executed Subscription 
Documents to the Sales Agent and, if prior to the sale of the Minimum, all 
checks shall be made payable to "Star Financial Bank-Escrow Agent for Atlas 
Futures Fund, LP" to be delivered by the Sales Agent to the Escrow Agent 
within 24 hours after receipt for deposit to the Escrow Account.  After the 
sale of the Minimum and the termination of the Escrow Account, all 
Subscription Documents shall be sent by the Sales Agent to the General 
Partner with a check or money order made payable to "Atlas Futures Fund, 
Limited Partnership" for investment in the Fund effective on the next 
admission date.  Under no circumstances are any sales to be made for cash or 
any checks to be made payable to the General Partner or the Selling Agent or 
any of their registered representatives or affiliates.  The minimum 
subscription per investor is $15,000; provided, however, the General Partner 
may reduce this minimum investment to $5,000 and investors may make 
additional investments above $15,000 in $1,000 increments.  All Units 
subscribed for shall be recorded on the books of the Partnership subject to 
the collection of good funds.  Any Units recorded in favor of a Subscriber 
who has not provided collectible funds (whether in the form of a bad check or 
draft, or otherwise) shall be cancelled.  

All subscriptions for Units are irrevocable by subscribers, subject only to 
possible rights under applicable Federal and state securities laws.  The 
General Partner may reject any subscription, in whole or in part, in its sole 
discretion.  Unless higher amounts are otherwise specified in the 
Subscription Agreement for residents of a particular state, an investor must 
have at least either (i) a minimum net worth (determined exclusive of home, 
home furnishings and automobiles) of $150,000, or (ii) a minimum annual gross 
income of $45,000 and a minimum net worth of $45,000 (once again determined 
exclusive of home, home furnishings and automobiles).  In the case of sales 
to fiduciary accounts, the net worth and income standards may be met by the 
beneficiary, the fiduciary account, or by the donor or grantor who directly 
or indirectly supplies the funds to purchase the Units if the donor or 
grantor is the fiduciary. 

                                 LEGAL MATTERS

LITIGATION AND CLAIMS

There have been no material administrative, civil or criminal actions against 
the General Partner (who is the Commodity Pool Operator), the principal of 
the General Partner, Ms. Pacult, the Commodity Trading Advisors, the 
Introducing Broker, and selling broker or any principal or any Affiliate of 
any of them, pending, on appeal, or concluded, threatened or otherwise known 
to them, within the five (5) years preceding the date of this PPM and there 
have been no such actions against the Futures Commission Merchants, except as 
follows:

On June 30, 1993, the Eastern Regional Business Conduct Committee issued and 
concurrently accepted a full and complete settlement of a two-count complaint 
against Vision and Robert Boshnack.  The complaint alleged two NFA rule 
violations:  lack of supervision of Guaranteed IB's and use of deceptive and 
misleading promotional material.  The matter was completely settled without 
Vision admitting or denying any violation, and without any findings of 
violations.  The 

                                        58
<PAGE>

settlement included a monetary penalty of $100,000, undertakings of enhanced 
compliance procedures, and restriction of Mr. Boshnack's activity for a one 
year period.  

On December 31, 1997, the Business Conduct Committee of the NFA issued a two 
count complaint against Vision Limited Partnership.  Count I alleges failure 
to supervise and Count II alleges improper handling of one block order.  
Vision denies the allegations and intends to vigorously defend the matter.

On July 15, 1992, the Chicago Board of Trade ("CBOT") voted to accept an 
offer of settlement by Lind-Waldock concerning alleged violations of CBOT 
Regulations 332.08 and 465.01.  The charges involved Lind-Waldock's alleged 
failure to submit executed orders for clearing and to include an account 
designation on an order.  In settling this matter for a fine of $7,500, Lind-
Waldock neither admitted nor denied violating the CBOT Regulations.

There is currently no litigation pending or on appeal which, if successfully 
pursued by a plaintiff or appellant would have a material effect on the 
ability of either FCM to serve the Fund.

LEGAL OPINION

The Scott Law Firm, P.A., 5121 Sarazen Drive, Hollywood, FL 33021, serves as 
special counsel to the Partnership and the General Partner in regard to the 
offering of Units and the preparation of this Prospectus, the legality of the 
Units offered, and the classification of the Partnership as a partnership for 
tax purposes.  In addition, the Firm will advise the Partnership and its 
General Partner, from time to time, in regard to the maintenance of the tax 
status of the Partnership and the legality of subsequent offers, if any, of 
sale of Units to and transfers by investors.  The General Partner has granted 
the right to The Scott Law Firm, P.A. to employ other law firms to assist in 
specific matters which may now, or in the future, relate to the sale of Units 
or the operation of the Partnership.

The Scott Law Firm, P.A. will not provide legal advice to any potential 
investors or any Partners other than the General Partner, in regard to this 
offering or any other matter.  All parties other than the General Partner 
should seek investment, legal, and tax advice from counsel of their choice.  

                                    EXPERTS

The financial Statements of the Partnership and the General Partner included 
in this Prospectus have been audited by Frank L. Sassetti, & Co., 6611 West 
North Avenue, Oak Park, IL 60302, as indicated in their reports included with 
each such statement.  Such financial statements have been included herein and 
in any filings to the SEC, CFTC, NFA, and selected state administrators, 
relying upon the authority of Frank L. Sassetti, & Co., as experts in 
accounting and auditing, in giving said respective reports.  The books and 
records of the partnership and the General Partner will be audited and the 
Partnership tax returns will be prepared by Frank L. Sassetti, & Co.  The 
accountant who will establish the original books and records for the 
Partnership and handle the journal entries, prepare the monthly and annual 
statements of account and financial statements, and prepare the Partnership 
K-1s, once trading commences, will be Mr. James Hepner, certified public 
accountant, 1824 N. Normandy, Chicago, IL 60635.  The General Partner will 
serve as tax partner for the Partnership.  The General Partner is required by 
CFTC rules and regulations to send monthly, unaudited, and annual statements 
of account and financial statements, audited by an independent certified 
public accountant, for the Partnership to each Partner.  The unaudited 
monthly statements will be sent as soon as practicable after the end of each 
month and the audited annual financial statements will be sent within 90 days 
after the end of each calendar year.

                           ADDITIONAL INFORMATION

The Partnership, by its General Partner, has filed a Registration Statement 
on Form S-1 with the Securities and Exchange Commission with respect to the 
issuance and sale of the limited partnership interests (the "Units") under 
the Securities Act of 1933.  This Prospectus does not contain all of the 
information set forth in the Form S-1 filing and reference is made to said 
Form S-1 and the Exhibits thereto (for example, the Selling Agreement, the 
Escrow Agreement, and the Customer Agreement).  The description contained in 
this Prospectus to the exhibits to the Registration Statement are summaries.  
For further information regarding the Partnership and the Units offered, the 
Prospectus, including the Exhibits and other documents filed and periodic 
reports, may be inspected, without charge, and copied at the public reference 
facilities of the Securities and Exchange Commission at 450 Fifth Street, NW, 
Washington, D.C. 20549 and at its Northeast Regional Office, 7 World Trade 
Center, Suite 1300, New York, New York 10048; and Midwest Regional Office, 
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 
and copies of all or any part of this filing can be obtained by 

                                        59
<PAGE>

mail from the Securities and Exchange Commission, at such offices, upon 
payment of the prescribed rates.  This document and other electronic filings 
made through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) 
system are publicly available through the Commission's Web site 
(http://www.sec.gov).

In addition, the books and records for the Partnership will be maintained for 
six years at 5916 N. 300 West, Fremont, Indiana 46737 with a duplicate set 
maintained at the offices of Mr. James Hepner, Certified Public Accountant, 
at 1824 N. Normandy, Chicago, IL 60635, (773) 804-0074.  Prospective 
investors are invited to review any materials available to the General 
Partner relating to the Partnership; the operations of the Partnership; this 
offering; the commodity experience and trading history of the CTAs; the 
General Partner and the commodity brokers and their respective officers, 
directors and affiliates; the advisory agreements between the Partnership and 
the CTAs; the Customer Agreements between the Partnership and the Commodity 
Brokers for the Partnership; the Disclosure Documents of the CTAs; the forms 
filed with the NFA for any registered entity or person related to the 
Partnership; and any other matters relating to this offering, the operation 
of the Partnership, or the laws applicable to the offering or the 
Partnership.  The officer and staff of the General Partner will answer all 
reasonable inquiries from prospective investors relating thereto.  All such 
materials will be made available at any mutually convenient location at any 
reasonable hour after reasonable prior notice.  The General Partner will 
afford prospective investors the opportunity to obtain any additional 
information necessary to verify the accuracy of any representations or 
information set forth in this Prospectus or any exhibits attached hereto to 
the extent that the Partnership or the General Partner possess such 
information or can acquire it without unreasonable effort or expense.  Such 
review is limited only by the proprietary and confidential nature of the 
trading systems to be utilized by the CTAs and by the confidentiality of 
certain personal information relating to investors.


         [The balance of this page has been intentionally left blank]

                                        60
<PAGE>
******************************************************************************

                        ASHLEY CAPITAL MANAGEMENT, INC.

                                 BALANCE SHEET

                                April 30, 1998
                           (unaudited - estimated)

                                    ASSETS


                                        April 30,
                                           1998

CURRENT ASSETS
  Cash                                  $  4,000
  Due from Atlas Futures Fund (Note 2)    52,000
  Investments (Note 3)                     1,000
                                        --------

                                        $ 57,000


LIABILITIES AND STOCKHOLDER'S EQUITY


LIABILITIES
  Current Liabilities
    Advances from Futures Investment
     Co.  (Note 2)                      $ 5,000
    Advances from stockholder  (Note 2) ________

    Total Current Liabilities            51,000

  Long-Term Debt  (Note 4)              ________


  Stockholder's Equity
    Capital stock (common 1,500 shares
     authorized, no par value; 1,000
     issued and outstanding)              1,000
    Accumulated deficit               _________
    Total Stockholder's Equity            1,000 
                                        $57,000 


                Purchases of units in the partnership will not
                   acquire or otherwise have any interest
                              in this Company.

                 The accompanying notes are an integral part
                        of the financial statements

                                      1
<PAGE>

                        ASHLEY CAPITAL MANAGEMENT, INC.

                   STATEMENT OF INCOME AND RETAINED EARNINGS

                      FOR THE PERIOD ENDED APRIL 30, 1998

                           (unaudited - estimated)


                                     April 30,  
                                        1998
                                    -----------

REVENUES                              $________


EXPENSES (Note 4)
  Registration and dues                        
  Professional accounting, legal and
   audit fees 
  Licenses and fees                    -------- 
    Total Expenses                       

NET INCOME (LOSS)                       (     )

ACCUMULATED DEFICIT
  Beginning of period                   (     )

  End of period                        $(     )


                Purchases of units in the partnership will not
                   acquire or otherwise have any interest
                              in this Company.

                 The accompanying notes are an integral part
                        of the financial statements

                                      2
<PAGE>

                        ASHLEY CAPITAL MANAGEMENT, INC.

                            STATEMENT OF CASH FLOWS

                      FOR THE PERIOD ENDED APRIL 30, 1998

                           (unaudited - estimated)



                                           April 30,
                                             1998   
                                          -----------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                        $ (      )


CASH FLOWS FROM INVESTING ACTIVITIES
  (Increase) in due from Atlas Futures Fund  (      )
  Purchase of investment interest in
   limited partnership                      ________

         Net Cash (Used In)
          Investing Activities               (      )


CASH FLOWS FROM FINANCING ACTIVITIES
  (Decrease) increase in advances
   from stockholder                                 
  Loan proceeds from stockholder            ________

         Net Cash Provided by
          Financing Activities              ________


NET INCREASE (DECREASE) IN CASH            (        )


CASH -
  Beginning of period                        
  End of period                             

                Purchases of units in the partnership will not
                   acquire or otherwise have any interest
                              in this Company.

                 The accompanying notes are an integral part
                        of the financial statements

                                      3
<PAGE>

                        ASHLEY CAPITAL MANAGEMENT, INC.

                         NOTES TO FINANCIAL STATEMENTS

                      FOR THE PERIOD ENDED APRIL 30, 1998

                           (unaudited - estimated)


1.	STATEMENT OF CASH FLOWS

2.	CORPORATE AFFILIATION

The Company's sole shareholder is also a joint owner of Futures Investment 
Company.  In addition, the Company is the general partner of Atlas Futures 
Fund, Limited Partnership.

Also, the Company, in its capacity as general partner, has guaranteed payment 
of the offering expenses and organization costs of Atlas Futures Fund which 
are expected to total $52,000 on the date of the closing. 

3.	INVESTMENTS

In April of 1998, the Company purchased an interest as the general partner in 
Atlas Futures Fund, a limited partnership with an initial investment of $1,000.
As of the balance sheet date, the partnership has not begun operations.

4.	LONG-TERM DEBT

The Company and its sole shareholder entered into a subordinated loan 
agreement dated October 24, 1996, whereby the Company can borrow up to 
$500,000 from the shareholder.  The loan agreement bears interest at the rate
of 12% per annum and is payable on or before February 1, 2019.  The Company
has not borrowed against this commitment.  

                                      4
<PAGE>
******************************************************************************
                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                               BALANCE SHEET

                               April 30, 1998
                          (unaudited - estimated)


                                   ASSETS

                                                                 4-30-98

      Cash      (Note 7)                                       $ 2,000.00
      Offering Expenses    (Note 1)                
      Organization Costs       (Note 1)                        __________ 

            Total Assets                                       $_________


                      LIABILITIES AND PARTNERS' EQUITY
Liabilities:
      Due to General Partner                                   $_________



Partners' Capital :
      Limited Partners - (1 Unit)
            Initial capital contribution                         1,000.00
            Deficit accumulated during development stage        (        )

      General Partner - (1 Unit)
            Initial capital contribution                         1,000.00
            Deficit accumulated during development stage        (________)

            Total Partners' Capital                             _________

            Total Liabilities And Partners' Capital            $_________




     The accompanying notes are an integral part of the financial statements.

                                     1
<PAGE

                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                          STATEMENT OF CASH FLOWS

                               April 30, 1998
                          (unaudited - estimated)

                                  ASSETS
                                                              4-30-98
Cash Flows From Operating Activities:
        Net Loss                                            $(________)

                Net Cash Used in Operating Activities       $(________)

        Cash Flows From Investing Activities:                 ________

                Net Cash Provided by Investing Activities     ________

        Cash Flows From Financing Activities:
                Initial partner contributions                 2,000.00        

                Net Cash Provided by 
                   Financing Activities                       2,000.00        



        Cash:
                Beginning of Period                           ________

                End of Period                                $________




     The accompanying notes are an integral part of the financial statements.

                                     2
<PAGE>

                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                          STATEMENT OF OPERATIONS

                               April 30, 1998
                          (unaudited - estimated)


                                                 4-30-98

        REVENUES                               $__________

                Total Revenues                  __________

        EXPENSES
                Bank charges                    __________

                        Total Expenses          __________

        NET INCOME (LOSS)                      $__________
        NET INCOME (LOSS) -
                Limited partnership unit       $(_________)
                General partnership unit       $(_________)





    The accompanying notes are an integral part of the financial statements.

                                     3
<PAGE>

                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                        STATEMENT OF PARTNERS' EQUITY

                               April 30, 1998
                          (unaudited - estimated)

<TABLE>
<CAPTION>
                                  Amount        Units   Amount       Units   Amount       Units
<S>                               <C>           <C>     <C>          <C>     <C>          <C>
Initial Partner Contrib.          $ 1,000.00    1       $ 1,000.00   1       $ 2,000.00   2

Net loss - 1998                    (________)            (________)           (________)

Balance - 4-30-98                 $ ________            $ ________           $ ________

Value per unit at 4-30-98                                                    $ 1,000        
Total partnership units at 4-30-98                                                        2
</TABLE>




      The accompanying notes are an integral part of the financial statements.

                                     4
<PAGE>

                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)


1.      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

            Atlas Futures Fund, Limited Partnership (the 
Fund) was formed January 12, 1998.  The Fund is engaged in 
speculative trading of futures contracts in commodities.  Ashley 
Capital Management, Inc. is the General Partner and the commodity 
pool operator (CPO) of Atlas Futures Fund, Limited Partnership.  The 
commodity trading advisors (CTAs) are Michael J. Frischmeyer, 
Commoditech, Inc., Rosenbery Capital Management, Inc., J.A.H. 
Research and Trading, and C&M Traders, inc., who have the authority 
to trade so much of the Fund's equity as is allocated to them by the 
General Partner.

      Income Taxes  -  In accordance with the generally accepted method of 
presenting partnership financial statements, the financial 
statements do not include assets and liabilities of the partners, 
including their obligation for income taxes on their distributive 
shares of the net income of the Fund or their rights to refunds on 
its net loss. 

      Offering Expenses and Organizational Costs  -  Offering Expenses are 
to be reimbursed to the General Partner upon the initial closing.  
Organizational costs are capitalized and amortized over sixty months 
on a straight line method starting when operations begin, payable 
from profits or capital subject to a 2% annual capital limitation.

      Registration Costs  -  Costs incurred for the initial registration 
with the Securities and Exchange Commission, National Association of 
Securities Dealers, Inc., Commodity Futures Trading Commission, 
National Futures Association (the "NFA") and the states where the 
offering was made are accumulated, deferred and charged against the 
gross proceeds of offering at the initial closing as part of the 
Offering Expenses.  Recurring registration costs, if any, will be 
charged to expense as incurred.

      Revenue Recognition  -  Commodity futures contracts are recorded on 
the trade date and are reflected in the accompanying Balance Sheet 
at the difference between the original contract amount and the 
market value on the last business day of the reporting period.

            Market value of commodity futures contracts is 
based upon exchange or other applicable market best available 
closing quotations.

                                     5
<PAGE>

                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      Use of Accounting Estimates - The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and disclosure of contingent assets and 
liabilities at the date of the financial statements and reported amounts of 
revenues and expenses during the reporting period.  Actual results could 
differ from these estimates.

      Statement of Cash Flows - For purposes of the Statement of Cash Flows, 
the Fund considers only cash and money market funds to be cash equivalents.


2.      GENERAL PARTNER DUTIES

            The responsibilities of the General Partner, in 
addition to directing the trading and investment activity of the Fund, 
include executing and filing all necessary legal documents, statements and 
certificates of the Fund, retaining independent public accountants to audit 
the Fund, employing attorneys to represent the Fund, reviewing the 
brokerage commission rates to determine reasonableness, maintaining the tax 
status of the Fund as a limited partnership, maintaining a current list of 
the names, addresses and numbers of units owned by each Limited Partner and 
taking such other actions as deemed necessary or desirable to manage the 
business of the Partnership.


3.      THE LIMITED PARTNERSHIP AGREEMENT

            The Limited Partnership Agreement provides, among other 
things, that -

      Capital Account - A capital account shall be established for each 
partner. The initial balance of each partner's capital account shall be the 
amount of the initial contributions to the partnership.

                                     6
<PAGE>

                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)


3.      THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

      Monthly Allocations - Any increase or decrease in the Partnership's net 
asset value as of the end of a month shall be credited or charged to the 
capital account of each Partner in the ratio that the balance of each 
account bears to the total balance of all accounts.

            Any distribution from profits or partners' capital will 
be made solely at the discretion of the General Partner.

      Allocation of Profit and Loss for Federal Income Tax Purposes - As of the 
end of each fiscal year, the Partnership's realized capital gain or loss 
and ordinary income or loss shall be allocated among the Partners, after 
having given effect to the fees of the General partner and the Commodity 
Trading Advisors and each Partner's share of such items are includable in 
the Partner's personal income tax return.

      Redemption - No partner may redeem or liquidate any Units until after the 
lapse of six months from the date of the investment.   Thereafter, a 
Limited Partner may withdraw, subject to certain restrictions, any part or 
all of his Units from the Partnership at the Net Asset Value per Unit on 
the last day of any month on ten days prior written request to the General 
Partner.  A redemption fee payable to the Partnership of a percentage of 
the value of the redemption request is charged during the first 24 months 
of investment pursuant to the following schedule:

           *      4% if such request is received  ten days prior to the last 
trading day of the month in which the redemption is to be  
effective the sixth month after the date of the investment in 
the Fund.  

           *      3% if such request is received during the next seven to 
twelve months after the investment.  

           *      2% if such request is received during the next thirteen to 
eighteen months.

           *      1% if such request is received during the next nineteen to 
twenty-four months.

           *      0%,  thereafter.

                                     7
<PAGE>

                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)

4.      FEES

                        The Fund will be charged the following fees on a 
monthly basis as of the commencement of trading.

           *      A management fee of 3% (annual rate) of the Fund's net assets
allocated to the CTAs to trade will be paid to the CTAs and 3% 
of equity to the Fund's General Partner.

           *      An incentive fee of 15% of "new trading profits" will be paid
to the CTAs.  "New trading profits" includes all income earned 
by a CTA and expense allocated to his activity.  In the event 
that trading produces a loss, no incentive fees will be paid 
and all losses will be carried over to the following months 
until profits from trading exceed the loss.

           *      The Fund will pay fixed commissions of 9% (annual rate) of 
assets assigned to be traded, payable monthly, to the 
Introducing Broker affiliated with the General Partner.  The 
Affiliated Introducing Broker will pay the costs to clear the 
trades to the futures commission merchant and all PIT 
Brokerage costs which shall include the NFA and exchange fees.


5.      REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS

                        The Fund is investing in certain foreign currency 
futures contracts.  The difference in the exchange rates from the trade 
date to the end of the fiscal year is being recorded as a realized gain or 
loss on exchange rate fluctuation.  The valuations are at published or best 
available contract market prices as of the close on the last trading day of 
the period.


6.      PLEDGED ASSETS

                        The U. S. Treasury Obligations and cash in trading 
accounts are pledged as collateral for commodities trading on margin.

                                     8
<PAGE>

                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)


7.      CONCENTRATIONS OF CREDIT RISK

                        The Fund maintains a substantial  portion of its cash 
balances with Vision Limited Partnership, the futures commission merchant, 
where the commodity trading advisor places trades pursuant to the terms of 
the account documents and the power of attorney granted to the commodity 
trading advisor.  These balances may, at times, exceed federally insured 
credit limits and also be subject to unilateral retention by the futures 
commission merchant in the event of a dispute.


8.      OFF BALANCE SHEET RISK

                        As discussed in Note 1, the Fund is engaged in the 
speculative trading of futures and option contracts on commodities.  The 
carrying amounts of the Fund's financial instruments and commodity 
contracts generally approximate their fair values at the end of the 
reporting period.  The Fund computes the gross contract values on open 
commodity contracts as of December 31 of each year for inclusion in the 
annual audited reports.

                        Although the gross contract values of open commodity 
contracts represent market risk, they do not represent exposure to credit 
risk, which is limited to the current cost of replacing those contracts in 
a gain position.  The Fund also computes unrealized gain on open commodity 
future contracts as of December 31 each year.

                                     9
<PAGE>
******************************************************************************

                                   APPENDIX I
                       COMMODITY TERMS AND DEFINITIONS

Identification of the parties and knowledge of various terms and concepts 
relating to trading in futures and forward contracts and this offering are 
necessary for a potential investor to identify the risks of investment in the 
Fund.

"1256 Contract".  See "Taxation - Section 1256 Contract".

"Additional Sellers".  See definition of "Selling Agent".

"Affiliated IB".  The IB is Affiliated with the principal of the General 
Partner.  The IB has no affiliation with the Partnership.  Also see 
definition of "IB".


"Associated Persons".  The persons registered pursuant to the Commodity 
Exchange Act with the FCM, the Selling Agent, Additional Sellers, or the IB 
who are eligible to service the Partnership, the Partners and to receive 
Trailing Commissions.

"Average Price System".  The method approved by the CFTC to permit the CTA to 
place positions sold or purchased in a block to the numerous accounts managed 
by the CTA.  See "The Commodity Trading Advisors" in the main body of the 
Prospectus.  

"Best Efforts".  The term to describe that the party is liable only in the 
event they intentionally fail or are grossly negligent in the performance of 
the task described.

"Capital" means cash invested in the Partnership by any Partner and placed at 
risk for the business of the Partnership.

"CFTC".  Commodity Futures Trading Commission, 2033 K Street, Washington, 
D.C., 20581.  An independent regulatory commission of the United States 
government empowered to regulate commodity futures transactions under the 
Commodity Exchange Act.

"Commodity".  Goods, wares, merchandise, produce, currencies, and stock 
indices and in general everything that is bought and sold in commerce.  
Traded commodities on U. S. Exchanges are sold according to uniform 
established grade standards, in convenient predetermined lots and quantities 
such as bushels, pounds or bales, are fungible and, with a few exceptions, 
are storable over periods of time.

"Commodity Broker".  See definitions of "Futures Commission Merchant" and 
"IB".

"Commodity Exchange Act".  The statute providing the regulatory scheme for 
trading in commodity futures and options contracts in the United States under 
the administration of the Commodity Futures Trading Commission which will 
provide the opportunity for reparations and other redress for claims.  

"Commodity Pool Operator" or "CPO".  Ashley Capital Management, Inc., c/o 
Corporate Systems, Inc., 101 N. Fairfield Dr., Dover, DE 19901.  A person 
that raises capital through the sale of interests in an investment trust, 
partnership, corporation, syndicate or similar form of enterprise, and uses 
that capital to invest either entirely or partially in futures contracts.

"Commodity Trading Advisors" or "CTAs".  Michael Frischmeyer, 1422 Central 
Avenue, Fort Dodge, IA. 50501; Commoditech, Inc., 4299 Rock Island Road, 
Arnold, MO 63010; Rosenbery Capital Management, Inc., 5445 N. Sheridan Rd., 
Suite 2706, Chicago, IL 60640; J.A.H. Research and Trading, 10561 Ridgewood 
Drive, Palos Park, Illinois 60464; and, C&M Traders, Inc., 1001 Yamato Road, 
Suite 307, Boca Raton, Florida 33487.  A person or entity which renders 
advice about commodities or about the trading of commodities, as part of a 
regular business, for profit.  Particularly, those who will be responsible 
for the analysis and placement of trades for the Partnership.

"Daily Price Limit".  The maximum permitted movement in a single direction 
(imposed by an exchange and approved- by the CFTC) in the price of a 
commodity futures contract for a given commodity that can occur on a 
commodity exchange on a given day in relation to the previous day's 
settlement price, which is subject to change, from time to time, by the 
exchange (with CFTC approval).


                                        1
<PAGE>
 
"Escrow Agent" and "Escrow Account".  Star Financial Bank, 2004 N. Wayne St., 
Angola, IN 46703 which was selected by the General Partner and the account 
which will hold all the subscription documents and proceeds until such time 
as either the Minimum is sold or the offering is terminated prior to the sale 
of such Minimum.

"Exchange for Physicals" ("EFP").  EFP is a practice whereby positions in 
certain futures contracts may be initiated or liquidated by first executing 
the transaction in the appropriate cash market and then arbitraging the 
position into the futures market (simultaneously buying the cash position and 
selling the futures position, or vice versa).

"Form K-1".  The section of the Federal Income Tax Return filed by the 
Partnership which identifies the amount of investment in the Partnership, the 
gains and losses for the tax year, and the amount of such gains and losses 
reportable by a Partner on the Partner's tax return.

"Fully-Committed Position".  Each commodity trading advisor has an objective 
percentage of equity to be placed at risk.  In addition, the CFTC places 
limits upon the number of positions a single commodity trading advisor may 
have in certain commodities.  When either the objective percentage of equity 
is placed at risk or the commodity trading advisor reaches the limit in 
number of positions, the account or accounts have a fully-committed position.

"Futures Commission Merchant" or "FCM".  The Vision Limited Partnership, One 
Whitehall Street, 15th floor, New York, New York, 10004.  The person that 
solicits or accepts orders for the purchase or sale of any commodity for 
future delivery subject to the rules of any contract market and in connection 
with such solicitation or acceptance of orders, accepts money or other assets 
to margin, guarantee, or secure any trades or contracts that result from such 
orders for a commission.  The IB will be responsible for the negotiation and 
payment of the commission to the FCM. 

"Futures Contract".  A contract providing for (i) the delivery or receipt at 
a future date of a specified amount and grade of a traded Commodity at a 
specified price and delivery point, or (ii) cash settlement of the change in 
the value of the contract.  The terms of these contracts are standardized for 
each Commodity traded on each exchange and vary only with respect to price 
and delivery months.  A futures contract should be distinguished from the 
actual physical commodity, which is termed a "cash commodity".  Trading in 
futures contracts involves trading in contracts for future delivery of 
Commodities and not the buying and selling of particular physical lots of 
Commodities.  A contract to buy or sell may be satisfied either by making or 
taking delivery of the commodity and payment or acceptance of the entire 
purchase price therefor, or by offsetting the contractual obligation with a 
countervailing contract on the same exchange prior to delivery.

"Futures Investment Company".  The selling agent (the "Selling Agent") and 
introducing broker (the "IB"), 5916 N. 300 West, Fremont, IN 46737 which will 
introduce the trades to the FCM for a fixed commission of 9% of equity on 
deposit at the FCM allocated by the General Partner to trade.  The principal 
of the General Partner, Ms. Shira Del Pacult is also one of the principals of 
the IB, with her husband. 

"General Partner".  Ashley Capital Management, Inc., c/o Corporate Systems, 
Inc., 101 N. Fairfield Dr., Dover, DE 19901.  The manager of the Fund.

"Gross Profits".  The income or loss from all sources, including interest 
income and profit and loss from non-trading activities, if any.

"Initial Closing".  When the Minimum offering amount has been raised and 
Escrow funds are released to the Partnership for commencement of trading.

"IB" or "Introducing Broker".  The introducing broker, Futures Investment 
Company, 5916 N. 300 West, Fremont, IN 46737, which will introduce the trades 
to the FCM for a fixed commission of 9% of equity on deposit at the FCM 
allocated by the General Partner to trade.  The principal of the General 
Partner, Ms. Shira Del Pacult is also one of the principals of the IB, with 
her husband. 

"Introduction of Trades".  The term used to describe the function performed 
by the broker which handles the relationship between the Partnership and the 
Futures Commission Merchant.  See the definition of IB.

"Limited Partner".  Persons admitted without management authority pursuant to 
the Partnership Agreement. 


                                        2
<PAGE>
 
"Margin".  A good faith deposit with a broker to assure fulfillment of the 
terms of a Futures Contract.

"Margin call".  A demand for additional monies to hold positions taken to 
maintain a customer's account in compliance with the requirements of a 
particular commodity exchange or of an FCM.  

"Minimum-Maximum Offering".  The amount required to be invested before 
trading will commence, $700,000 and the amount which will terminate this 
offering, $5,000,000.

"NASD".  National Association of Security Dealers, Inc., the self regulatory 
organization responsible for the legal and fair operation of broker dealers 
such as the Selling Agent.

"Net Assets".  The total assets of the Partnership including all cash, plus 
Treasury Bills and other similar securities at market, unamortized portion of 
organization costs, accrued interest, and the market value of all open 
commodity positions maintained by the Partnership, less the fixed rate in 
lieu of the brokerage commission, less all other liabilities of the 
Partnership, determined in accordance with generally accepted accounting 
principles. 

"Net Asset Value Per Unit".  The Net Assets of the Partnership divided by the 
number of Units outstanding.

"Net Gains".  The net profit from all sources.

"New Net Profit".  The profit in excess of the highest prior level of equity, 
before charges and fees, earned by a commodity trading advisor.  See 
"Description of Charges" and the "Limited Partnership Agreement".  

"Net Worth".  The excess of total assets over total liabilities as determined 
by generally accepted accounting principles.  Net Worth for a prospective 
investor shall be exclusive of home, home furnishings and automobiles.

"Offering Expenses".  The Partnership will reimburse the General Partner for 
offering expenses, estimated to be $47,000, from the gross proceeds of the 
offering at the time of the break of Escrow for the Initial Closing.  For 
purposes of limitation, the total Expenses, including the 6% sales 
commissions, can not exceed 15% of Capital raised pursuant to the Offering.  
Specifically, these expenses include SEC Registration Fee $1,724, NASD Filing 
Fee $1,000, Legal Fees $33,700, Accounting $1,500, Blue Sky Expenses $3,000, 
Printing $3,000, Miscellaneous $2,076 and Escrow Fees $1,000.  Additionally, 
there are $5,000 in Organizational Expenses which will be paid to the General 
Partner, amortized on a straight line method over 60 months.

"Organizational Expenses".  The General Partner will be reimbursed for 
certain Organizational Expense in the amount of $5,000, to be amortized on a 
straight line method over the first 60 months of Partnership operation.  
Specifically, these include $500 in accounting fees, and $4500 in legal fees.

"Option Contract".  An option contract gives the purchaser the right (as 
opposed to the obligation) to acquire (call) or sell (put) a given quantity 
of a commodity or a futures contract for a specified period of time at a 
specified price to the seller of the option contract.  The seller has 
unlimited risk of loss while the loss to a buyer of an option is limited to 
the amount paid ("premium") for the option.

"Partners".  The General Partner, all other general partners, and all Limited 
Partners in the Partnership.

"Partnership" or ``Limited Partnership" or "Commodity Pool" or "Pool" or 
"Fund".  The Atlas Futures Fund Limited Partnership, evidenced by Exhibit A 
to this Prospectus, 5916 N. 300 West, Fremont, IN (219) 833-1306.

"Position Limits".  The CFTC has established maximum positions which can be 
taken in some, but not in all commodity markets, to prevent the corner or 
control of the price or supply of those commodities.  These maximum number of 
positions are called Position Limits.

"Principal".  Ms. Shira Del Pacult, the principal of the General Partner (who 
is also a principal of the IB).

"Round-turn Trade".  The initial purchase or sale of a futures or forward 
contract and the subsequent offsetting sale or purchase of such contract.

                                        3
<PAGE>

"Redemption".  The right of a Partner to tender the Units to the Partnership 
for surrender at the Net Unit Value, subject to certain conditions.  See the 
Limited Partnership Agreement attached as Exhibit A to the Prospectus. 

"Selling Agent".  The NASD member broker dealer, Futures Investment Company, 
5916 N. 300 West, Fremont, IN 46737, selected by the General Partner to offer 
the Units for sale.  The General Partner and the Selling Agent may select 
Additional Selling Agents to also offer Units for sale.  See Plan of 
Distribution in the Prospectus.

 "Scale in Positions".  The CTA selected by the General Partner presently has 
a large amount of equity under management.  In some situations, the positions 
desired to be taken on behalf of the Partnership and other accounts under 
management will be too large too be executed at one time.  The CTA intends to 
take positions at different prices, at different times and allocate those 
positions on a ratable basis in accordance with rules established by the 
CFTC.  This procedure is defined as to "Scale in Positions".  The same 
definition and rules apply when the CTA elects to exit a position.

Taxation - "Section 1256 Contract" is defined to mean:  (1) any regulated 
futures contract ("RFC"); (2) any foreign currency contract; (3) any non-
equity option; and (4) any dealer equity option.  

The term RFC means a futures contract whether it is traded on or subject to 
the rules of a national securities exchange which is registered with the SEC, 
a domestic board of trade designated as a contract market by the CFTC or any 
other board of trade, exchange or other market designated by the Secretary of 
Treasury ("a qualified board of exchange") and which is "market-to-market" to 
determine the amount of margin which must be deposited or may be withdrawn.  
A "foreign currency contract" is a contract which requires delivery of, or 
the settlement of, which depends upon the value of foreign currency which is 
currency in which positions are also entered at arm's length at a price 
determined by reference to the price in the interbank market. (The Secretary 
of Treasury is authorized to issue regulations excluding certain currency 
forward contracts from marked-to-market treatment.) A "non-equity option" 
means an option which is treated on a qualified board or exchange and the 
value of which is not determined directly or indirectly by reference to any 
stock (or group of stocks) or stock index unless there is in effect a 
designation by the CFTC of a contract market for a contract bond or such 
group of stocks or stock index.  A "dealer equity option" means, with respect 
to an options dealer, only a listed option which is an equity option, is 
purchased or granted by such options dealer in the normal course of his 
activity of dealing in options, and is listed on the qualified board or 
exchange on which such options dealer is registered.

With certain exceptions discussed below, the following rules apply to Section 
1256 contracts.  All Section 1256 contracts will be market-to-market upon the 
closing of every contract (including closing by taking an offsetting position 
or by making or taking delivery, by exercise or being exercised, by 
assignment or being assigned or by lapse or otherwise) and all open Section 
1256 contracts held by the Partnership at its fiscal year-end will be treated 
as sold for their fair market value on the last business day of such taxable 
year.  This will result in all unrealized gains and losses being recognized 
for Federal income tax purposes for the taxable year.  As a consequence, the 
Partners may have tax liability relating to unrealized Partnership profits in 
open positions at year-end.  Sixty percent of any gain or loss from a Section 
1256 contract will be treated as long-term, and 40% as short-term, capital 
gain or loss (the "60/40 Rule"), regardless of the actual holding period of 
the individual contracts.  The character of a Partner's distributive share of 
profits or losses of the Partnership from Section 1256 contracts will thus be 
60% long-term capital gain or loss and 40% short-term capital gain or loss.  
Each partner's distributive share of such gain or loss for a taxable year 
will be combined with its other items of capital gain or loss for such year 
in computing its Federal income tax liability.  The Code contains certain 
rules designed to eliminate the tax benefits flowing to high-income taxpayers 
from the graduated tax rate schedule and from the personal and dependency 
exemptions.  The effect of these rules is to tax a portion of a high-income 
taxpayer's income at a marginal tax rate of 39.6%.  However, long-term 
capital gains are now subject to a maximum tax rate of 28%.

Subject to certain limitations, a Limited Partner, other than a corporation, 
estate or trust, may elect to carryback any net Section 1256 contract losses 
to each of the three preceding years.  Net Section 1256 contract losses 
carried back to prior years may only be used to offset net Section 1256 
contract gains, but not against other income.  The net loss from Section 1256 
contracts will be treated as 60% long-term capital loss and 40% short- term 
capital loss.  To the extent that such losses are not depleted by the 
carryback, they can be carried forward under the existing capital loss carry 
forward rules and will be treated as 60% long-term capital losses and 40% 
short-term capital losses.

During taxable years in which little or no profit is generated from trading 
activities, a Limited Partner will, none-the-less, still have interest 
income. 

                                        4
<PAGE>

The marked-to-market rules do not apply to interests in personal property of 
a nature which are actively traded other than Section 1256 contracts (termed 
"off-exchange positions").  The gains and losses from off-exchange positions 
will not be subject to the 60/40 Rule, but will be treated in accordance with 
the general holding period rules and taxed at the same rates as ordinary 
income, on a dollar for dollar basis.  Capital gain or loss with respect to 
property other than Section 1256 contracts generally will be long-term only 
if such contracts have been held for more than one year.  See "Federal Income 
Tax Aspects".

"Trailing Commissions".  The share of the fixed commissions to be paid to the 
individual associated persons who work for the NASD member broker dealers or 
the IB who have either sold the Units to the Partners or are providing 
services to the General Partner or the other Partners.

"Taking Positions Ahead of the Partnership".  The allocation of trades by 
other than legally accepted methods by the CTA or other trader which favors 
parties who took the position unfairly.  

"Trading Matrix".  The dollar value used by a commodity trading advisor to 
define the number of positions to be taken by the accounts under management.  
For example, each $40,000 in every account is traded the same by Mr. 
Frischmeyer.  This is his trading matrix.  Some other commodity trading 
advisors have a different trading matrix for different sized accounts.  For 
example, they may trade all accounts over one million in size differently 
than accounts under one million. 

"Unit".  The term used to describe the ownership of both the General and 
Limited Partner interests in the Partnership.  

"Unrealized Profit Or Loss".  The profit or loss which would be realized on 
an open position if it were closed at the current settlement price or the 
most recent appropriate quotation as supplied by the broker or bank through 
which the transaction is effected.

"Underwriter".  See Selling Agent.



          [The balance of this page has been intentionally left blank]

                                        5
<PAGE>

                           STATE REGULATORY GLOSSARY

The following definitions are supplied by the state securities administrators 
responsible for the review of public futures fund ("commodity pool") 
offerings made to residents of their respective states.  They belong to the 
North American Securities Administrators Association, Inc. which publish 
"Guidelines for the Registration of Commodity Pool Programs", such as the 
Fund, which contain these definitions.  The following definitions are 
published from the Guidelines, however, the General Partner has made 
additions to, but no deletions from, some of these definitions to make them 
more relevant to an investment in the Fund.

Administrator-The official or agency administering the security laws of a 
state.  This will usually be the State of residence of the Fund or the 
domicile of the Broker or Brokerage Firm which makes the offer or the 
residence of the potential investor.  

Advisor-Any person who, for any consideration, engages in the business of 
advising others, either directly or indirectly, as to the value, purchase, or 
sale of commodity contracts or commodity options.  This definition applies to 
the CTAs and, when it provides such advice, to the General Partner. 

Affiliate-An Affiliate of a Person means: (a) any Person directly or 
indirectly owning, controlling or holding with power to vote 10% or more of 
the outstanding voting securities of such Person; (b) any Person 10% or more 
of whose outstanding voting securities are directly or indirectly owned, 
controlled or held with power to vote, by such Person; (c) any Person, 
directly or indirectly, controlling, controlled by, or under common control 
of such Person; (d) any officer, director or partner of such Person; or (e) 
if such Person is an officer, director or partner, any Person for which such 
Person acts in any such capacity.  See "Conflicts".  This applies to the fact 
that Ms. Shira Del Pacult is the sole shareholder and principal of the 
General Partner and also owns 50% of the outstanding voting shares and is a 
principal in the Affiliated IB.

Capital Contributions-The total investment in a Program by a Participant or 
by all Participants, as the case may be.  The purchase price, less sales 
commissions, for the Units.

Commodity Broker-Any Person who engages in the business of effecting 
transactions in commodity contracts for the account of others or for his own 
account.  See "The Futures Commission Merchant" and "Introducing Broker".

Commodity Contract-A contract or option thereon providing for the delivery or 
receipt at a future date of a specified amount and grade of a traded 
commodity at a specified price and delivery point.

Cross Reference Sheet-A compilation of the Guideline sections, referenced to 
the page of the prospectus, Program agreement, or other exhibits, and 
justification of any deviation from the Guidelines.  This sheet is used by 
the State Administrator to review this Prospectus.

Net Assets-The total assets, less total liabilities, of the Program 
determined on the basis of generally accepted accounting principles.  Net 
Assets shall include any unrealized profits or losses on open positions, and 
any fee or expense including Net Asset fees accruing to the Program.

Net Asset Value Per Program Interest-The Net Assets divided by the number of 
Program Interests outstanding.

Net Worth-The excess of total assets over total liabilities are determined by 
generally accepted accounting principles.  Net Worth shall be determined 
exclusive of home, home furnishings and automobiles.

New Trading Profits-The excess, if any, of Net Assets at the end of the 
period over Net Assets at the end of the highest previous period or Net 
Assets at the date trading commences, whichever is higher, and as further 
adjusted to eliminate the effect on Net Assets resulting from new Capital 
Contributions, redemptions, or capital distributions, if any, made during the 
period decreased by interest or other income, not directly related to trading 
activity, earned on Program assets during the period, whether the assets are 
held separately or in a margin account.  See "New Net Profit".

Organizational and Offering Expenses-All expenses incurred by the Program in 
connection with and in preparing a Program for registration and subsequently 
offering and distributing it to the public, including, but not limited to, 
total underwriting and brokerage discounts and commissions (including fees of 
the underwriter's attorneys), expenses 

                                        6
<PAGE>

for printing, engraving, mailing, salaries of employees while engaged in 
sales activity, charges of transfer agents, registrars, trustees, escrow 
holders, depositories, experts, expenses of qualification of the sale of its 
Program Interest under Federal and state law, including taxes and fees, 
accountants' and attorneys' fees.

Participant-The holder of a Program Interest.  A Partner in the Fund.

Person-Any natural Person, partnership, corporation, association or other 
legal entity.

Pit Brokerage Fee-Pit Brokerage Fee shall include floor brokerage, clearing 
fees, National Futures Association fees, and exchange fees.  These fees will 
be paid by the Introducing Broker from the fixed commissions.

Program-A limited partnership, joint venture, corporation, trust or other 
entity formed and operated for the purpose of investing in Commodity 
Contracts.  The Fund.

Program Broker-A Commodity Broker that effects trades in Commodity Contracts 
for the account of a Program.  See the "The Futures Commission Merchant" and 
"Introducing Broker".

Program Interest-A limited partnership interest or other security 
representing ownership in a program.  The "Units" in the Fund.  See Exhibit 
A, the Limited Partnership Agreement.

Pyramiding-A method of using all or a part of an unrealized profit in a 
Commodity Contract position to provide margin for any additional Commodity 
Contracts of the same or related commodities.

Sponsor-Any Person directly or indirectly instrumental in organizing a 
Program or any Person who will manage or participate in the management of a 
Program, including a Commodity Broker who pays any portion of the 
Organizational Expenses of the Program, and the general partner(s) and any 
other Person who regularly performs or selects the Persons who perform 
services for the Program.  Sponsor does not include wholly independent third 
parties such as attorneys, accountants, and underwriters whose only 
compensation is for professional services rendered in connection with the 
offering of the Units.  The term "Sponsor" shall be deemed to include its 
Affiliates.

Valuation Date-The date as of which the Net Assets of the Program are 
determined.  For the Fund, this will be after the close of business on the 
last business day of each month.

Valuation Period-A regular period of time between Valuation Dates.  For the 
Fund, this will be the close of business for each calendar month and each 
calendar year. 



         [The balance of this page has been intentionally left blank]

                                        7
<PAGE>
******************************************************************************

                                   APPENDIX II
           SUPPLEMENTAL PERFORMANCE INFORMATION FOR C&M TRADERS, INC.

Please see "The Commodity Trading Advisors, C&M Traders, Inc." in the main 
body of this disclosure document for the business background and description 
of the trading program for C&M Traders, Inc.

C&M Traders, Inc. - Live Cattle - Proprietary

The following capsule shows the past performance of the C&M Traders, Inc. - 
Live Cattle - Proprietary since the inception of trading of the first Account 
(in January, 1992) and year-to-date (through February 28, 1998).  PAST 
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<TABLE>
                  C&M Traders, Inc. - Live Cattle - Proprietary
                           Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995      1994      1993
<S>         <C>       <C>       <C>       <C>       <C>       <C>
January      17.90    (10.88)   (38.66)    25.05     38.61      4.14
February      4.01     (1.08)   116.26    (35.10)     2.93    (25.87)
March                 (49.72)     3.18    112.13     (1.90)    38.66
April                  18.41    (17.37)   (25.02)    12.48      0.80
May                    22.23     (5.46)    (3.32)    12.69     (0.76)
June                   (6.80)     3.47    (58.62)    21.24     (3.98)
July                  (19.71)    43.17     72.75     (3.72)   (17.18)
August                 (4.56)    10.26     12.71     69.28     15.32
September              23.61     11.84     14.95    (17.34)    20.44
October                28.01     35.28      8.90     83.05     31.93
November               16.22      2.49     10.98      6.16     34.24
December               (3.01)     3.52     32.11    (29.21)    13.85
Totals       21.91    (18.28)   180.43     87.19    298.58    138.48

<FN>
Name of Commodity Trading Advisor:  C&M Traders, Inc.

Name of Trading Program:  Live Cattle

Inception of Trading: July, 1993

Number of client accounts using this trading program:  4

Total Assets managed by CTA:  $5,225,134

Total Assets traded:  $5,225,134

Worst Monthly Percentage Draw-down**:  6-95 / 58.62%

Worst Peak-to-Valley % Draw-down***:  11-92 to 2-93 / 70.32%

Number of Accounts Closed with Profit:  3 since January, 1992

Number of Accounts Closed with Loss:  0 since January, 1992

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
</TABLE>
<PAGE>
******************************************************************************
             EXHIBIT A TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                     AGREEMENT OF LIMITED PARTNERSHIP OF
                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
 
THIS LIMITED PARTNERSHIP AGREEMENT, (the "Agreement") dated the 1st day of 
February, 1998, by and among Ashley Capital Management, Incorporated, a 
Delaware corporation, as managing general partner (hereinafter referred to as 
the "General Partner"), and those who are admitted as partners, (hereinafter 
referred to as either "Limited Partners" or "Other General Partners"), 
pursuant to the terms of this Agreement, (the General Partner, any Other 
General Partners, and the Limited Partners are hereinafter collectively 
referred to as the "Partners").

                                WITNESSETH:

IN CONSIDERATION of good and valuable consideration, the receipt of which is 
hereby acknowledged, the General Partner and the initial Limited Partner 
entered into and formed a limited partnership (hereinafter called either the 
"Partnership" or the "Fund") pursuant and subject to the Delaware Uniform 
Limited Partnership Act (the "Act"), as follows:

                                ARTICLE I

                Definitions and Risk Disclosure Statement

Certain terms used in this Agreement shall have the special meaning 
designated below:

1.1  The term AFFILIATE means (1) any person controlled by or under common 
control with another person, (2) a person owning or controlling 10% or more 
of the outstanding voting securities of such other person, (3) any officer or 
director of such other person, and (4) if such other person is an officer or 
director, any other company for which such person acts as an officer or 
director.

1.2  When referring to the capital of the Partnership:

(a) the term CAPITAL shall mean cash invested in the Partnership by any 
Partner and placed at risk for the business of the Partnership; 
 
(b) the term CAPITAL CONTRIBUTION shall mean, with respect to any Partner, 
the sum of all Capital contributed to the Partnership pursuant to Article I;
 
(c) the term CAPITAL SUBSCRIPTION shall mean the amount set forth opposite 
the name of such Partner in the schedule of Partners, which amount shall be 
the purchase price, less sales commissions, if any, to be paid or paid by 
such Partner for the Unit or Units in the Partnership purchased by such 
Partner;
 
(d) the term INITIAL CAPITAL shall mean the sum of all Capital Subscriptions 
received by the General Partner prior to commencement of trading;
 
(e) the term NET ASSETS OR NET ASSET VALUE means the total assets, including 
all cash and cash equivalents (valued at cost plus accrued interest and 
earned discount), less total liabilities, of the Partnership (each determined 
on the basis of generally accepted accounting principles, consistently 
applied under the accrual method of accounting or as required by applicable 
laws, regulations and rules including those of any authorized self regulatory 
organization), specifically:

    (i) Net Asset Value includes any unrealized profit or loss on open 
security and commodity positions subject to reserves for loss established, 
from time to time, by the General Partner;
 
    (ii) All open stock, option, and commodity positions are calculated on 
the then current market value, which shall be based upon the settlement price 
for that particular position on the date with respect to which Net Asset 
Value is being determined; provided, however, that if a position could not be 
liquidated on such day due to the operation of the daily limits or other 
rules of the exchange upon which that position is traded or otherwise, the 
settlement price on the first subsequent day on which the position could be 
liquidated shall be the basis for determining the market value of such 
position for such day.  As used herein, "settlement price" includes, but is 
not limited to:  (1) in the case of a futures contract, the settlement price 
on the commodity exchange on which such futures contract is traded; and (2) 
in the case of a foreign currency forward contract which is not traded on a 
commodity exchange, the average between the lowest offered price and the 
highest bid price, at the close of business on the day Net Asset Value is 
being determined, established by the bank or broker through which such 
forward contract was acquired or is then currently traded;  
 
    (iii) Brokerage commissions to close security and commodity positions, if 
charged on a round-turn basis, are accrued in full at the time the position 
is initiated (i.e., on a round-turn basis) as a liability of the Partnership;
 
    (iv) Interest earned on all Partnership accounts is accrued at least 
monthly;
 
    (v) The amount of any distribution made by the Partnership is a liability 
of the Partnership from the day when the distribution is declared by the 
General Partner or as provided in this Agreement and the amount of any 
redemption is a liability of the Partnership as of the valuation date; and
 
    (vi) Syndication Costs incurred in organizing and all present and future 
costs to increase or maintain the qualification of the Units available for 
sale and the cost to present the initial and future offering of Units for 
sale shall be capitalized when incurred and amortized and paid from Capital 
or Monthly Profit as required by applicable law.

(f) the term PROFIT (LOSS) ATTRIBUTABLE TO UNITS means the product of A) the 
number of Units divided into B) an amount equal to the Net Profit (Loss) 
determined as follows: (1) the net of profits and losses realized on all 
trades closed out, plus (2) the net of any unrealized profits and losses an 
open positions as of the end of the period, less (3) the net of any 
unrealized profits and losses on open positions as of the end of the 
preceding period, minus, (4) the Expenses attributable to Units.  Profit 
(Loss) shall include interest earned on Partnership assets, realized and 
unrealized capital gains or losses on U.S. Treasury bills, and other 
securities;  
 
(g) the term MANAGEMENT FEE shall mean three percent (3%) of the Net Assets 
of the Partnership computed on the close of business on the last day of each 
month and payable to the General Partner without regard to the income or loss 
of the Partnership for that period;
 
(h) the term INCENTIVE FEE means a percentage of the profits accrued and paid 
to the General Partner, or its Affiliates, of up to fifteen percent (15%) of 
New Net Profit earned from inception of trading, through the date of the 
computation, based upon total Capital of the Partnership. The General Partner 
has the right to both reduce and, subsequently, increase the Incentive Fee to 
fifteen percent (15%) and below; presently, the Incentive Fee paid to the 
General Partner is paid to the CTA;
 
(i) the term GROSS PROFIT OR LOSS means the income or loss from all sources, 
including interest income and profit and loss from non-trading activities, if 
any.

(j) the term NEW NET PROFIT OR LOSS means the amount of income earned from 
trading, less the trading losses and brokerage commissions and fees paid to 
clear the trades which are incurred or accrued during the then current 
accounting period; and, 

(k) the term NET GAINS means net profit from all sources.  

(l) the term UNIT shall mean a partnership interest in the Partnership 
requiring an initial Capital Contribution of one thousand dollars ($1,000), 
less a sales commission, or the Net Asset Value of the initial Unit, as 
adjusted to reflect increases and decreases caused by receipt, accrual, and 
payment of profit, Expenses, losses, bonuses, and fees, from time to time.

1.3  When referring to costs and expenses of the Partnership to be allocated 
and charged pursuant to this Agreement:

(a) the term EXPENSES shall mean costs allocated, incurred, paid, accrued, or 
reserved, including the fixed commissions payable to the Introducing Broker 
of nine percent (9%) of the total equity placed under management with the 
commodity trading advisors, which are, in the opinion of the General Partner, 
required, necessary or desirable to establish, manage, continue and promote 
the business of the Partnership including, but not limited to, all deferred 
organization costs, brokerage commissions, and all management and incentive 
fees payable to the General Partner or to independent investment and 
commodity trading advisors by the Partnership as negotiated and determined by 
the General Partner on behalf of the Partnership on a basis consistently 
applied in accordance with generally accepted accounting principals under the 
accrual method of accounting or as required by applicable laws, regulations 
and rules including those of any authorized self regulatory organization with 
proper jurisdiction over the business of the Partnership; provided, however, 
Expenses shall not include salaries, rent, travel, expenses and other items 
of General Partner overhead and, provided, further, management fees, advisory 
fees and all other fees, except for incentive fees and commodity brokerage 
commissions, the actual cost of legal and audit services and extraordinary 
expenses, shall not exceed one half of one percent of Net Assets per month 
(not to exceed six percent annually).  If necessary, the General Partner 
shall reimburse the Partnership no less frequently than quarterly, for the 
amount by which such aggregate fees and expenses exceed the limitations 
provided by NASAA Guideline IVC.1.  During the period for which reimbursement 
is made up to an amount not exceeding the aggregate compensation received by 
the General Partner, including direct or indirect participations in commodity 
brokerage commissions charged to the Partnership.  In addition, if 
reimbursement is required or ordinary expenses are incurred, the General 
Partner shall include in the Partnership's next regular report to the 
auditors a discussion of the circumstances or events which resulted in the 
reimbursement or extraordinary expenses;
 
(b) the term NET UNIT VALUE shall mean the Net Asset Value divided, from time 
to time, by the total number of Units outstanding;
 
(c) the term OFFERING PERIOD means the period of time established by the 
General Partner after the Partnership begins to offer to sell Units at the 
Net Asset Value per Unit; and,
 
(d) the term SYNDICATION COSTS shall mean the promotion and syndication costs 
of the Partnership and the costs of the offering of Units, and to establish 
the initial business relationships on behalf of the Partnership, including 
all legal and printing costs to prepare the Disclosure Documents, 
registrations and filing fees, contract negotiation, and travel incurred 
which are deemed necessary or desirable by the General Partner to form the 
Partnership, be ready to engage in business, and to sell the Units. 

1.4  The terms DISCLOSURE DOCUMENT, MEMORANDUM, OFFERING CIRCULAR, PROSPECTUS 
and REGISTRATION STATEMENT shall mean the document or documents, together 
with the exhibits and any subsequent continuations thereof, which describes 
this Partnership to persons selected by the General Partner including, but 
not limited to, potential purchasers of Units, or the Partners or to any 
government or self regulatory agency or to persons selected by the General 
Partner to participate in the affairs or provide services to the Partnership.

1.5  When referring to this Agreement and the Partners of the Partnership:

(a) the term ACT shall refer to the partnership act of Delaware.  
 
(b) the term AGREEMENT refers to this Partnership agreement;
 
(c) the term GENERAL PARTNER shall refer to Ashley Capital Management, 
Incorporated, c/o Corporate Systems, Inc., 101 North Fairfield Drive, Dover, 
DE 19901 (302) 697-2139;
 
(d) the term LIMITED PARTNER shall refer to any party listed on the Schedule 
of Limited Partners attached to this Agreement as Attachment I, as amended, 
from time to time, pursuant to Article VI hereof;
 
(e) the term MAJORITY IN INTEREST shall refer to that number of Partners who 
collectively hold over 50% of all of the outstanding Units held by all 
Partners in the Partnership; provided, however, the Units held by the General 
Partner cannot be considered to determine a MAJORITY IN INTEREST or otherwise 
vote or consent regarding the question of removal of the General Partner or 
other matters specifically expressed in Article V, Section 5.3.  In addition, 
see the rights and duties of the General Partner in Article IV and of the 
Limited Partners in Articles V;
f) the term OTHER GENERAL PARTNER refers to any General Partner other than 
Ashley Capital Management, Incorporated; and
 
(g) the term PARTNERS refers to the General Partner, any Other General 
Partner, and the Limited Partners, collectively. 

1.6  RISK DISCLOSURE STATEMENT.

  YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU 
TO PARTICIPATE IN A COMMODITY POOL.  IN SO DOING, YOU SHOULD BE AWARE THAT 
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS 
GAINS.  SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE 
POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL.  IN ADDITION, 
RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR 
PARTICIPATION IN THE POOL.

  FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR 
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES.  IT MAY BE NECESSARY FOR THOSE 
POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS 
TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS.  THE PARTNERSHIP'S 
DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE 
CHARGED THIS POOL AT PAGE 21 AND A STATEMENT OF THE PERCENTAGE RETURN 
NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL 
INVESTMENT, AT PAGE 16.

  THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS 
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL.  THEREFORE, 
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY 
STUDY THIS AGREEMENT AS WELL AS THE PARTNERSHIP'S DISCLOSURE DOCUMENT, 
INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT 
PAGE 6.

  YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES 
OR OPTIONS CONTRACTS.  TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED 
STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE 
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE 
POOL AND ITS PARTICIPANTS.  FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY 
BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR 
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL 
MAY BE EFFECTED.

                                ARTICLE II

                   Partnership Organization and Purpose

2.1  PARTNERSHIP NAME AND LOCATION OF BOOKS AND RECORDS.  The name of the 
Partnership, as filed with the state of Delaware,  shall be Atlas Futures 
Fund, Limited Partnership.  The address where the books and records of the 
Partnership will be maintained for inspection by the Partners is c/o Futures 
Investment Company, 5916 N. 300 West, Fremont, IN 46737 (219) 833-1306 or 
such other address as the General Partner shall, from time to time, 
determine.

2.2  PARTNERSHIP AFFILIATES.

(a) POOL OPERATOR NAME AND PRINCIPALS.  The General Partner shall serve as 
the commodity pool operator for the Partnership.  Shira Del Pacult is the 
sole principal of the General Partner and is solely responsible for the 
business decisions of the Partnership, including, but not limited to, 
selection of the commodity trading advisors (the "CTAs").

THIS POOL HAS NOT BEGUN TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

THE REGULATIONS OF THE CFTC AND NFA PROHIBIT ANY REPRESENTATION BY A PERSON 
REGISTERED WITH THE CFTC OR BY ANY MEMBER OF THE NFA, RESPECTIVELY, THAT SUCH 
REGISTRATION OR MEMBERSHIP IN ANY RESPECT INDICATES THAT THE CFTC OR THE NFA, 
AS THE CASE MAY BE, HAS APPROVED OR ENDORSED SUCH PERSON OR SUCH PERSON'S 
TRADING PROGRAMS OR OBJECTIVES.  THE REGISTRATIONS AND MEMBERSHIPS DESCRIBED 
IN THIS PROSPECTUS MUST NOT BE CONSIDERED AS CONSTITUTING ANY SUCH APPROVAL 
OR ENDORSEMENT.  LIKEWISE, NO COMMODITY EXCHANGE HAS GIVEN OR WILL GIVE ANY 
SUCH APPROVAL OR ENDORSEMENT.

The General Partner has no prior experience in the management of a commodity 
pool, however, Ms. Pacult, has been engaged in supervision of individual 
managed commodity accounts for over 16 years and is the principal of both 
another public commodity pool, Fremont Fund, Limited Partnership and a 
privately offered commodity pool, Auburn Fund, Limited Partnership, which is 
being offered simultaneously with this Partnership.  See "Performance of 
Fremont Fund, Limited Partnership" in the Partnership's Prospectus.

(b) COMMODITY TRADING ADVISOR NAMES AND PRINCIPALS.  The General Partner has 
initially selected three independent CTAs to trade the assets of the 
Partnership.  They are: Michael J. Frischmeyer who does business as a sole 
proprietorship;  Barry T. Johnson, who conducts business as, and is the sole 
principal of, Commoditech, Inc.;  and, Eric Rosenbery, who conducts business 
as, and is the sole principal of, Rosenbery Capital Management, Inc.  Their 
performance records and business backgrounds are disclosed in the 
Partnership's Prospectus under "Trading Management".  The CTAs will have no 
ownership in the Partnership and their compensation is described in 4.6(f).  
The CTAs will enter trades on behalf of the Partnership directly with the FCM 
without the prior knowledge or approval of the General Partner of the methods 
used by the CTAs to select the trades, the number of contracts, or the margin 
required.  From 5% to 30% of the Net Asset Value on deposit with the FCM is 
expected to be committed to margin to hold positions taken by the CTAs for 
the account of the Partnership.

(c) INTRODUCING BROKER AND FUTURES COMMISSION MERCHANT NAMES AND PRINCIPALS.  
Futures Investment Company, 5916 N. 300 West, Fremont, IN 46737 (219) 833-
1306 will server as the Introducing Broker ("IB") for the Partnership and 
will be paid a fixed amount for brokerage commissions of nine percent (9%) 
per year, payable monthly by the Partnership, for introducing trades through 
Vision Limited Partnership, the futures commission merchant (the "FCM").  The 
IB will pay the round-turn brokerage commissions, pit brokerage and other 
clearing expenses to the FCM, which will act in the normal capacity as a 
futures commission merchant and will hold the equity assigned by the General 
Partner for trading and will clear the trades entered by the CTAs pursuant to 
the power of attorney granted by the General Partner to the CTAs to trade on 
behalf of the Partnership. 

2.3  MATERIAL ADMINISTRATIVE AND/OR CIVIL ACTIONS. There have been no 
material administrative, civil or criminal actions against the General 
Partner (who is the Commodity Pool Operator), the principal of the General 
Partner, Ms. Pacult, the Commodity Trading Advisors, the Introducing Broker, 
and selling broker or any principal or any Affiliate of any of them, pending, 
on appeal, or concluded, threatened or otherwise known to them, within the 
five (5) years preceding the date of this PPM and there have been no such 
actions against the Futures Commission Merchants, except as follows:

(a) On June 30, 1993, the Eastern Regional Business Conduct Committee issued 
and concurrently accepted a full and complete settlement of a two-count 
complaint against Vision Limited Partnership and Robert Boshnack.  The 
complaint alleged two NFA rule violations:  lack of supervision of Guaranteed 
IB's and use of deceptive and misleading promotional material.  The matter 
was completely settled without Vision admitting or denying any violation, and 
without any findings of violations.  The settlement included a monetary 
penalty of $100,000, undertakings of enhanced compliance procedures, and 
restriction of Mr. Boshnack's activity for a one year period.  

(b) On December 31, 1997, the Business Conduct Committee of the NFA issued a 
two count complaint against Vision Limited Partnership.  Count I alleges 
failure to supervise and Count II alleges improper handling of one block 
order.  Vision denies the allegations and intends to vigorously defend the 
matter.

(c) On July 15, 1992, the Chicago Board of Trade ("CBOT") voted to accept an 
offer of settlement by Lind-Waldock concerning alleged violations of CBOT 
Regulations 332.08 and 465.01.  The charges involved Lind-Waldock's alleged 
failure to submit executed orders for clearing and to include an account 
designation on an order.  In settling this matter for a fine of $7,500, Lind-
Waldock neither admitted nor denied violating the CBOT Regulations.

(d) There is currently no litigation pending or on appeal which, if 
successfully pursued by a plaintiff or appellant would have a material effect 
on the ability of either FCM to serve the Fund.

2.4  CHARACTER OF THE BUSINESS.  The Partnership's business purpose is to 
increase Capital through the speculative and hedge trading of futures and 
options on futures.  The General Partner is authorized to do any and all 
things on behalf of the Partnership incident thereto or connected therewith 
including, but not limited to:

(a) trade, buy, sell or otherwise acquire, hold or dispose of all forms of 
investments (including tangibles and intangibles, foreign currencies, 
mortgage-backed securities, money market instruments, stock and futures 
options, and any other securities or items which are now, or may hereafter 
be, the subject of barter or stock or futures trading), commodity futures, 
and forward contracts and any rights pertaining thereto.  The Partnership 
shall carry on the foregoing activities through the exercise of judgment by 
its General Partner and/or the Investment and/or Commodity Trading Advisors 
and consultants and brokers selected by the General Partner.  The General 
Partner may serve as an investment or trading advisor to the Partnership for 
management fees, incentive fee, reimbursement of costs and other remuneration 
at the same rates charged either by independent third parties for similar 
services to other partnerships or by the General Partner to others for the 
same service.
 
(b) invest and trade, on margin or otherwise, in capital stocks, bonds, 
debentures, trust receipts and other obligations, instruments or evidences of 
indebtedness, gold, silver, cattle, corn, wheat, soybeans, or any other asset 
for which a trading market is maintained or otherwise paid for by cash or 
otherwise including, but not limited to, the right to sell short and to cover 
such short sales.
 
(c) possess, sell, exchange, discount, transfer, mortgage, pledge, deal in, 
maintain multiple accounts for, and to exercise all rights, powers, 
privileges and other rights, incidental to ownership of the assets held by 
the Partnership.
 
(d) borrow or raise monies and, from time to time without limit as to amount, 
to issue, accept, endorse and execute promissory notes, draft bills of 
exchange, warrants, bonds, debentures and other negotiable or non-negotiable 
instruments and evidences of indebtedness, and to secure the payment of any 
thereof and the interest thereon by mortgage or pledge, conveyance or 
assignment in trust of the whole or any part of the property of the 
Partnership, whether at the time owned or thereafter acquired, and to sell, 
pledge of otherwise dispose of such instruments issued by the Partnership for 
its purposes; form and own one or more corporations to engage in such 
businesses as the General Partner shall deem advisable.
 
(e) lend any of its properties or funds, either with or without security in 
furtherance of the objects and purposes of the Partnership as the General 
Partner shall deem advisable and consent.
 
(f) rent or own and maintain one or more offices staffed as the General 
Partner shall determine and to do such other acts attendant thereto as may be 
necessary or desirable.  
 
(g) waive the sales commission to acquire investment Capital as the General 
Partner, in its sole discretion, may determine.
 
(h) enter into, make and perform all contracts, surety and guarantees as may 
be necessary or advisable or incidental to the carrying out of the foregoing 
objects and purposes.

2.5  ADDRESS OF PARTNERS.  The General Partner's address is listed in 
paragraph 1.5(a) hereof and the Limited Partners addresses are on record at 
the office of the General Partner to the Partnership.

2.6  TERM OF PARTNERSHIP.  The term of the Partnership shall commence on the 
date of this Agreement and shall continue until dissolved or terminated 
pursuant to Article IX.

2.7  REGISTRATION.  The General Partner, on behalf of the Partnership, shall 
have the authority, but not the obligation, to cause a Registration statement 
to be filed, and such amendments thereto as the General Partner deems 
advisable, with the appropriate Federal and state regulatory agencies, 
including the United States Securities and Exchange Commission and the 
commission of securities for registration under the securities laws of the 
various states and any other jurisdiction desirable or proper to the sale of 
Units to qualify for public offerings.  Each of the Limited Partners hereby 
confirm and ratify all action taken and things done by the General Partner 
with respect to such filings and public offerings.  The General Partner may 
make such other arrangements for the sale of Units, including the private 
placement of Units, as it deems appropriate.

                                ARTICLE III

         Capital Contributions and Allocation of Profits and Losses

3.1  CAPITAL CONTRIBUTIONS OF LIMITED PARTNERS.

(a) Each Limited Partner has delivered to the Partnership an executed 
Subscription which has been accepted by the General Partner on behalf of the 
Partnership, an Amended Certificate of Limited Partnership, and a check in 
the amount of his Capital Subscription. The Partnership shall use the funds 
thus contributed solely to pay, sales commissions, Expenses, Organization 
Costs and to otherwise make the payments required to be made by the 
Partnership to engage in active trading and to pay the management fees, if 
any, and, from profits, the incentive fees and distributions to Partners 
Capital Accounts.
 
(b) Until such time as the General Partner elects to qualify the Partnership 
Units for public sale, the General Partner will establish, from time to time, 
the minimum amount which each Limited Partner will be required to contribute 
to Capital of the Partnership.  Upon receipt of notice from the General 
Partner of such minimum (which will be equally applicable to all Limited 
Partners), each Limited Partner will be required to contribute sufficient 
Capital to equal or exceed such minimum or will withdraw and have his Units 
redeemed as a Limited Partner pursuant to Article IX, Section 9.4.  The 
failure to contribute such Capital within ten days after receipt of said 
notice from the General Partner shall be a request for redemption by the 
Limited Partner.  Upon election by the General Partner and qualification of 
the Partnership Units for public sale, there will be no further right of the 
General Partner to give notice of an increase in the minimum amount which all 
Limited Partners will be required to contribute to Capital of the Partnership 
other than as provided in Article VIII.  Except for the increase in the 
minimum amount which all Limited Partners, in the sole discretion of the 
General Partner, shall be required to contribute to Capital or suffer 
redemption and amendments required by Article VIII, there will be no required 
contribution or assessments of the Limited Partners.

3.2  CAPITAL CONTRIBUTIONS OF GENERAL PARTNER.

(a) The General Partner has not made and shall not be required to make any 
capital contribution to the Partnership except for purchases which are 
required by law.  Currently, the General Partner is required by the 
applicable securities and tax laws to purchase (i) one percent (1%) or (ii) 
$25,000 of the total Capital paid in by the Limited Partners, which ever is 
greater.
 
(b) The General Partner and the initial Limited Partner have contributed in 
excess of $1,000 to the Partnership.  Immediately prior to the time the 
Partnership commences trading and as may be required, thereafter, as the 
result of the admission of additional Limited Partners, the General Partner 
shall make such additional contribution to its capital or to the Partnership 
so as to be certain that the General Partner has sufficient Capital at risk 
to prevent the Partnership from loss of that element of the Partnership test 
imposed by the Federal Internal Revenue Code and the Regulations promulgated 
thereunder to permit the Partnership to be taxed as a partnership and not as 
a corporation.  The General Partner shall not reduce its Capital nor shall it 
make any assignment or transfer of its interest or withdrawal of its 
contribution while it is the General Partner which would reduce its 
percentage interest in the Partnership to less than its percentage interest 
at the time the Partnership commences trading. The General Partner may 
withdraw any excess above the required percentage without notice to the 
Limited Partners.  
 
(c) Partnership interests shall be evidenced by Units.  The General Partner, 
on behalf of the Partnership, may, in accordance with applicable law and the 
Offering Memorandum of the Partnership, issue Units to persons desiring to 
become Limited Partners.  For each Unit purchased during the initial Offering 
Period, a Partner shall contribute one thousand dollars ($1,000), less the 
sales commission, to the Capital of the Partnership.  Thereafter, a Partner 
shall contribute an amount equal to the Net Asset Value of a Unit, plus the 
sales commission, if any, on the valuation date following acceptance of the 
purchase.  The General Partner and Affiliates of the General Partner may 
purchase Limited Partnership Units with the same rights as other Limited 
Partners.
 
(d) All subscriptions for Units made pursuant to the offering of the Units 
must be on the form provided with the Prospectus. No more than 5,000 Units 
(the "Maximum") will be sold and a minimum number of Units must be sold as 
follows:

    (i) If subscriptions for at least 600 Units at an initial Net Asset Value 
per Unit of $1,000 have been accepted (the "Minimum") by the General Partner 
within the initial Offering Period of up to one year from the commencement of 
the offering of sale of Units, including the Units subscribed for by the 
General Partner, the General Partner may, pursuant to Paragraph 12, execute, 
acknowledge, swear to, file and record on behalf of the Partnership and each 
Limited Partner an amended Limited Partnership Agreement, cause such 
subscriptions to be transferred from the escrow agent, First American State 
Bank, 1207 Central Avenue, Fort Dodge, IA 50501, to the Partnership's trading 
account and cause the Partnership to pay its organization costs pursuant to 
the agreements negotiated by the General Partner and, thereafter, the 
aggregate of all contributions to the Partnership shall be available to the 
Partnership to carry on its business; or
 
    (ii) If the General Partner has not received and accepted subscriptions 
for the Minimum Units prior to the close of the Minimum Units Offering 
Period, the offering of the Units shall terminate and all amounts paid by 
subscribers for Units shall be returned in the manner provided in the 
Prospectus.  All Units subscribed for shall be issued to the collection of 
good funds, and any Units issued to a Subscriber who has not provided 
collectible funds (whether in the form of a bad check or draft, or otherwise) 
shall be canceled.

3.3  ALLOCATION OF PROFITS AND LOSSES

(a) A distribution account shall be established for each Partner which shall 
include, as the initial balance thereof, each Partners' initial contribution 
to the Partnership expressed in total dollars and Units purchased.  As of the 
close of business each month, allocations shall be made as follows:

    (i) The Incentive Fee.  The incentive fee upon New Net Profit at the rate 
of up to (15%) shall be paid quarterly to the CTA but allocated to the 
Partners monthly.
 
    (ii) The Profit (Loss) Attributable to Units shall be added to 
(subtracted from) the distribution accounts of the Partners.  Items of 
income, gain or loss, accrued and paid Expenses shall be added to (subtracted 
from) the distribution account of each Partner in accordance with the ratio 
that such distribution account bears to the sum of all of the Partners' 
distribution accounts.
 
    (iii) The amount of any cash distributions to a Partner during such month 
and any amount paid upon Redemption of Units as of the end of such month 
shall be subtracted from the distribution account of such Partner.
 
    (iv) The distribution account of any Unit which was redeemed shall be 
reduced by the Redemption Charge per Unit multiplied by the number of Units 
which were redeemed by the Partner represented by such distribution account.  
The Redemption Charge, if any, shall be first used to defray expenses and any 
excess treated as interest earned by the Fund.  

                                ARTICLE IV

               Rights and Obligations of the General Partner

4.1  GENERAL.  The General Partner shall have full, exclusive and complete 
discretion in the management and control of the affairs of the Partnership to 
the best of its ability and shall use its best efforts to carry out the 
purposes of the Partnership set forth in Article II.  In connection 
therewith, it shall have all powers of a general partner under the Act, 
including, without limitation, the power to:

(a)  enter into, execute and maintain contracts, agreements and any or all 
other instruments, and to do and perform all such things, as may be required 
or desirable in furtherance of Partnership purposes or necessary or 
appropriate to the conduct of Partnership activities including, but not 
limited to, contracts with third parties for:

    (i) brokerage services on behalf of the Partnership (which brokerage 
services may be performed by the General Partner or an Affiliate of the 
General Partner), specifically, Futures Investment Company, or any successor 
to its business, an Affiliated introducing broker of the General Partner may 
clear the trades and pay trailing commissions to its associated persons, 
including Affiliates of the General Partner and the General Partner, in 
consideration of the payment of nine percent (9%) of the total equity placed 
with the commodity trading advisor or advisors it selects, will cause and pay 
for the trades to be cleared through one or more futures commission merchants 
selected by the General Partner; 
 
    (ii) trading advisory services relating to the purchase and sale of all 
stocks, options, commodity futures contracts, commodity options and contracts 
for forward delivery of foreign currencies on behalf of the Partnership 
(which advisory services may be performed by the General Partner or an 
Affiliate of the General Partner); and
 
    (iii) rent, salaries, computer, accounting, legal and other services 
attendant to the maintenance of the Fund.

(b) open and maintain bank accounts on behalf of the Partnership with banks 
and money market funds.
 
(c) deposit, withdraw, pay, retain and distribute the Partnership's funds in 
any manner consistent with the provisions of this Agreement.
 
(d) supervise the preparation and filing of all documentation required by law 
including, but not limited to, Registration Statements to be filed with 
Federal and state agencies.
 
(e) pay or authorize the payment of distributions to the Partners and pay 
Expenses of the Partnership.
 
(f) invest or direct the investment of funds of the Partnership not involving 
the purchases or sale of stocks, futures contracts, options, and contracts 
for forward delivery of foreign currencies.
 
(g) purchase, at the expense of the Partnership, liability and other 
insurance to protect the Partnership's proprieties and business.
 
(h) borrow money from banks and other lenders for Partnership purposes, and 
may pledge any or all of the Partnership's assets for such loans.  No bank or 
other lender to which application is made for a loan by the lender to which 
application is made for a loan by the General Partner shall be required to 
inquire as to the purposes for which such loan is sought and, as between the 
Partnership and such bank or other lender, it shall be conclusively presumed 
that the proceeds of such loan are to be and will be used for the purposes 
authorized under this Agreement.
 
(i) confess judgment for and against the Partnership and control any matters 
affecting the rights and obligations of the Partnership, including the 
employment of attorneys, in the conduct of litigation and otherwise incur 
legal expenses and costs of consultation, settlement of claims, and 
litigation against or on behalf of the Partnership.  

4.2  LOANS BY GENERAL PARTNER.  The General Partner or its Affiliates will be 
not be required to advance or loan funds to the Partnership.  In the event 
the General Partner makes any advance or loan to the Partnership, the General 
Partner will not receive interest in excess of its interest costs, nor will 
the General Partner receive interest in excess of the amounts which would be 
charged the Partnership (without reference to the General Partner's financial 
abilities or guarantees) by unrelated banks on comparable loans for the same 
purpose and the General Partner shall not receive points or other financing 
charges or fees regardless of the amount.

4.3  TRANSACTION WITH PARTNERSHIP.  Notwithstanding anything to the contrary 
which may be contained herein, the General Partner shall not:

(a) sell, or otherwise dispose of, any of the Partnership's assets to the 
General Partner or its Affiliates.
 
(b) subject to the provisions regarding and without diminishment of the right 
of the General Partner or any Affiliate to compensation for services provided 
to the Partnership as set forth in this Agreement, cause or permit the 
Partnership to enter into any agreement with the General Partner or an 
Affiliate which is not in the best interest of and for the benefit of the 
Partnership or which would be in contravention of the General Partner's 
fiduciary obligations to the Partnership or pursuant to which the General 
Partner or any Affiliate;

    (i) would provide or sell any services, equipment, or supplies at other 
than rates charged to others; or
 
    (ii) would receive from the Partnership, Units of Partnership interest in 
consideration for services rendered.

4.4  OBLIGATIONS OF GENERAL PARTNER.  In addition to the obligations provided 
by law or this Agreement, the General Partner shall:

(a) Devote such of its time to the business and affairs of the Partnership as 
it shall, in its discretion exercised in good faith, determine to be 
necessary to conduct the business and affairs of the Partnership for the 
benefit of the Partnership and the Limited Partners.
 
(b) Execute, file, record and/or publish all certificates, statements and 
other documents and do any and all other things as may be appropriate for the 
formation , qualification and operation of the Partnership and for the 
conduct of its business in all appropriate jurisdictions including, but not 
limited to, the compliance, at its expense, with all laws related to its 
qualification to serve as the commodity pool operator of the Fund.  
 
(c) Retain independent public accountants to audit the accounts of the 
Partnership.
 
(d) Employ attorneys to represent the Partnership.
 
(e) Use its best efforts to maintain the status of the Partnership as a 
partnership for United States Federal income tax purposes.
 
(f) Employ only independent CTAs which are registered pursuant to the 
Commodity Exchange Act to conduct trading and to otherwise establish and 
monitor the trading policies of the Partnership; and the activities of the 
partnership's trading advisor(s) in carrying out those policies.
 
(g) Review, not less often than annually, the brokerage commission rates 
charged to comparable funds to determine that the commission rates paid by 
the Partnership are comparable with such other rates.
 
(h) Have fiduciary responsibility for the safekeeping and use of all funds 
and assets of the Partnership, whether or not in the General Partner's 
immediate possession or control, and the General Partner will not employ or 
permit others to employ such funds or assets in any manner except for the 
benefit of the Partnership.
 
(i) Agree that so long as it remains the sole General Partner of the 
Partnership, it will use its best efforts to maintain the Partnership as a 
limited partnership as required by all applicable laws including, but not 
limited to the requirement of the United States Department of the Treasury, 
Internal Revenue Service, for the sole corporate general partner of a limited 
partnership to maintain its "Net Worth" (as defined below) sufficient to 
establish the sufficient assets test for a sole corporate general partner to 
be liable for the debts of the Partnership.  The General Partner is 
authorized to reach the safe harbor for that test of an amount equal to no 
less than (i) the lesser of $250,000 or 15% of the aggregate capital 
contributions of any limited partnerships (including the Partnership, if 
applicable,) for which it shall act 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 (including the Partnership, if 
applicable,) for which it shall act as general partner and which are 
capitalized at greater than or equal to $2,500,000 by use of promissory notes 
(valued at their fair market value) issued to the General Partner by one or 
more of its principals.   For the purposes of this subparagraph, "Net Worth" 
shall be calculated in accordance with generally accepted accounting 
principles, consistently applied, provided that all current assets shall be 
based on the lower of cost or the then current market value.  The Units owned 
by the General Partner in the Partnership and in other partnerships in which 
it acts as a general partner shall not be included in calculating its Net 
Worth.  A letter of credit may be included.  The requirements of this 
subparagraph (i) may be modified if the General Partner obtains an opinion of 
counsel for the Partnership to effect that a proposed modification will not 
(1) adversely affect the classification of the Partnership as a partnership 
for Federal income tax purposes; (2) will not adversely affect the status of 
the Limited Partners as limited partners under the Act; (3) will not violate 
any applicable state securities or Blue Sky law or any rules, regulations, 
guidelines or statements of policy promulgated or applied thereunder 
including, but not limited to, the net worth required by Section II.B of the 
Guidelines for Registration of Commodity Pool Programs, as adopted in revised 
form by the North American Securities Administrators Association, Inc. as are 
in effect on the date of such proposed modification. (4) or otherwise 
adversely affect the Limited Partners.
 
(j) Maintain a current list of the name, address, and number of Units owned 
by each Limited Partner at the General Partner's principal office.  Such list 
shall be disclosed to any Partner or their representative at reasonable 
times, upon request, either in person or by mail, upon payment, in advance, 
of the reasonable cost of reproduction and mailing. The Partners and their 
representatives shall be permitted access to all other records of the 
Partnership, after adequate notice, at any reasonable time, at the offices of 
the Partnership.  The General Partner shall maintain and preserve such 
records for a period of not less than six (6)years.  

4.5  GENERAL PROHIBITIONS.  The Partnership shall not:

(a) borrow from or loan to any person, except that the foregoing is not 
intended to prohibit the incurring of any indebtedness to a Partner or an 
Affiliate with respect to the offering of Units for sale, Registration, or 
initiation and maintenance of the Partnership's trading positions.
 
(b) commingle its assets with those of any other person, except to the extent 
permitted under the Securities and Exchange Act or the Commodity Exchange Act 
and the regulations promulgated under each.
 
(c) permit rebates or give-ups to be received by the General Partner or any 
Affiliate of the General Partner, or permit the General Partner or any 
Affiliate of the General Partner to engage in reciprocal business 
arrangements which would circumvent the foregoing prohibition; provided, 
however, that an Affiliate or the General Partner may provide goods or 
services, including brokerage, at a competitive cost to the Partnership.
 
(d) engage in the pyramiding of its positions (i.e., the use of unrealized 
profits on existing positions to provide margins for additional positions in 
the same or a related stock or commodity); provided, however, that there may 
be taken into account the Partnership's open trade equity on existing 
positions in determining whether to acquire additional unrelated stock or 
commodity positions.
 
(e) margins of all open positions in all stocks and commodities combined 
would exceed 250% of the partnership's Net Asset Value at the time such 
position would otherwise be initiated.
 
(f) permit churning of the Partnership's trading account for the purpose of 
generating brokerage commissions to any person.
 
(g) directly or indirectly pay or award any finder's fees, commissions or 
other compensation to any persons engaged by a potential limited partner for 
independent investment advice as an inducement to such advisor to advise the 
potential limited partner to purchase Units in the Partnership without the 
knowledge of such potential limited partner.
 
(h) No Partnership funds will be held outside the United States.  The 
Partnership funds committed to trading will be on deposit with and under the 
control of a futures commission merchant regulated pursuant to the Commodity 
Exchange Act, as may be amended, from time to time.  The funds not committed 
to trading will be in investments which are properly registered under the 
United States securities or other financial institution regulations.

4.6  FEES AND EXPENSES.

(a) The Partnership shall pay all Organization Costs and offering Expenses 
incurred in the creation of the Partnership and sale of Units.  The foregoing 
expenses may be paid directly by the Partnership or may be reimbursed by the 
Partnership to the General Partner or an Affiliate of the General Partner.  
Notwithstanding the foregoing, in no event will reimbursement by the 
Partnership to the General Partner for Organization Costs and offering 
Expenses charged to the Partnership exceed an amount equal to 15% of the 
gross proceeds from the sale of Units.  Organization Costs and Offering 
Expenses shall mean those Expenses incurred in connection with the formation, 
qualification and Registration of the Partnership and in distributing and 
processing the Units under applicable Federal and state law,  sales 
commissions, and any other expenses such as:  (i) registration fees, filing 
fees and taxes; (ii) the costs of qualifying, printing, amending, 
supplementing, mailing and distributing the Registration Statement and 
Prospectus; (iii) the costs of qualifying, printing, amending, supplementing, 
mailing and distributing sales materials used in connection with the issuance 
of the Units; (iv) salaries of officers and employees of the General Partner 
and any Affiliate of the General Partner while directly engaged in 
distributing and processing the Units and establishing records therefor; (v) 
rent, travel, remuneration of personnel, telegraph, telephone and other 
expenses in connection with the offering of the Units; (vi) accounting, 
auditing, and legal fees incurred in connection therewith; and (vii) any 
extraordinary expenses related thereto. Organization Costs and Offering 
Expenses do not include salaries, rent, travel, expenses and other items of 
General Partner overhead.
 
(b) All operating expenses of the Partnership shall be billed directly to and 
paid by the Partnership.
 
(c) The General Partner or any Affiliate of the General Partner may be 
reimbursed for the actual costs of any Expense including, but not limited to, 
legal, accounting and auditing services used for or by the Partnership, as 
well as printing and filing fees and extraordinary expenses incurred for or 
by the Partnership; provided, however, the limitations of contained in 
Article X - Exoneration and Indemnification contained in this Agreement will 
apply to restrict the purchase of certain insurance coverage and the 
assumption of the defense of certain claims.
 
(d) The General Partner may establish its compensation, from time to time, 
for its services; provided, however, such charges shall be no more than:
 
    (i) A sales commission of up to six percent (6%) to be established, from 
time to time, by the General Partner, for sales of Units;
 
    (ii) A management fee of one quarter of one per-cent (1/4 of 1%) per 
month (3% per year) of the Net Asset Value of the Partnership, computed and 
paid to the General Partner on the close of business on the last day of each 
month;  
 
    (iii) An incentive fee of up to fifteen percent (15%) of the first one 
hundred percent (100%) of New Net Profit, or less earned upon Capital, and 
prorated to consider the date of deposit of such Capital to the Partnership 
each year.  The incentive fee at the rate of up to fifteen percent (15%) of 
New Net Profit will be paid quarterly. Each trading subaccount established by 
the General Partner shall be considered separately for purposes of incentive 
fee. The incentive fee will be non-refundable; i.e., in the event that the 
Partnership earns substantial New Net Profit during the first month of any 
year and, thereafter, suffers losses, the General Partner will not refund any 
of the profit incentive fee paid for the prior month or months.  However, the 
Partnership will not pay or accrue to the General Partner any further 
incentive fee during that year until such time as the New Net Profit, when 
added to Net Asset Value, after additions, deductions of Redemptions and 
distributions, exceeds the highest Net Asset Value, computed for that year; 
i.e., incentive fees will only be earned and paid or accrued upon New Net 
Profit for that year; and
 
    (iv) A share of the brokerage commissions paid for trades made by the 
Partnership.  Such commissions shall not be more than the average published 
fixed rate per month or per round-turn charged, from time to time, to public 
commodity pools by national brokerage firms for similar trading size, 
frequency, and style.

(e) The General Partner is hereby authorized to employ brokers, attorneys, 
accountants, consultants, and administrative personnel who may be Affiliated 
with the General partner to perform Partnership business at the expense of 
the Partnership.  The General Partner will advance the initial organizational 
expenses, estimated to be $70,000 for the first year, which will be repaid 
payable monthly over the first twenty-four months of operation by the 
Partnership at the rate of no more than 2% of Capital and no more than 15% of 
New Net Profits per year, until paid in full.  After the first year, the 
Partnership will be subject to yearly legal and accounting fees of $18,000 
and $15,000, respectively.
 
(f) The General Partner is hereby authorized, individually or through an 
Affiliate, to employ non-affiliated independent investment and trading 
advisors to all or a portion of the Fund to be paid a management fee of up to 
six percent (6%) of the Net Asset Value assigned to such advisor per year and 
an incentive fee of up to fifteen percent (15%) on New Net Profit earned by 
such advisor. All incentive fees may be prorated and paid quarterly.  

4.7  ACTIVITIES OF PARTNERS.

(a) The General Partner and its Affiliates shall devote to the Partnership 
only such time as shall be reasonably required to fulfill their 
responsibilities hereunder.
 
(b) Any Partner may, notwithstanding the existence of this Agreement, engage 
in whatever other activities they may choose, whether the same be competitive 
with the Partnership or otherwise, without having or incurring any obligation 
or conflict of interest in such activities with the Partnership or to any 
party hereto.  The Partners are specifically authorized to deal with other 
partnerships and to acquire interests in positions and trading without having 
to offer participation therein to the Partnership or the other Partners.  
Neither this Agreement nor any activities undertaken pursuant hereto shall 
prevent any Partner, including the General Partner and its Affiliates and 
their officers, directors and employees, from engaging in the trading 
contemplated by this Partnership individually, jointly with others, or as a 
part of any other association to which any of them are or may become parties, 
in the same trades as the Partnership, or require any of them to permit the 
Partnership, the General Partner or any other Partner to participate in any 
of the foregoing.  As a material part of the consideration for each party's 
execution hereof, each Partner hereby waives, relinquishes and renounces any 
such right or claim of conflict of interest and participation from any other 
Partner.
 
(c) The General Partner is a corporation which was formed on October 15, 
1996, and neither it nor its principals have any prior experience in the 
management of a partnership which trades commodity futures or options, or any 
other securities. The past and future results of trading by the principals of 
the General Partner, both within and without the partnership, will be 
confidential and not disclosed to the other Partners.  Such positions taken 
by the principals may be the same as or different from any positions taken by 
the General Partner or any advisor to the Fund.  Nothing in this Section, or 
elsewhere in the Partnership Agreement, shall permit the General Partner to 
violate its fiduciary or legal obligations to the Partnership.
 
4.8  CONFLICTS OF INTEREST.  Significant actual and potential conflicts of 
interest exist in the structure and operation of the Partnership.  The 
General Partner has used its best efforts to identify and describe all 
potential conflicts of interest which may be present under this heading and 
elsewhere in the Partnership's Prospectus and the Exhibits attached thereto.  
Prospective investors should consider that the General Partner intends to 
assert that Partners have, by subscribing to the Partnership, consented to 
the existence of such potential conflicts of interest as are described in 
this Agreement and the Prospectus and its Exhibits, in the event of any claim 
or other proceeding against the General Partner, any principal of the General 
Partner, the CTAs, any Principal of the CTAs, the Partnership's FCM, or any 
principal of the FCM, the Partnership's IB or any principal or any Affiliate 
of any of them alleging that such conflicts violated any duty owed by any of 
them to said subscriber.  Specifically, the Selling Agent is Affiliated with 
the principal of the General Partner and, therefore, no independent due 
diligence of the Partnership or the General Partner will be made by a 
National Association of Securities Dealers, Inc. member. 

(a) MANAGEMENT OF OTHER EQUITY AND FOR THEIR OWN ACCOUNTS BY THE GENERAL 
PARTNER, THE CTAs, AND THEIR PRINCIPALS.  The right of both Ms. Shira Del 
Pacult, the principal of the General Partner, and the General Partner to 
manage and the actual management by the CTAs of accounts they or their 
Affiliates own or control and other commodity accounts and pools presents the 
potential for conflicts of interest.  There is no limitation upon the right 
of Ms. Pacult, the General Partner, the CTAs, or any of their Affiliates to 
engage in trading commodities for their own account. It is possible for these 
persons to take their positions in their personal accounts prior to the 
orders they know they are going to place for the money they manage for 
others.  The General Partner will obtain representations from all of these 
persons and their Affiliates that no such prior orders will be entered for 
their personal accounts.  The Partnership's CTAs will be effecting trades for 
his own accounts and for others (including other commodity pools in 
competition with this Pool) on a discretionary basis.  It is possible that 
positions taken by the CTAs for other accounts may be taken ahead of or 
opposite positions taken on behalf of the Partnership.  The General Partner 
and its principal, should they form other commodity pools, and the CTAs may 
have financial incentives to favor other accounts over the Partnership.  In 
the event the General Partner, any of its principal, or any CTA, or any of 
their principals trade for their own account, such trading records shall not 
be made available for inspection.  The General Partner and its principal do 
not presently intend to engage in trading for their own account.  The CTAs do 
intend to trade for their own account.  Any trading for their personal 
accounts by the General Partner, any commodity trading advisor selected to 
trade for the Partnership or any of their principals could present a conflict 
of interest in regard to position limits, timing of the taking of positions 
or other similar conflicts.  The result to the Partnership would be a 
reduction in the potential for profit should the entry or exit of positions 
be at unfavorable prices by virtue of position limits or entry of other 
trades in front of the Partnership trades by the General Partner or CTAs 
responsible for the management of the Partnership.

(b) POSSIBLE RETENTION OF VOTING CONTROL BY THE GENERAL PARTNER.  There is no 
limit upon the number of Units in the Partnership the General Partner and its 
principal and Affiliates may purchase.  It will be possible for them to vote, 
individually or as a block, to create a conflict with the best interests of 
the Partnership, in regard to the selection of commodity trading advisors 
which do not trade frequently to protect the nine percent (9%) fixed 
commission paid by the Partnership to the General Partner.


(c) GENERAL PARTNER TO REMAIN AGAINST POSSIBLE BEST INTEREST OF PARTNERSHIP.  
The General Partner's financial interest in the operation of the Partnership, 
creates a disincentive for it to voluntarily replace itself, even if such 
replacement would be in the best interest of the Partnership.  

(d) FEES AND CHARGES TO THE PARTNERSHIP PAID TO GENERAL PARTNER NOT 
NEGOTIATED.  The three percent (3%) management fee to the General Partner and 
the amount of the fixed commission of nine percent (9%) per year in lieu of 
round-turn brokerage commissions, payable to the IB that is Affiliated with 
the principal of the General Partner, have not been negotiated at arm's 
length.  The General Partner has a conflict of interest between its 
responsibility to manage the Partnership for the benefit of the Limited 
Partners and the General Partner's interest in receiving the management fee 
and the IB Affiliated with the principal of the General Partner receiving the 
difference between the fixed commission charged the Partnership and the 
actual transaction costs incurred by the FCM as a result of the frequency of 
trades entered by the CTAs.  See "Charges to the Partnership" in the 
Partnership's Prospectus.  The General Partner will select the CTAs to manage 
the Partnership assets and the CTAs determine the frequency of trading.  
Because the IB Affiliated with the General Partner will receive the 
difference between the brokerage commissions and other costs which will be 
paid on behalf of the Partnership and the fixed commission, the General 
Partner's best interests are served if it selects trading advisors which will 
trade the Partnership's Net Assets assigned to them in a way to minimize the 
frequency of trades to maximize the difference between the fixed commission 
and the round-turn commissions and other costs to trade charged by the FCM; 
i.e., it is in the best interest of the General Partner to reduce the 
frequency of trading rather than concentrate on the expected profitability of 
the CTAs without regard to frequency of trades.  This conflict is offset by 
the fact the General Partner does not select any of the trades and the CTAs 
is  paid an incentive of 15% of New Net Profits.  The arrangements between 
the General Partner and  the Partnership with respect to the payment of the 
commissions are consistent in cost with arrangements other comparable 
commodity pools have made to clear their trades.  These arrangements are fair 
to the Partnership and its investors because the General Partner has assumed 
the risk of frequency of trading, up to a maximum of three times the normal 
rate by the CTAs and has assumed all liability for the payment of trailing 
commissions.

(e) CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE.  Certain actual and 
potential conflicts of interest do exist in the structure and operation of 
the Partnership which must be considered by investors before they purchase 
Units in the Partnership.  See "Risk Factors", and "Conflicts of Interest" in 
the Partnership's Prospectus.  In addition, the Selling Agent is Affiliated 
with the principal of the General Partner and, therefore, no independent due 
diligence of the offering will be conducted for the protection of the 
investors.  The General Partner has taken steps to insure that the 
Partnership equity is held in segregated accounts at the banks and futures 
commission merchant selected and has otherwise assured the Selling Agent that 
all money on deposit is in the name of and for the beneficial use of the 
Partnership.

(f) GENERAL PARTNER TO DISCOURAGE REDEMPTIONS.  The General Partner has an 
incentive to withhold distributions and to discourage Redemption because the 
General Partner receives compensation based on the Net Asset Value of the 
Partnership assigned to the CTAs to trade. 

(g) HIGH RISK TRADING BY THE CTAs TO GENERATE INCENTIVE FEES.  As a general 
rule, the greater the risk assumed, the greater the potential for profit.  
Because the CTAs are compensated by the General Partner based on 15% of the 
New Net Profit of the Partnership, it is possible that the CTAs will select 
trades which are otherwise too risky for the Partnership to assume to earn 
the 15% incentive fee on the profit should that ill-advised speculative trade 
prove to be profitable.  

(h) IB AFFILIATED WITH THE GENERAL PARTNER TO RETAIN A SHARE OF THE 
COMMISSIONS.  The Partnership will pay a fixed brokerage commission of 9% per 
year, payable monthly to Futures Investment Company, an  introducing broker 
Affiliated with  the General Partner.  Futures Investment Company will retain 
so much of the fixed brokerage commission as remains after payment of the 
round turn brokerage commissions to the Futures Commission Merchant and the 
6% per year trailing commissions to the associated persons who service the 
Partners' accounts in the Partnership.  Because the principal of the General 
Partner, Ms. Shira Pacult, is also a principal in the IB and the Selling 
Agent, there is a likelihood that the Partnership will continue to retain the 
IB even though other IB's may be available to provide better service to the 
Partners and their accounts.

(i) NO RESOLUTION OF CONFLICTS PROCEDURES.  As is typical in many futures 
partnerships, the General Partner has not established formal procedures, and 
none are expected to be established in the future, to resolve the potential 
conflicts of interest which may arise.  It will be extremely difficult, if 
not impossible, for the General Partner to assure that these and  future 
potential conflicts will not, in fact, result in adverse consequences to the 
Partnership or the Limited Partners.  The foregoing list of risk factors and 
conflicts of interest is complete as of the date of this Prospectus, however, 
additional risks and conflicts may occur which are not presently foreseen by 
the General Partner.  Investors are not to construe this Prospectus as legal 
or tax advice.  Before determining to invest in the Units, potential 
investors should read this entire Agreement as well as the Partnership's 
Prospectus and the subscription agreement, and consult with their own 
personal legal, tax, and other professional advisors as to the legal, tax, 
and economic aspects of a purchase of Units and the suitability of such 
purchase for them.  See "Investor Suitability" in the Partnership's 
Prospectus.  

(j) INTERESTS OF NAMED EXPERTS AND COUNSEL.  The General Partner has employed 
The Scott Law Firm, P.A. to prepare this Prospectus, provide certain tax 
advice and opine upon the legality of the issuance of the Units.  Neither the 
Law Firm nor its principal, nor any accountant or other expert employed by 
the General Partner to render advice in connection with the preparation of 
the Prospectus or any documents attendant thereto, have been retained on a 
contingent fee basis nor do they have any present interest or future 
expectation of ownership in the Partnership or its General Partner or the 
Underwriter or the CTAs or the IB or the FCM. 

4.9  LIMITATION OF POWERS.  Without concurrence of a Majority in Interest, 
the General Partner may not:

(a) Amend this Agreement except for those amendments which do not adversely 
affect the rights of the Limited Partners.

(b) Voluntarily withdraw as a General Partner.

(c) Appoint a new General Partner or additional general partners; provided, 
however, additional general partners may be appointed without obtaining the 
consent of a Majority in Interest if the addition of such person is necessary 
to preserve the tax status of the Partnership as a partnership and not as a 
corporation; and such additional general partner has no authority to manage 
or control the Partnership and the admission of such additional general 
partner does not materially adversely affect the Limited Partners. 

(d) Sell all or substantially all of the Partnership assets other than in the 
ordinary course of business.

(e) Cause the merger or other reorganization of the Partnership.

(f) Dissolve the Partnership other than because of an event, which by law, 
requires such dissolution.

                                  ARTICLE V

                Rights and Obligations of Limited Partners

5.1  LIMITATION OF LIABILITY.  No Limited Partner shall be personally liable 
for any of the debts of the Partnership or any of the losses thereof.  
However, the amount committed by him to the Capital of the Partnership and 
his interest in Partnership assets shall be subject to liability for 
Partnership debts and obligations.  Limited Partners may be liable to repay 
any wrongful distribution of profits to them and may be liable for 
distributions (with interest thereon) considered to be a return of Capital if 
necessary to satisfy creditors of the Partnership.

5.2  NO MANAGEMENT RIGHTS.  No Limited Partner shall take part in the 
management of the business of the Partnership or transact any business for 
the Partnership.  No Limited Partner, as such, shall have the power to sign 
for or to bind the Partnership.

5.3  CERTAIN RIGHTS.  Provided the following, does not either (i) subject the 
Limited Partners to unlimited liability or (ii) subject the Partnership to be 
taxable as a Corporation for purposes of Federal Income tax laws, the 
Partners, by a vote of a Majority in Interest, without the necessity for 
concurrence by the General Partner, shall have the following rights in 
addition to those granted elsewhere in this Agreement:

(a) Amend the Partnership Agreement; provided, however, any amendment which 
modifies the compensation or distributions to the General Partner or which 
affects the duties of the General Partner requires the consent of the General 
Partner. 
 
(b) The General Partner may be removed and a new General Partner elected in 
accordance with the terms of this Agreement.
 
(c) Cancel any contract for services with the General Partner, without 
penalty, upon 60 days written notice; provided, however, the maximum period 
of any contract between the General Partner and the Partnership is one year; 
and, provided further, should any amendment to this Partnership Agreement 
attempt to modify the compensation or distributions to which the General 
Partner is entitled or which affects the duties of the General Partner, such 
amendment will become effective only upon the consent of the General Partner. 
 
(d) The right to approve, prior to sale, the sale or distribution, outside 
the ordinary course of business, of all or substantially all of the assets of 
the Partnership.

(e) Dissolve the Partnership.
 
(f) Any material changes in the Partnership's basic investment policies 
identified in Article III including, but not limited to, the speculation and 
trade in commodity futures, forward futures contracts, and options upon those 
contracts both within and without the United States or the structure of the 
Partnership as a limited partnership requires prior written notification of a 
meetings which identifies the purpose of the meeting and the approval by a 
vote of the Majority in Interest of the Partners. 

5.4  GENERAL PARTNER ACTION WITHOUT LIMITED PARTNER APPROVAL.

Notwithstanding anything in this Agreement, particularly section 5.3, to the 
contrary, the General Partner may amend this Agreement without any vote, 
consent, approval, authorization or other action of any other Partner and 
without notice to any other Partner to:
 
(a) add to the representations, duties or obligations of the General Partner 
or its Affiliates or surrender any right or power granted to the General 
Partner or its Affiliates in this Agreement for the benefit of the Limited 
Partners;
 
(b) cure any ambiguity, correct or supplement any provision in this Agreement 
which may be inconsistent with any other provision in this Agreement, or make 
any other provisions with respect to matters or questions arising under this 
Agreement which will not be inconsistent with the intent of this Agreement;
 
(c) delete or add any provision of this Agreement required to be so deleted 
or added by the staff of the Securities and Exchange Commission, or by a 
state securities law administrator or similar such official, which addition 
or deletion is deemed by such official to be for the benefit or protection of 
the Limited Partner or does not have a material adverse effect on the Limited 
Partners generally or the Partnership;
 
(d) reflect the withdrawal, expulsion, addition or substitution of Partners;
 
(e) reflect the proposal, promulgation or amendment of Regulations under Code 
section 704, or otherwise, to preserve the uniformity of interest in the 
Partnership issued or sold from time to time, if, in the opinion of the 
General Partner, the amendment does not have a material adverse effect on the 
Limited Partners generally;
 
(f) elect for the Partnership to be bound by any successor statute to the 
Act, if, in the opinion of the General Partner, the amendment does not have a 
material adverse effect on the Limited Partners generally;
 
(g) conform this Agreement to changes in the Act or interpretations thereof 
which, in the exclusive desecration of the General Partner, it believe 
appropriate, necessary or desirable, if, in the General Partner's reasonable 
opinion, such amendment does not have a materially adverse effect on the 
Limited Partners generally or the Partnership;
 
(h) change the name of the Partnership;
 
(i) conform the provisions of this Agreement to any applicable requirements 
of Federal of state law which, in the exclusive discretion of the General 
Partner, it believes appropriate, necessary or desirable, if, in the General 
Partner's reasonable opinion, such amendment does not have a material adverse 
effect on the Limited Partners generally or the Partnership; and
 
(j) make any change which, in the exclusive discretion of the General 
Partner, is advisable to qualify or to continue the qualification of the 
Partnership as a limited partnership or a partnership in which the Limited 
Partners have limited liability under the laws of any state or that is 
necessary or advisable, in the exclusive discretion of the General Partner, 
so that the Partnership will not be treated as an association taxable as a 
corporation for Federal income tax purposes.  

5.5  EXPULSION OF LIMITED PARTNERS. Anything herein to the contrary 
notwithstanding, 

(a)  no Partner, including any corporation, partnership, trust or other 
entity may, at any time, have an ownership percentage of ten percent or more 
of the aggregate ownership percentages of the Limited Partners.  If, at any 
time, the General Partner determines that any Limited Partner has an 
ownership percentage of ten percent or more, the Partnership may, in the 
General Partner's exclusive discretion, cause a Redemption by that  Limited 
Partner of the number of Units necessary or advisable to reduce that Limited 
Partner's ownership percentage to less than ten percent.  The Redemption 
shall be effective as of the next Redemption date or such other Redemption 
date, at the discretion of the General Partner. 

(b)  the General Partner has the right, in its sole discretion, to raise or 
lower the minimum investment in the Partnership required for the admission or 
retention of Units in the Partnership by a Partner.  In the event the General 
Partner does raise the minimum investment in the Partnership to an amount in 
excess of any Partners Capital account, the Partnership shall provide notice 
to the Partner of such event and allow the Partner 30 days to raise the 
Capital account for that Partner to such raised amount, or more.  In the 
event the Partner does not so raise his Capital account to such minimum 
amount, the Partner shall be deemed to have elected to withdraw from the 
Partnership and all of his Units shall be redeemed at the next redemption 
date as provided in this Agreement.

5.6  NOTIFICATION.  Notice shall be sent to each Partner within seven 
business days from the date of:

(a)  any decline in the Net Asset Value Per Unit to less than 50% of the Net 
Asset Value on the last Valuation Date;
 
(b)  any material change in contracts with the FCM or CTA including, but not 
limited to, any change in CTAs or any modification in connection with the 
method of calculating the incentive fee;
 
(c) any other material change affecting the compensation of the General 
Partner, FCM, CTA or any Affiliated party;

5.7  NOTIFICATION CONTENTS.

(a) a material change related to brokerage commissions shall not be made 
until notice is given and the Partners, after such notice, have the 
opportunity to Redeem pursuant to Article IX;
 
(b) in addition, in regard to all other changes, the required notification 
shall describe the change in detail, include a description of the Partners' 
Redemption rights pursuant to Article IX and voting rights pursuant to this 
Article V and a description of any material effect such changes may have on 
the interests of the Partners.

5.8  EXERCISE OF RIGHTS.  Upon receipt of a written request, executed by the 
holders of Units aggregating ten percent (10%) or more of the Units, for a 
vote upon and to take action with respect to any rights of the Partners under 
this Agreement, together with a check for the costs to distribute the request 
to all of the Partners, the General Partner shall call a meeting of all 
Partners of the Partnership in the time and manner as provided in Section 8.7 
hereof.

5.9  EXAMINATION OF BOOKS AND RECORDS.  A Limited Partner shall have the 
right to examine the books and records of the Partnership at all reasonable 
times, including the right to have such examination conducted at his sole 
expense by any reasonable number of representatives.  Notwithstanding the 
foregoing, the General Partner may keep and withhold the names of the other 
Partners, specific trading and other designed information confidential from 
the Partners.

                                 ARTICLE VI

                  Assignment of Limited Partnership Units;
                       Admission of Limited Partners

6.1  RESTRICTION ON ASSIGNMENT.  A Partner may not assign or transfer some or 
all of his Units in the Partnership without the written consent of the 
General Partner; provided, however, that in no event may an assignment be 
made or permitted until after two years from the date of purchase of such 
assigned or transferred Units(s) by said Partner; and, provided, further, 
that full Units must be assigned and the assignor, if he is not assigning all 
of his Units, will retain more than five Units.  Any such assignment shall be 
subject to all applicable securities, commodity, and tax laws and the 
regulations promulgated under each such law.  The General Partner shall 
review any proposed assignment and shall withhold its consent in the event it 
determines, in its sole discretion, that such assignment could have an 
adverse effect on the business activities or the legal or tax status of the 
Partnership. 

6.2  QUALIFIED PLAN RESTRICTIONS.  In no event shall a Partner be entitled to 
transfer all or part of a Partnership interest if, under applicable United 
States Department of Labor regulations, such transfer would result in 
Partnership interests, excluding the interests of the General Partner, valued 
at or in excess of twenty-five percent of the value of all outstanding 
Partnership interests, excluding the interests of the General Partner, being 
held by the following persons or entities:

(a) employee benefit plans (as defined in section 3(3) of the Federal 
Employee Treatment Income Security Act of 1974, as amended ("ERISA"), whether 
or not such plans are subject to the provisions of Title I of ERISA,
 
(b) plans described in section 4975 (e)(1) of the Code, and
 
(c) entities (such as a common or collective trust funds of a bank) whose 
underlying assets include plan assets by reason of a plan's investment in the 
entity.

6.3  DOCUMENTATION OF ASSIGNMENT.  The General Partner shall furnish to the 
assigning Limited partner a proper form to duly effect such assignment.  The 
General Partner shall not be required to recognize any assignment and shall 
not be liable to the assignee for any distributions made to the assigning 
Limited Partner until the General Partner has received such form of 
assignment, properly executed with signature guaranteed, together with the 
Certificate of Ownership originally issued to the Limited Partner (or an 
indemnity bond in lieu therefor) and such evidence of authority as the 
General Partner may reasonably request and the General Partner shall have 
accepted such assignment.

                                ARTICLE VII

               Accounting Records, Reports and Distributions

7.1 DISTRIBUTIONS.  Each Partner will have a Capital account, and its initial 
balance will be the amount the Partner paid for the Partner's Units.  The Net 
Assets of the Partnership will be determined monthly, and any increase or 
decrease from the end of the preceding month will be added to or subtracted 
from the accounts of the Partners in the ratio that each account bears to all 
accounts.  Distributions from profits or Capital will  be made solely at the 
discretion of the General Partner. 

7.2  BOOKS OF ACCOUNT.  Proper books of account shall be kept and there shall 
be entered therein all transactions, matters and things relating to the 
Partnership's business as required by applicable law and the regulations 
promulgated thereunder and as are usually entered into books of account kept 
by persons engaged in business of like character.  The books of account shall 
be kept at the principal office of the General Partner and each Limited 
Partner (or any duly constituted agent of a Limited Partner) shall have, at 
all times during reasonable business hours, free access, subject to rules of 
confidentiality established by the General Partner, the right to inspect and 
copy the same.  Such books of account shall be kept on an accrual basis.  A 
Capital account shall be established and maintained from each Partner, as set 
forth above.

(a) Each Partner shall be furnished as of the end of each Fiscal Year with 
(1) annual financial statements, audited by a certified public accountant, 
within 90 days from the end of such year; together with such other reports 
(in such detail) as are required to be given to Partners by applicable law, 
specifically, annual and periodic reports will be supplied by the General 
Partner to the other Partners in conformance with the provisions of CFTC 
regulations for Reporting to Pool Participants, 17 C.F.R. Section 4.22, as 
amended, from time to time, and, (2) any other reports or information which 
the General Partner, in its sole discretion, determines to be necessary or 
appropriate.
 
(b) Appropriate tax information (adequate to enable each Partner to complete 
and file his Federal tax return) shall be delivered to such Partner no later 
than January 31 following the end of each Calendar Year.

7.3  CALCULATION OF NET ASSET VALUE.  Net Asset Value shall be calculated 
daily and reports delivered to Partners as of the last day of each month by 
the 20th of the following month.  Upon request, the General Partner shall 
make available to any Partner the Net Asset Value per Unit.

7.4  MAINTENANCE OF RECORDS.  The General Partner shall maintain all records 
as required by law including, but not limited to, (1) all books of account 
required by paragraph 7.1 of this Article VII; and, (2) a record of the 
information obtained to indicate that a Partner meets the applicable investor 
suitability standards.
 
7.5  TAX RETURNS  The General Partner shall cause tax returns for the 
Partnership to be prepared and timely filed with the appropriate authorities.  
The General Partner shall cause the Partnership to pay any taxes payable by 
the Partnership; provided, however, that the General Partner shall not be 
required to cause the Partnership to pay any tax so long as the General 
Partner or the Partnership shall be in good faith and by appropriate means 
contesting the applicability, validity or amount thereof and such contest 
shall not materially endanger any right or interest of the Partnership.

7.6  TAX ELECTIONS  The General Partner shall from time to time, make such 
tax elections or allocations deemed necessary or desirable to carry out the 
business of the Partnership or the purposes of this Agreement.  The General 
Partner shall be authorized to perform all duties imposed by Sections 6221 
through 6232 of the Internal Revenue Code on the General Partner as "tax 
matters partner" of the Partnership, including, but not limited to, the 
following: (i) the power to conduct all audits and other administrative 
proceedings with respect to Partnership tax items; (ii) the power to extend 
the statute of limitations for all Limited Partners with respect to 
Partnership tax items; (iii) the power to file a petition with an appropriate 
federal court for a review of a final Partnership administrative adjustment; 
and, (iv) a power of attorney on behalf of each Limited Partner having less 
than a 1% interest in the Partnership to enter into a settlement with the 
Internal Revenue Service on behalf of, and binding upon, those Limited 
Partners unless any said Limited Partner shall have notified the Internal 
Revenue Service and the General Partner, within 30 days of service of the 
notice of claim up said Limited Partner, that the General Partner may not act 
on such Limited Partner's behalf. 

                               ARTICLE VIII

                   Amendments of Partnership Agreement

8.1  RESTRICTION ON AMENDMENTS.  No amendment to this Agreement shall be 
effective or binding upon the partners unless the same shall have been 
approved by a Majority in Interest of the Partners; provided, however, the 
General Partner may adopt amendments without such approval which are, in the 
sole judgment of the General Partner, deemed necessary or desirable to 
maintain the business or limited partnership or other favorable tax status of 
the Partnership, or permit a Public Offering of the Units, or to maintain the 
Partnership and the General Partner and its principals in compliance with the 
laws which govern the business, including the requirements of any self 
regulatory organization, or to substitute or add persons as Limited Partners.

8.2  ADMISSION OF ADDITIONAL PARTNERS.  At any time, the General Partner may, 
in its sole discretion and subject to applicable law, admit additional 
Partners.  Each newly admitted Partner shall contribute cash equal to the Net 
Asset Value Per Unit of the Partnership for each Unit to be acquired.  The 
terms of any additional offering may be different from the terms of the 
initial offering.  All expenses of any such additional offering shall be 
borne by the either the Partnership or the subscribers thereto, as determined 
in the sole discretion of the General Partner.  Pursuant to Article VI, the 
General Partner may consent to and admit any assignee of Units as a 
substituted Partner.  There is no maximum aggregate amount of Units which may 
be offered and sold by the Partnership or on the amount of contributions 
which may be received by the Partnership.

8.3  TERMINATION OF OFFERINGS; ADDITIONAL OFFERINGS.  Notwithstanding 
anything stated herein to the contrary, the General Partner may from time to 
time, in its sole discretion, limit the number of Units to be offered, 
terminate any offering of Units, or register additional Units and/or make 
additional public or private offerings of Units.  No Limited Partner shall 
have any preemptive, preferential or other rights with respect to the 
issuance or sale of any additional Units.  No Limited Partner shall have the 
right to consent to the admission of any additional Limited Partners.  

8.4  NOTICE OF RESTRICTED TRANSFER.  Each certificate of Limited Partnership 
shall be subject to and contain the following notice: 

THE LIMITEDPARTNER MUST DETERMINE IF THE PARTNERSHIP INTERESTS REPRESENTED BY 
THIS LIMITED PARTNERSHIP AGREEMENT MAY BE TRANSFERRED IN ACCORDANCE WITH 
APPLICABLE FEDERAL AND STATE LAWS AND REFERENCE MUST BE MADE TO THE OFFERING 
DOCUMENTATION AND LEGAL COUNSEL CHOSEN BY THE INVESTOR TO DETERMINE THE RIGHT 
OF THE INVESTOR TO RESELL THE UNITS EVIDENCED HEREBY. THESE LIMITED 
PARTNERSHIP INTERESTS SHALL NOT BE TRANSFERABLE BY THE REGISTERED HOLDER 
EXCEPT BY CONSENT OF THE GENERAL PARTNER AND AS OTHERWISE PROVIDED INTHE 
PARTNERSHIP AGREEMENT AND UPON THE ISSUANCE OF A FAVORABLE OPINION OF COUNSEL 
FOR THE LIMITED PARTNERSHIP, AND/OR SUBMISSION TO THE LIMITED PARTNERSHIP OF 
SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE LIMITED PARTNERSHIP, THAT 
SUCH TRANSFER WILL NOT  BE IN VIOLATION OF THEUNITED STATES SECURITIES ACT OF 
1933, AS AMENDED, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, AND 
APPLICABLE STATE SECURITIES LAWS.

8.5  MEETINGS OF PARTNERS.  Upon receipt of a written request, together with 
the costs to distribute such request to all Partners, executed by Partners 
holding ten percent (10%) or more of the Units, for the calling of a meeting 
of the Partners or should the General Partner desire a meeting for any 
purpose, the General Partner shall, within fifteen (15) days thereafter, 
provide written notice, either in person or by certified mail, after the date 
of receipt of said notice.  Such written notice shall state the purpose of 
the meeting, specify a reasonable time, place, and date, which shall be not 
less than thirty (30) or more than sixty (60) days thereafter.  An Amendment 
shall be adopted and binding upon all parties hereto if a Majority in 
Interest of the Partners vote for the adoption of such amendment.  Partners 
may vote in person or by written proxy delivered to any such meeting.  
Meetings of Partners may also be held by conference telephone where all 
Partners can hear one another.

8.6  RIGHT OF GENERAL PARTNER TO RESIGN.  The General Partner may resign or 
assign any portion of its interest in the Partnership at anytime to a third 
party and become a Limited Partner with respect to the balance of its 
interest in the Partnership, if any, if it provides one hundred twenty (120) 
days prior written notice to all other Partners of its intention to resign 
and states in such notice the name of the intended assignee who is to become 
substitute General Partner and the information reasonably appropriate to 
enable the Partner to decide whether or not to approve the substitution or, 
in the alternative, provide that the partners must elect a successor general 
partner.  In the event of the voluntary withdrawal by the General Partner, 
the General Partner shall pay the legal fees, recording fees and all other 
expenses incurred as a result of its withdrawal.  Upon resignation, the 
General Partner shall be paid the items identified in Section 8.7 below.

8.7  AMENDMENT INVOLVING SUCCESSOR GENERAL PARTNER.  Should a resignation or 
an amendment to the Agreement provide for a change in the general partner 
upon the conditions provided in this Agreement, the election and admission of 
a person or persons as a successor or successors to the General Partner, 
shall require the following conditions: the General Partner shall retire and 
withdraw as General Partner and the Partnership business shall be continued 
by the successor general partner or general partners, and such amendment 
shall expressly provide that on or before the effective date of removal.

(a) The General Partner shall be permitted to Redeem 100% of its Units ten 
(10) days prior to the effective date of its removal in cash equal to the Net 
Asset Value of such General Partner's interest in the Partnership.
 
(b) The Partnership shall pay to the removed General Partner an amount equal 
to the Appraised Value of such General Partner's assets to be transferred to 
the successor General Partner to enable the successor to continue the 
business of the Partnership.  The Appraised Value of the withdrawing General 
Partner's interest in the Partnership shall equal such General Partner's 
interest in the sum of (1) the Expenses advanced by the General Partner to 
the Partnership, (2) all cash items, (3) all prepaid expenses and accounts 
receivable less a reasonable discount for doubtful accounts, and (4) the net 
book value of all other assets, unless the withdrawing General Partner of the 
successor General Partner believes that the net book value of an asset does 
not fairly represent its fair market value in which event such General 
Partner shall cause, at the expense of the Partnership, an independent 
appraisal to be made by a person selected by the General Partner with 
approval of a Majority in Interest of the Partners to determine its value.
 
(c) The successor General Partner or Partners shall indemnify the former 
General Partner for all future activities of the Fund.

                                 ARTICLE IX

                  Dissolution, Liquidation and Redemption

9.1  DISSOLUTION.  The Partnership shall be dissolved, and shall terminate 
and wind-up its affairs, upon the first to occur of the following:

(a) the affirmative vote of a Majority in Interest of the Partners adopting 
an amendment to this Agreement providing for the dissolution of the 
Partnership;
 
(b) the sale, exchange, forfeiture or other disposition of all or 
substantially all the properties of the Partnership out of the ordinary 
course of business;
 
(c) the resignation of the General Partner after one hundred twenty days 
notice to the Partners, of the bankruptcy, insolvency or dissolution, or 
failure of the General Partner to maintain sufficient Net Worth to qualify 
the Partnership as a partnership for Federal Income Tax purposes or as 
required by the NASAA Guidelines in effect at the time the Units were sold, 
without a successor, promptly after any such event, but in no event beyond 
one hundred twenty (120) days after the effective date of such event;
 
(d) at 11:59 p.m. on the day which is twenty-one (21) years from the date of 
this Agreement; or
 
(e) any event which legally dissolves the Partnership.

9.2  EFFECT OF LIMITED PARTNER STATUS. The death, legal disability, 
bankruptcy, insolvency, dissolution, or withdrawal of any Limited Partner 
shall not result in the dissolution or termination of the Partnership, and 
such Limited Partner, his estate, custodian or personal representative shall 
have no right to withdraw or value such Limited Partner's interest in the 
Partnership except as provided in Paragraph 9.3.  Each Limited Partner (any 
assignee thereof) expressly agrees that the provisions of the Act, as 
amended, titled "Powers of Legal Representative or Successor of Deceased, 
Incompetent, Dissolved or Terminated Partner", shall not apply to his 
interest in the Partnership and expressly waives any rights and benefits 
thereunder.  Each Limited Partner (and any assignee of such Partner's 
interest) expressly agrees that in the event of his death, that he waives on 
behalf of himself and his estate, and he directs the legal representative of 
his estate and any person interested therein to waive the furnishing of any 
inventory, accounting or appraisal of the assets and any right to an audit or 
examination of the books of the Partnership.  The General Partner may assign, 
sell, or otherwise dispose of all or any portion of its shares of common 
stock without any legal effect upon the operation of the Partnership and no 
Limited Partner may object to any such transfer.

9.3  LIQUIDATION. Upon the termination and dissolution of the Partnership, 
the General Partner (or in the event the dissolution is caused by the 
dissolution or the cessation to exist as a legal entity of the General 
Partner, voluntary withdrawal, bankruptcy or insolvency, such person as the 
Majority in Interest of the Partners may select) shall act as liquidating 
trustee and shall take full charge of the Partnership assets and liabilities. 
Thereafter, the business and affairs of the Partnership shall be wound up and 
all assets shall be liquidated as promptly as is consistent with obtaining 
the fair value thereof, and the proceeds therefrom shall be applied and 
distributed in the following order:  (i) to the expenses of liquidation and 
termination and to creditors, including the General Partner, in order or 
priority as provided by law, and (ii) to the Partners pro rata in accordance 
with his or its Capital account, less any amount owed by such Partner to the 
Partnership.

9.4  RETURN OF CAPITAL CONTRIBUTION SOLELY OUT OF ASSETS.  A Partner shall 
look solely to the properties and assets of the Partnership for the return of 
his Capital Contribution, and if the properties and assets of the Partnership 
remaining after the payment or discharge of the debts and liabilities of the 
Partnership are insufficient to return his Capital Contribution, he shall 
have no recourse against the General Partner or any other Limited Partner for 
that purpose.

9.5  REDEMPTION.  A Partner (including any approved assignee who becomes a 
Limited Partner) may withdraw any part or all of his Capital Contribution and 
undistributed profits, if any, by requiring the Partnership to redeem any or 
all of his Units at the Net Asset Value thereof (such withdrawal being herein 
referred to as "Redemption").  Redemption shall be effective as of the last 
day of the period established, from time to time, by the General Partner for 
Redemptions.  Such Redemptions shall be no less often than quarterly;  
provided, however, Redemption may be deferred until after the lapse of six 
months from the date of purchase of the Units.

9.6  REDEMPTION PROCEDURES.  Redemption shall be after all liabilities, 
contingent, accrued, reserved in amounts determined by the General Partner 
have been deducted and there remains property of the Partnership sufficient 
to pay the Net Unit Value as defined in Paragraph 1.3(b).  As used herein, 
"request for Redemption: shall mean a letter mailed or delivered by a Partner 
and received by the General Partner at least 10 days in advance of the 
effective date for which Redemption is requested.  Upon Redemption, a Partner  
shall receive, on or before the last day of the following month, an amount 
equal to the Net Unit Value per Unit redeemed as of the date for which the 
request for Redemption was received, less accrued expenses and any amount 
owed by such Partner to the Partnership. Redemption is subject to a 
Redemption fee to be paid by the Partners as provided below; provided, 
however, no Partner other than the initial Limited Partner, may redeem any 
Units until the last day of the sixth month after the commencement of 
trading.   All Redemption requests shall be subject to the following:

(a) Under special circumstances including, but not limited to, the inability 
to liquidate positions as of such Redemption date or default or delay in 
payments due the Partnership from banks, brokers, or other persons, the 
Partnership may in turn delay payment to Partners requesting Redemption of 
Units of the proportionate part of the Net Unit Value represented by the sums 
which are the subject of such delay or default.
 
(b) The General Partner in its sole discretion may, upon notice to the 
Partners, declare additional Redemption dates and may cause the Partnership 
to redeem fractions of Units and, prior to registration of Units for public 
sale, redeem Units held by Partners who do not hold the required minimum 
amount of Units established, from time to time, by the General Partner.
 
(c) Redemption of Units shall be charged a redemption fee, payable to the 
Partnership, to be applied first to pay organization costs and, thereafter, 
to the benefit of the other Partners in proportion to their Capital accounts, 
equal to four percent (4%) for all Redemptions effective during the first six 
(6) months after commencement of trading.  Thereafter, there will be a 
reduction of one percent (1%) for each six (6) months the investment in the 
Units remained invested in the Fund after the initial six months; i.e., 7-12 
months a Redemption fee of 3%, 12-18 months 2%, 18-24 months 1%, and, 
thereafter, no redemption fee. The initial Limited Partner may withdraw from 
the Partnership at the time the Minimum number of Units are sold without 
payment of a Redemption fee.

9.7  SPECIAL REDEMPTION.  In the event the Net Asset Value per Unit falls to 
less than fifty percent (50%) of the Net Asset Value established by the 
greater of the initial offering price of one thousand dollars ($1,000), less 
commissions and other charges, or such higher value earned after payment of 
the incentive fee for the addition of profits, the General Partner shall 
immediately suspend all trading, provide immediate notice, in accordance with 
the terms of this Agreement, to all Partners of the reduction in Net Asset 
Value, and afford all Partners the opportunity for fifteen (15) days after 
the date of such notice to Redeem their Units in accordance with the 
provisions of Section 9.5 and 9.6, above.  No trading shall commence until 
after such fifteen day period.

                                 ARTICLE X

                Nature of Partner's Liabilities for Claims

10.1  PROSECUTION OF CLAIMS.  The General Partner shall arrange to prosecute, 
defend, settle or compromise actions at law or in equity or with any self 
regulatory organizations at the expense of the Partnership as such may be 
necessary or desirable to enforce, protect, or maintain Partnership 
interests.

10.2  SATISFACTION OF CLAIMS.  The General Partner shall satisfy any claims 
against, errors asserted, or other liability of the Partnership and any 
judgment, decree, decision or settlement, first out of any insurance proceeds 
available therefor, next, out of Partnership assets and income, and finally 
out of the assets and income of the General Partner.  

10.3  GENERAL PARTNER DECISION. The decisions made by the General Partner in 
regard to the prosecution or settlement of claims, errors, and other 
liabilities, will be final and binding without right of appeal or other legal 
action by the other Partners or the Partnership. 

10.4  EXONERATION, INDEMNIFICATION, AND NO ANTICIPATION OF PAYMENTS.  The 
General Partner shall not be liable to the Partnership or the Partners for 
any failure to comply with its obligations hereunder except for breach of 
fiduciary obligation owed to the partnership or negligence on its part in the 
management of Partnership affairs or violation of Federal and state  
securities laws in connection with the offering of Units for sale.  In 
addition:

(a) The General Partner will be indemnified for liabilities and expenses 
arising from any threatened, pending or completed action or suit in which it 
or any affiliate is a party or is threatened to be made a party by reason of 
the fact that it is or was the General Partner of the Partnership (other than 
an action by the Partnership or a Partner against the General Partner which 
is finally resolved in favor of the Partnership or Partner).  The Partnership 
will indemnify the General Partner and its affiliates against expenses, 
including attorney's fees, judgments and amounts paid in settlement of an 
action, suit or proceeding if it has acted in good faith and in a manner it 
reasonably believed to be in or not opposed to the best interest of the 
Partnership, and provided that its conduct did not constitute negligence, 
willful or wanton misconduct or a breach of fiduciary obligations in the 
performance of its duty to the Partnership or a violation of the securities 
laws.  The termination of any action, suit or proceeding by judgment, order 
or settlement against the Partnership shall not of itself create a 
presumption that the General Partner or any affiliate did not act in good 
faith and not in the best interest of the Partnership; provided, however, any 
advance of funds to the General Partner to pay such costs and expenses must 
be preceded by all of the following: (i) a determination by the General 
Partner that, in good faith, the course of conduct which caused the loss or 
liability was in the best interests of the Partnership; and, (ii) the General 
Partner was acting on behalf of or performing services for the Partnership; 
and, (iii) such asserted claim or liability or loss to the claimant was not 
the result of negligence or misconduct by the General Partner; and, (iv) such 
indemnification or agreement to hold harmless is recoverable only out of the 
assets of the Partnership and not from the Partners.
 
In any threatened, pending or completed action or suit by or in the right of 
the Partnership, to which the General Partner or an Affiliate was or is a 
party or is threatened to be made a party, involving an alleged cause of 
action by a Partner for damages arising from the activities of the General 
Partner in the performance of the sale of Units or management of the internal 
affairs of the partnership as proscribed by this Agreement or by Federal or 
the State of Delaware or any other state laws, the Partnership shall 
indemnify such General Partner against expenses, including attorneys' fees 
and costs, actually and reasonably incurred by such General Partner or 
Affiliate in connection with the defense or settlement of such action or suit 
if it acted in good faith and in a manner it reasonably believed to be in or 
not opposed to the best interests of the Partnership, except that no 
indemnification shall be made in respect of any claim, issue or matter as to 
which the General Partner shall have been adjudged to be liable for 
intentional misconduct, or breach of fiduciary obligations or violation of 
securities laws in the performance of its duty to the Partnership unless and 
only to the extent that the court or administrative proceeding in which such 
action or suit was brought shall determine upon application, that, despite 
the adjudication of liability, in view of all circumstances of the case, the 
General Partner or Affiliate is reasonably entitled to indemnification for 
such expenses as such court shall deem proper; provided, however, 
notwithstanding any other provisions of this Agreement, the Partnership shall 
advance or pay the General Partner or any of its Affiliates for legal 
expenses and other costs incurred as a result of any legal action which 
alleges a breach of the Federal or state securities laws only if the 
following conditions are satisfied:  (i) the legal action relates to acts or 
omissions with respect to the performance of duties or services on behalf of 
the Partnership; (ii) the legal action is initiated by a third party who is 
not a Limited Partner, or the legal action is initiated by a Limited Partner 
and an independent arbitration panel, administrative law judge, or court of 
competent jurisdiction specifically approves such advancement; and, (iii) the 
General Partner or its Affiliates undertake to repay the advanced funds to 
the Partnership, together with the applicable legal rate of interest thereon, 
in cases which such party is not entitled to indemnification under NASAA 
Guideline II.F.
 
To the extent that a General Partner or an Affiliate has been successful on 
the merits or otherwise in defense of any action, suit or proceeding referred 
to above or in defense of any claim, issue or other matter related to the 
Partnership or any other Partner or person who applied to be a Partner, the 
Partnership shall indemnify such General Partner against the expenses, 
including attorneys' fees and costs, actually and reasonably incurred by it 
in connection therewith.
 
(b) The indemnification of a General Partner shall be limited to and 
recoverable only out of the assets of the Partnership.  Notwithstanding the 
foregoing, the Partnership's indemnification of the General Partner shall be 
limited to the amount of such loss, liability or damage which is not 
otherwise compensated for by insurance carried for the benefit of the 
Partnership.
 
(c) Notwithstanding any provision in this Agreement to the contrary, the 
Partnership shall not advance the expenses or pay for any insurance to pay 
for the costs of the defense or any liability which is prohibited from being 
indemnified pursuant to NASAA Guideline II.F.  Specifically, no 
indemnification which is the result of negligence or misconduct by the 
General Partner or for any allegation of a violation of the Federal or state 
securities laws by or against the General Partner, any broker/dealer or any 
other party unless there has been a successful adjudication on the merits of 
each count involving alleged securities law violation as to the General 
Partner or broker/dealer or such other party; or a court of competent 
jurisdiction approves a settlement of the claims against the General Partner 
or any broker/dealer or any other party and finds, specifically, that the 
indemnification of the settlement and related costs should be made after the 
court of law has been made aware that the Securities and Exchange Commission 
opposes such indemnification and the position of any applicable state 
securities regulatory authority where the Partnership Interests were offered 
or sold without the compliance with specific conditions upon such 
indemnification and the action covered satisfies the provisions of Section 
10.4 (a) of this Agreement.  Any change in the requirements imposed by the 
Securities and Exchange Commission and the state securities administrators in 
regard to indemnification shall cause a corresponding change in the right of 
the General Partner to indemnification.  
 
(d) The indemnification of the General Partner provided in this Article shall 
extend to any employee, agent, attorney, certified public accountant, or 
Affiliate of the Partnership and the General Partner.
 
(e) The Partnership shall indemnify, to the extent of the Partnership assets, 
each Partner against any claims of liability asserted against a Partner 
solely because he is a Partner in the Partnership.
 
(f) In the event the Partnership or any Partner is made a party to any claim, 
dispute or litigation or otherwise incurs any loss or expense, as a result of 
or in connection with any Partner's activities unrelated to the Partnership 
business or as a result of an unfounded claim against the Partnership or any 
other Partner brought as a result of alleged actions by said Partner, the 
Partner which was responsible for the allegations which caused such loss or 
expense shall indemnify and reimburse the Partnership and all other Partners 
for all loss and expense incurred, including attorneys' fees and costs.
 
(g) No creditor of a Partner shall have a right to vote Units.  Nor may any 
Partner or creditor of a Partner anticipate any principal or income from the 
Fund prior to the approval of a Redemption Request or the payment of a 
distribution from the Fund. 

                                ARTICLE XI

                            Power of Attorney

11.1  POWER OF ATTORNEY EXECUTED CONCURRENTLY.  Concurrent with the written 
acceptance and adoption of the provisions of this Agreement, each Partner 
shall execute and deliver to the General Partner, a Power of Attorney 
(paragraph 5 of the Subscription Agreement).  Said Power of Attorney 
irrevocably constitutes and appoints the General Partner as a true and lawful 
attorney-in-fact and agent for such Partner with full power and authority to 
act in his name and on his behalf in the execution, acknowledgment and filing 
of documents, which will include, but shall not be limited to, the following:

(a) Any certificates and other instruments, including but not limited to, a 
Certificate of Limited partnership and amendments thereto and a certificate 
of doing business under an assumed name, which the General Partner deems 
appropriate to qualify or continue the Partnership as a limited partnership 
in the jurisdictions in which the Partnership may conduct business, so long 
as such qualifications and continuations are in accordance with the terms of 
this Agreement or any amendment hereto, or which may be required to be filed 
by the Partnership or the Partners under the laws of any jurisdiction;
 
(b) Any other instrument which may be required to be filed by the Partnership 
under Federal or any state laws or by any governmental agency or which the 
General Partner deems advisable to file; and
 
(c) Any documents required to effect the continuation of the Partnership, the 
admission of the signer of the Power as a Limited Partner or of others as 
additional or substituted Partners or Limited Partners, or the dissolution 
and termination of the Partnership, provided such continuation, admission, 
dissolution or termination is pursuant to the terms of this Agreement.

11.2  EFFECT OF POWER OF ATTORNEY.  The Power of Attorney concurrently 
granted by each Partner to the General Partner is a special Power of Attorney 
coupled with an interest, is irrevocable, and shall survive the death or 
legal incapacity of the Partner; and may be exercised by the General Partner 
for each Partner by a facsimile signature of one of its officers or by 
listing all of the Partners executing any instrument with a single signature 
of one of its officers acting as attorney-in-fact for all of them; and shall 
survive the delivery of an assignment by a Partner of the whole or any 
portion of his interest in the Partnership; except that where the assignee 
thereof has been approved by the General Partner for admission to the 
Partnership as a substituted partner, the Power of Attorney shall survive the 
delivery of such assignment for the sole purpose of enabling the General 
Partner to execute, acknowledge and file an instrument necessary to effect 
such substitution.  

11.3  FURTHER ASSURANCES.  Upon request, each Limited Partner agrees to 
execute and deliver to the Partnership, within thirty (30) days after receipt 
of a written request from the General Partner, a separate form of power of 
attorney granting the same powers described above; and such other further 
statements of interest, holdings, designations, powers of attorney and other 
instruments as the General Partner deems necessary or desirable.

                               ARTICLE XII

                        Miscellaneous Provisions

12.1  NOTICES.  Notices, requests, reports, payments or other communications 
required to be given or made hereunder shall be in writing and shall be 
deemed to be delivered when properly addressed and posted by United States 
registered or certified mail or delivered by independent courier which 
provides an record of receipt, postage or delivery fees prepaid, properly 
addressed to the party being given such notice at its last known address.  
Addresses shown on the Schedule of Limited Partners records of the 
Partnership shall be considered the last known address of each said party 
unless the General Partner is otherwise notified in writing.

12.2  NATURE OF INTEREST OF PARTNERS.  The interest of each Partner in the 
Partnership is personal property.  No Partner may anticipate the distribution 
or redemption of principal or income from the Partnership and no assignment 
to secure the position of a lender to a Partner shall be valid without the 
express written consent of the General Partner.

12.3  GOVERNING LAW.  This Agreement shall be construed in accordance with 
and governed in all respects by the laws of the State of Delaware.  All 
Partners agree to consent to the jurisdiction and to bring all actions for 
claims related to the Partnership and the sale of the Units in the State and 
County of the principal office of the Partnership as it is established, from 
time to time, by the General Partner.  Currently, the principal office of the 
Partnership is located in Kent County, Delaware. 
 
12.4  SUCCESSORS IN INTEREST.  This Agreement shall be binding on and inure 
to the benefit of he parties hereto and, to the extent permitted by this 
Agreement, their respective heirs, executors, administrators, personal 
representatives, successors and assigns.

12.5  INTEGRATION.  This Agreement constitutes the entire agreement among the 
parties pertaining to the subject matter hereof and supersedes all prior and 
contemporaneous agreements and understandings of such parties in connection 
herewith.  Any amendment or supplement made hereto must be in writing.  

12.6  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts.  In such event, each counterpart shall constitute an original 
and all such counterparts shall constitute one agreement.  The addition of 
Limited Partners pursuant to the power of attorney granted to the General 
Partner shall not be deemed amendments to alter the rights of the other 
Partners under this Agreement.

12.7  SEVERABILITY.  Any provision of this Agreement which is invalid, 
illegal, or unenforceable in any respect in any jurisdiction shall be, as to 
such jurisdiction, ineffective to the extent of such invalidity, illegality 
or unenforceability.  The remaining provisions hereof in such jurisdiction 
shall be and remain effective.  Any such invalidity, illegality or 
unenforceability in any jurisdiction shall not invalidate or in any way 
effect the validity, legality or enforceability of such provision or the 
remainder of this Agreement in any other jurisdiction.

12.8  WAIVERS.  The failure of any Partner to seek redress for violation of 
or to insist upon the strict performance of any covenant or condition of this 
agreement shall not prevent a subsequent act, which would have originally 
constituted a violation, from having the effect of an original violation.

12.9  HEADINGS.  The headings in this Agreement are inserted for convenience 
and identification only and are in no way intended to describe, interpret, 
define or limit the scope, extent or intent of this Agreement or any 
provision hereof.

12.10  RIGHTS AND REMEDIES CUMULATIVE.  This rights and remedies provided by 
this Agreement are cumulative and the use of any one right or remedy by any 
Partner shall not preclude or waive his right to use addition to any other 
rights such Partner may have by law, statute, ordinance or otherwise.

12.11  WAIVER OF RIGHT TO PARTITION.  Each of the Partners irrevocably 
waives, during the term of the Partnership, any right that it may have to 
maintain any action for partition with respect to the property and assets of 
the Partnership.

12.12  INTEREST OF CERTAIN SECURED CREDITORS.  No creditor who makes 
nonrecourse loan to the Partnership shall have or acquire at any time as a 
result of making the loan, any direct or indirect interest in the profits, 
Capital, or property of the Partnership other than as a secured creditor.

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

General Partner:

ASHLEY CAPITAL MANAGEMENT, INCORPORATED



By:  s/ Shira Del Pacult 
     Shira Del Pacult
     President

Initial Limited Partner:     



By:  s/ Shira Del Pacult
     Shira Del Pacult
******************************************************************************

                EXHIBIT B TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                      ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                               REQUEST FOR REDEMPTION

To:  Ashley Capital Management, Inc.
     General Partner                        _____________________________
     5916 N. 300 West                       Our Social Security Number or
     P. O. Drawer C                         Taxpayer ID Number
     Fremont, IN 46737

Dear General Partner:  

      The undersigned hereby requests redemption ("Redemption"), as defined 
in and subject to all the terms and conditions disclosed in the Offering 
Circular (the "Prospectus") delivered to the undersigned at the time of our 
purchase of limited partnership interests (the "Units") in Atlas Futures 
Fund, Limited Partnership, (the "Fund"), of _______________ Units (insert the 
number of Units to be Redeemed).  This Redemption request, once approved and 
accepted by you as General Partner, will be at the Net Asset Value per Unit, 
as described in the Prospectus, as of the close of business at the end of the 
current month following such approval. 

      The undersigned hereby represents and warrants that the undersigned is 
the true, lawful and beneficial owner of the Units to which this Request 
relates with full power and authority to request Redemption of such Units.   
Such Units are not subject to any pledge or otherwise encumbered.

      United States Taxable Limited Partners Only - Under penalty of perjury, 
the undersigned hereby certifies that the Social Security Number or Taxpayer 
ID Number indicated on this Request for Redemption is the undersigned's true, 
cared and complete Social Security Number or Taxpayer ID Number and that the 
undersigned is not subject to backup withholding under the provisions of 
section 3406(a)(1)(C) of the Internal Revenue Code.

      Non United States Limited Partners Only - Under penalty of perjury, the 
undersigned hereby certifies that (a) the undersigned is not a citizen or 
resident of the United States or (b) (in the case of an investor which is not 
an individual) the investor is not a United States corporation, partnership, 
estate or trust.

SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED

Please forward redemption funds by mail to the undersigned at:

_____________________________________________________________________________
Name                   Street                 City, State and Zip Code

Entity Limited Partner                        Individual Limited Partners(s)

________________________________              _______________________________
(Name of Entity)                              (Signature of Limited Partner)


By:  
________________________________             ________________________________
(Authorized corporate officer, partner,       (Signature of Limited Partner)
 custodian or trustee)

________________________________
(Title)

******************************************************************************

              EXHIBIT C TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                          SUBSCRIPTION REQUIREMENTS

      By executing the Subscription Agreement and Power of Attorney for Atlas 
Futures Fund Limited Partnership (the "Fund"), each purchaser ("Purchaser") of 
Limited Partnership Interests (the "Units") in the Partnership irrevocably 
subscribes for Units at a price equal to the Net Asset Value per Unit as of 
the end of the month in which the subscription is accepted as described in the 
Partnership's Offering Circular dated _______________, 1998, (the 
"Prospectus").  The minimum subscription is $15,000; additional Units may be 
purchased in multiples of $1,000.  Subscriptions must be accompanied by a 
check in the full amount of the subscription and made payable to "Star 
Financial Bank-Escrow Agent for Atlas Futures Fund, LP".  Purchaser is also 
delivering to the Selling Agent an executed Subscription Agreement and Power 
of Attorney (Exhibit D to the Prospectus).   Upon acceptance of Purchaser's 
Subscription Agreement and Power of Attorney and subject to the termination of 
the Escrow, if it is in effect at the time of the Escrow, Purchaser agrees to 
contribute Purchaser's subscription to the Partnership and to be bound by the 
terms of the Partnership's Limited Partnership Agreement, attached as Exhibit 
A to the Prospectus.  Purchaser agrees to reimburse the Partnership and Ashley 
Capital Management, Incorporated (the "General Partner") for any expense or 
loss incurred as a result of the cancellation of Purchaser's Units due to a 
failure of Purchaser to deliver good funds in the amount of the subscription 
price.  By execution of the Subscription Agreement and Power of Attorney, 
Purchaser shall be deemed to have executed the Limited Partnership Agreement.

      As an inducement to the General Partner to accept this subscription, 
Purchaser (for the Purchaser and, if Purchaser is an entity, on behalf of and 
with respect to each of Purchaser's shareholders, partners or beneficiaries), 
by executing and delivering Purchaser's Subscription Agreement and Power of 
Attorney, represents and warrants to the General Partner, the Commodity Broker 
and the Selling Agent who solicited Purchaser's subscription and the Fund, as 
follows:

(a)      Purchaser is of legal age to execute the Subscription 
Agreement and Power of Attorney and is legally competent to do so.  
Purchaser acknowledges that Purchaser has received a copy of the 
Prospectus, including the Limited Partnership Agreement, prior to 
subscribing for Units.

(b)      All information that Purchaser has heretofore furnished to 
the General Partner or that is set forth in the Subscription Agreement 
and Power of Attorney submitted by Purchaser is correct and complete 
as of the date of such Subscription Agreement and Power of Attorney, 
and if there should be any change in such information prior to 
acceptance of Purchaser's subscription, Purchaser will immediately 
furnish such revised or corrected information to the General Partner.

(c)      Unless (d) or (e) below is applicable, Purchaser's 
subscription is made with Purchaser's funds for Purchaser's own 
account and not as trustee, custodian or nominee for another.

(d)      The subscription, if made as custodian for a minor, is a gift 
Purchaser has made to such minor and is not made with such minor's 
funds or, if not a gift, the representations as to net worth and 
annual income set forth below apply only to such minor.

(e)      If Purchaser is subscribing in a representative capacity, 
Purchaser has full power and authority to purchase the Units and enter 
and be bound by the Subscription Agreement and Power of Attorney on 
behalf of the entity for which he is purchasing the Units, and such 
entity has full right and power to purchase such Units and enter and 
be bound by the Subscription Agreement and Power of Attorney and 
become a Limited Partner pursuant to the Limited Partnership Agreement 
which is attached to the Prospectus as Exhibit A.

******************************************************************************

            EXHIBIT D TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                 ATLAS FUTURES FUND, LIMITED PARTNERSHIP

                  UNITS OF LIMITED PARTNERSHIP INTEREST

                        SUBSCRIPTION INSTRUCTIONS

               Any person considering subscribing for Units 
             should carefully read and review the Prospectus.

      The Units are speculative and involve a high degree of risk.  No person 
may invest more than 10% of his or her liquid net worth (exclusive of home, 
furnishings and automobiles) in the Partnership. No entity-and, in 
particular, no ERISA plan-may invest more than 10% of its liquid net worth 
(readily marketable securities) in the Partnership. 

      A Subscription Agreement and Power of Attorney Signature Page (the 
"Signature Page") is attached to these Subscription Instructions and the 
following Subscription Agreement and Power of Attorney. The Signature Page is 
the document which you must execute if you wish to subscribe for Units. One 
copy of such Signature Page should be retained by you for your records and 
the others delivered to your Registered Representative. 

      FILL IN ALL OF THE INFORMATION ON THE ATTACHED SIGNATURE PAGE, USING 
BLACK INK ONLY, AS FOLLOWS 

      Item 1     -     Enter the dollar amount (no cents) of the purchase.

      Items 2    -     Enter the Social Security Number or Taxpayer ID Number 
and check the appropriate box to indicate the type of individual ownership 
desired or of the entity that is subscribing. In the case of joint ownership, 
either Social Security Number may be used.

      The Signature Page is self-explanatory for most ownership types; 
however, the following specific instructions are provided for certain of the 
ownership types identified on the Signature Page: 
Trusts-Enter the trust's name on Line 3 and the trustee's name on Line 4, 
followed by "Ttee." If applicable, use Line 7 also for the custodian's name. 
Be sure to furnish the Taxpayer ID Number of the trust. Custodian
Under Uniform Gifts to Minors Act-Complete Line 3 with the name of minor 
followed by "UGMA." On Line 7, enter the custodian's name followed by 
"Custodian." Be sure to furnish the minor's Social Security Number.
Partnership or Corporation-The partnership's or corporation's name is 
required on Line 4. Enter a partner's or officer's name on Line 4. Be sure to 
furnish the Taxpayer ID Number of the partnership or corporation. A 
subscriber who is not an individual must provide a copy of documents 
evidencing the authority of such entity to invest in the Partnership. 

       Item 8    -     The investor(s) must execute the Subscription 
Agreement and Power of Attorney Signature Page and review the representations 
relating to backup withholding tax or non-resident alien status underneath 
the signature and telephone number lines in Item 8.

      Item 9     -     Registered Representative must complete.
The Selling Agent's copy of the Subscription Agreement and Power of Attorney 
Signature Page may be required to be retained in the Branch Office.

<PAGE>

                  ATLAS FUTURES FUND, LIMITED PARTNERSHIP

                   UNITS OF LIMITED PARTNERSHIP INTEREST

      BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

              SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE 
                  SECURITIES ACT OF 1933 OR THE SECURITIES
                           EXCHANGE ACT OF 1934

                       SUBSCRIPTION AGREEMENT AND 
                            POWER OF ATTORNEY

Ashley Capital Management, Inc.
General Partner                           ____________________________
5916 N. 300 West                          Social Security Number or
P. O. Drawer C                            Taxpayer ID Number
Fremont, IN 46737

Dear General Partner:  

1. Subscription For Units. I hereby subscribe for the number of Limited 
Partnership Units ("Units") in Atlas Futures Fund, Limited Partnership  (the 
"Fund") set forth below (minimum $15,000) in the Subscription Agreement and 
Power of Attorney Signature Page, at $1000 per Unit as set forth in the 
Prospectus (the "Prospectus") of the Partnership dated ____________, 1998. I 
have completed and executed a Subscription Agreement and Power of Attorney 
Signature Page in the form attached hereto as Exhibit "D", and delivered the 
executed Subscription Documents to the Sales Agent and executed a check made 
payable to "Star Financial Bank-Escrow Agent for Atlas Futures Fund, LP" to 
be delivered by the Sales Agent to the Escrow Agent within 24 hours after 
receipt for deposit to the Escrow Account.  The General Partner may, in its 
sole and absolute discretion, accept or reject this subscription, in whole or 
in part.  If this subscription is accepted, I understand subscribers will 
earn additional Units in lieu of interest earned on the undersigned's 
subscription during any period of time, if any, such subscription is held in 
escrow.  If this subscription is rejected, all funds remitted by the 
undersigned will be returned, together with any interest earned from escrow, 
if any.  All subscriptions once submitted are irrevocable.

2. Representations and Warranties of Subscriber.  I have received a copy of 
the Prospectus no less than five days prior to the effective date of my 
purchase.  I understand that by submitting this Subscription Agreement and 
Power of Attorney I am making the representations and warranties set forth in 
"Exhibit C - Subscription Requirements" contained in the Prospectus, 
including, without limitation, representations and warranties relating to my 
net worth and annual income.

3. Power of Attorney.  In connection with my acceptance of an Interest in the 
Partnership, I do hereby irrevocably constitute and appoint the General 
Partner, and its successors and assigns, as my true and lawful Attorney-in-
Fact, with full power of substitution, in my name, place and stead, to (i) 
file, prosecute, defend, settle or compromise litigation, claims or 
arbitration on behalf of the Partnership; and, (ii) make, execute, sign, 
acknowledge, swear to, deliver, record and file any documents or instruments 
which may be considered necessary or desirable by the General Partner to 
carry out fully the provisions of the Limited Partnership Agreement of the 
Partnership, which is attached as Exhibit A to the Prospectus, including, 
without limitation, the execution of the said Agreement itself and by 
effecting all amendments permitted by the terms thereof.  The Power of 
Attorney granted hereby shall be deemed to be coupled with an interest and 
shall be irrevocable and shall survive, and shall not be affected by, my 
subsequent death, incapacity, disability, insolvency or dissolution or any 
delivery by me of an assignment of the whole or any portion of my interest in 
the Partnership.

4. Irrevocability; Governing Law.  I hereby acknowledge and agree that I am 
not entitled to cancel, terminate or revoke this subscription or any of my 
agreements hereunder after the Subscription Agreement and Power of Attorney 
have been submitted (and not rejected) and that this subscription and such 
agreements shall survive my death or disability. This Subscription Agreement 
and Power of Attorney shall be governed by and interpreted in accordance with 
the laws of the State of Indiana.

5. Suitability and Acceptance of Risks.  In addition to the suitability 
requirements set forth in Exhibit C, I represent and warrant to the General 
Partner and Selling Agent that (i) I have the capacity of understanding the 
fundamental aspects of the Partnership (or, if I do not have such fundamental 
understanding, I have so advised the Selling Agent of such fact); and, (ii) I 
understand the fundamental risks and possible financial hazards of an 
investment in the Partnership (disclosed in the Prospectus and Amendment 
under "Risk Factors" identified on the face page, in the Summary, and 
described in the Prospectus at page 6), including, but not limited to, the 
lack of liquidity of my investment in the Partnership, the management and 
control by the General Partner, and the tax consequences of the investment. 

<PAGE>
                  ATLAS FUTURES FUND, LIMITED PARTNERSHIP

                  Units of Limited Partnership Interests

                Subscription Agreement and Power of Attorney

                              Signature Page

The investor named below, by execution and delivery of this Subscription 
Agreement and Power of Attorney, by payment of the purchase price for Limited 
Partnership Interests (the "Units") in Atlas Futures Fund, Limited 
Partnership (the "Partnership"), and by enclosing a check payable to "Star 
Financial State Bank-Escrow Agent for Atlas Futures Fund, LP", hereby 
subscribes for the purchase of Units, at $1,000 per Unit.

The named investor further, by signature below, acknowledges receipt of the 
Prospectus of the Partnership dated ___________, 1998 no less than five (5) 
days prior to the acceptance of the subscription by the General Partner or 
the purchase of Units in the Partnership and that such Prospectus includes 
the Partnership's Limited Partnership Agreement, and the Subscription 
Requirements and the Subscription Agreement and Power of Attorney set forth 
therein, the terms of which govern the investment in the Units being 
subscribed for hereby.

By my signature below, I represent that I satisfy the requirements relating 
to net worth and annual income as set forth in Exhibit C to the Prospectus.

1)  Total $ Amount __________________ (minimum of $15,000, unless lowered to 
less than $15,000 but not less than $5,000 by the General Partner;  $1,000 
minimum for investors making an additional investment)

2)  Social Security Number  _____-___-_____
    Taxpayer ID #           _____-___-_____

Taxable Investors (check one):
O Individual Ownership
O Trust other than a Grantor or Revocable Trust
O Joint Tenants with Right of Survivorship
O Estate 
O UGMA/UTMA (Minor)
O Tenants in Common
O Community Property
O Partnership
O Corporation
O Grantor or Other Revocable Trust

Non-Taxable Investors (check one):
O IRA
O Profit Sharing
O IRA Rollover
O Defined Benefit            
O Pension
O Other (specify)
O SEP                              

3) Investor's Name _________________________________________________________

4) _________________________________________________________________________
  Additional Information (for Estates, Trusts, Partnerships and Corporations)

5) Resident Address of Investor                                  
   _________________________________________________________________________
   Street (P.O. Box not acceptable)    City       State          Zip Code

6) Mailing Address(if different)
   _________________________________________________________________________
   Street                              City       State          Zip Code

7) Custodian Name and Mailing Address                                  
   _________________________________________________________________________
   Name      Street (P.O. Box not acceptable)    City      State    Zip Code

SIGNATURE(S) - DO NOT SIGN WITHOUT FAMILIARIZING YOURSELF WITH THE 
INFORMATION IN THE PROSPECTUS AND AMENDMENT, INCLUDING: (I) THE FUNDAMENTAL 
RISKS AND FINANCIAL HAZARDS OF THIS INVESTMENT, INCLUDING THE RISK OF LOSING 
YOUR ENTIRE INVESTMENT; (II) THAT THE PARTNERSHIP IS THE FIRST CLIENT ACCOUNT 
TO TRADE IN THE ATLAS FUTURES FUND PORTFOLIO; (III) THE PARTNERSHIP'S 
SUBSTANTIAL CHARGES; (IV) THE  PARTNERSHIP'S HIGHLY LEVERAGED TRADING 
ACTIVITIES; (V) THE LACK OF LIQUIDITY OF THE UNITS; (VI) THE EXISTENCE OF 
ACTUAL AND POTENTIAL CONFLICTS OF INTEREST IN THE STRUCTURE AND OPERATION OF 
THE PARTNERSHIP; (VII) THAT UNITHOLDERS MAY NOT TAKE PART IN THE MANAGEMENT 
OF THE PARTNERSHIP; AND (VIII) THE TAX CONSEQUENCES OF THE PARTNERSHIP.

8)                          INVESTOR(S) MUST SIGN

   X_________________________________________________________
   Signature of Investor                Date    Telephone No.

   X_________________________________________________________
   Signature of Joint Investor (if any)   Date

Executing and delivering this Subscription Agreement and Power of Attorney 
shall in no respect be deemed to constitute a waiver of any rights under the 
Securities Act of 1933 or under the Securities Exchange Act of 1934.

                          UNITED STATES INVESTORS ONLY

I have checked the following box if I am subject to backup withholding under 
the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code:  __.  
Under the penalties of perjury, by signature above I hereby certify that the 
Social Security Number or Taxpayer ID Number set forth in Item 2 above is my 
true, correct and complete Social Security Number of Taxpayer ID Number and 
that the information given in the immediately preceding sentence is true, 
correct and complete.

                        NON-UNITED STATES INVESTORS ONLY

Under the penalties of perjury, by signature above, I hereby certify that (a) 
I am not a citizen or resident of the United States or (b) (in the case of an 
investor which is not an individual) the investor is not a United States 
corporation, partnership, estate or trust:  __.

9)                    REGISTERED REPRESENTATIVE MUST SIGN

I hereby certify that I have informed the investor of all pertinent facts 
relating to the:  risks;  tax consequences;  liquidity and marketability;  
management;  and control of the Managing Owner with respect to an investment 
in the Units, as set forth in the Prospectus and Amendment.  I  have also 
informed the investor of the unlikelihood of a public trading market 
developing for the Units.  I do not have discretionary authority over the 
account of the investor.

I have reasonable grounds to believe, based on information obtained from the 
investor concerning his/her investment objectives, other investments, 
financial situation and needs and any other information known by me, that an 
investment in the Partnership is suitable for such investor in light of 
his/her financial position, net worth and other suitability characteristics.
The Registered Representative MUST sign below in order to substantiate 
compliance with Article III, Section 34 of the NASD's Rules of Fair Practice.


   X__________________________________________________________
   Registered Representative Signature             Date

   X__________________________________________________________
   Office Manager Signature                        Date
   (if required by Selling Agent procedures)

10) REGISTERED REPRESENTATIVE
    Name:  Shira Del Pacult
    Address:  5916 N. 300 West, Fremont, IN  46737
    Tel. Number:  (219) 833-1306
    Registered Representative Number:  334

11) SELLING AGENT 
    Name:  Futures Investment Company
    Address:  5916 N. 300 West
              Fremont, IN  46737
    Tel. Number:  (219) 833-1306

<PAGE>
******************************************************************************

             EXHIBIT E TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                             ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of the ___ 
day of April, 1998, by and among Star Financial Bank, 2004 N. Wayne St., 
Angola, IN 46703, (the "Escrow Agent"); Futures Investment Company, an 
Illinois   corporation (the "Underwriter" or "Broker/Dealer"); and, Atlas 
Futures Fund, Limited Partnership, a Delaware limited partnership (the 
"Partnership") acting by and through Ashley Capital Management, Inc., a 
Delaware corporation, its general partner, (the "General Partner").

A.     WHEREAS, the Partnership proposes to offer for sale to investors up to 
$5,000,000 of units (the "Offering") of limited partnership interest (the 
"Securities" or "Units") at an initial offering price of $1,000 per Unit; and

B.     WHEREAS, the Underwriter intends to sell, as an National Association of 
Securities Dealer, Inc. registered Broker/Dealer, the Securities, as the 
Partnership's agent, on a best-efforts, all-or-none basis for 700 Units (the 
"Minimum Offering"); and, thereafter, on a best-efforts basis until all 
remaining 4,300 Units are sold; or until the Offering is withdrawn or 
terminates; and

C.     WHEREAS, the Company and the Underwriter desire to establish an escrow 
account with the Escrow Agent in which funds received from subscribers will be 
deposited pending completion of the sale of the Minimum Offering during the 
time it takes to sell the Minimum Offering or the Offering is withdrawn or 
terminates, whichever occurs first, (the "Escrow Period"); and, Escrow Agent 
desires to serve as escrow agent, all in accordance with the terms and 
conditions set forth herein.

                              WITNESSETH:

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, 
and for other good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties hereto agree, as follows:

1.    Establishment of Escrow Account. On or prior to the date of the 
commencement of the Offering, the parties shall establish an interest-bearing 
escrow account with the Escrow Agent, which escrow account shall be entitled 
the Atlas Futures Fund, Limited Partnership Escrow Account (the "Escrow 
Account").  During the Escrow Period, the Underwriter, through its registered 
representatives, will instruct subscribers, pursuant to the disclosures made 
in the Offering Circular, the Subscription Agreement, and the Broker/Dealer 
Selling Agreement, to make checks for subscriptions payable to "Star Financial 
Bank-Escrow Agent for Atlas Futures Fund, LP".   Any checks received that are 
made payable to a party other than the Escrow Agent shall be returned to the 
Underwriter.

2.    Escrow Period. The escrow period shall begin with the commencement of 
the Offering and shall terminate upon the earlier to occur of the following 
dates (the "Escrow Period"):

A.    the date upon which the Escrow Agent confirms that it has received in 
the Escrow Account gross proceeds from the sale of 700 Units of $700,000, 
before payment of sales commissions, in collected funds (the "Minimum 
Offering");

B.    The expiration of nine (9) months from the date of the Offering 
Circular, or any extension thereof,  utilized by the Partnership in offering 
the Securities; or

C.    The date upon which a determination is made by the Partnership and the 
Underwriter to terminate the Offering prior to the sale of the Minimum 
Offering.

Although checks for the Minimum Offering may have been tendered prior to or on 
the close of the Escrow Period, in no event will the Escrow Funds be released 
to the Partnership until the Minimum Offering is received by the Escrow Agent 
in collected funds.  For purposes of this Agreement, the term "collected 
funds" shall mean all funds received by the Escrow Agent which have cleared 
normal banking channels and are in the form of good funds on deposit. 

                                    1
<PAGE>

During the Escrow Period, the Partnership and the Underwriter are aware and 
they understand that they are not entitled to any funds received into escrow 
and no amounts deposited in the Escrow Account shall become the property of 
the Partnership, the Underwriter, or any other entity or person, or be subject 
to the debts of the Partnership, the Underwriter, or any other entity or 
person.

3.    Deposits into the Escrow Account. The Partnership and the Underwriter 
agree that they shall promptly review the subscription documents to determine 
the suitability of the subscriber for admission to the Partnership and reject 
or accept and transmit (and in all events by 12:00 noon of the next business 
day after receipt by them) all monies received from subscribers for the 
payment of Securities to the Escrow Agent for deposit in the Escrow Account 
together with a written account of each sale, which account shall set forth, 
among other things, the subscriber's name and address, the number of 
Securities purchased, the amount paid therefor, and whether the consideration 
received was in the form of a check, draft, or money order.  All monies so 
deposited in the Escrow Account are hereinafter referred to as the "Escrow 
Funds".

4.    Collection Procedure. The Escrow Agent is hereby authorized to forward 
each check, draft, or money order for collection and, upon collection of the 
proceeds of such instrument, deposit the collected proceeds in the Escrow 
Account.  As an alternative, the Escrow Agent may telephone the bank on which 
the instrument is drawn to confirm that it has been paid.

Any instrument returned unpaid to the Escrow Agent shall be returned to the 
Underwriter.  In such cases, the Escrow Agent will promptly notify the 
Partnership of such return.

If, for any reason, the Partnership elects to reject any subscription for 
which the Escrow Agent has already collected funds, the Escrow Agent shall 
promptly issue a refund check to the rejected subscriber.  If the Partnership 
rejects any subscription for which the Escrow Agent has not yet collected 
funds but has submitted the subscriber's check for collection, the Escrow 
Agent shall promptly issue a check in the amount of the subscriber's check to 
the rejected subscriber after the Escrow Agent has cleared such funds.  If the 
Escrow Agent has not yet submitted a rejected subscriber's check for 
collection, the Escrow Agent shall promptly return the subscriber's check 
directly to the subscriber.

5.    Investment of Escrow Funds.  The Escrow Agent may invest the Escrow 
Funds only in such accounts or investments as the Partnership may specify by 
written notice from a list of investments made available by the Escrow Agent 
for such purpose.  The Partnership may only specify and the Escrow Agent may 
only make available investments in (1) bank accounts, (2) bank money market 
accounts, (3) short-term certificates of deposit issued by a bank, or (4) 
short-term securities issued or guaranteed by the U.S. Government.

6.    Compensation of Escrow Agent.  As the Escrow Agent's total compensation 
for the performance of its escrow services, Escrow Agent shall receive an 
aggregate fee determined by multiplying the total number of checks received 
and issued by the Escrow Agent by $15.00 (the "Escrow Agent Fee").  The Escrow 
Agent Fee shall be payable by the General Partner in the event the escrow 
terminates prior to the sale of the Minimum or by the Partnership at the time 
of closing of the sale of the Minimum. within fifteen (15) days after  the 
close of the Escrow Period.  However, neither the Escrow Agent Fee, nor any 
indemnification for any damages incurred by the Escrow Agent or any monies 
whatsoever shall be paid out of or chargeable to the funds while on deposit in 
the Escrow Account.

7.    Disbursements from the Escrow Account.  

A.    Upon the receipt of gross proceeds as provided in 2A above, the Escrow 
Agent shall pay the Underwriter commissions of 6% of the gross sales price and 
shall remit the balance, including all accrued income, to the Partnership for 
deposit to Partnership accounts for use in its business.  

B.    In the event the Escrow Agent does not receive deposits totaling the 
Minimum Offering prior to the termination of the Escrow Period, the Escrow 
Agent shall, within 10 business days of the termination of the Escrow Period, 
refund to each subscriber the amount received from the subscriber, without 
deduction, penalty, or expense to the subscriber, along with each subscriber's 
pro-rata share of any interest earned on the Escrow Funds at the rate 
established by the Escrow Agent, and the Escrow Agent shall notify the 
Partnership and the Underwriter of its distribution of the Escrow Funds. The 
purchase money returned to each subscriber shall be free and clear of any and 
all claims of the Partnership, the Underwriter, and the Escrow Agent or any of 
their creditors.

                                    2
<PAGE>

C.    Upon completion of the payments described in either 7A or B above, and 
payment of the Escrow Agent Fee as provided in  paragraph 6 above, this Escrow 
will terminate.  

8.    Obligations of Escrow Agent.  Escrow Agent shall be obligated only for 
the performance of such duties as are specifically set forth in this 
Agreement, and no additional duties shall be inferred herefrom or implied 
hereby.  The Escrow Agent may rely and shall be protected in acting or 
refraining from acting on any instrument believed by it to be genuine and to 
have been signed or presented by the proper party or parties.

9.    Controversies. Should any controversy arise among the undersigned with 
respect to this Agreement, or with respect to the right to receive all or part 
of the Escrow Funds, including accrued interest thereon, Escrow Agent shall 
have the right to institute an interpleader action in any court of competent 
jurisdiction in Steuben County, IN, to determine the rights of the parties.  
Should such an action be instituted, or should Escrow Agent become involved in 
litigation in any manner on account of this Agreement or the Escrow Funds (not 
involving willful misconduct, fraud, gross negligence or bad faith on the part 
of Escrow Agent), the Partnership and its General Partner shall either assume 
the defense or pay to Escrow Agent the reasonable attorneys' fees incurred by 
Escrow Agent, whichever the Partnership shall elect, together with any other 
expenses, losses, costs and damages suffered by Escrow Agent, in connection 
with and resulting from such litigation.

10.   Limit of Escrow Agent Liability.  Escrow Agent shall have no liability 
under, or duty to inquire into, the terms and provisions of any other document 
or instrument utilized in connection with the Offering, and it is agreed that 
the duties of Escrow Agent are purely ministerial in nature, and that Escrow 
Agent shall incur no liability whatsoever under this Agreement, except for 
acts or omissions of the Escrow Agent involving or constituting willful 
misconduct, fraud, gross negligence or bad faith.

11.   Resignation.  Escrow Agent may, at any time, resign hereunder by giving 
written notice of its intent to resign to the other parties hereto, at their 
respective addresses set forth below, at least ten (10) days prior to the date 
specified for such resignation to take effect, and upon the effective date of 
such resignation the Escrow Funds, including all accrued interest, shall be 
delivered by Escrow Agent to the person designated in writing by the 
Underwriter and the Partnership, whereupon all of Escrow Agent's obligations 
hereunder shall cease and terminate (except as hereinafter provided in this 
paragraph).  If no such person shall have been designated prior to the 
effective date of such resignation, all obligations of Escrow Agent hereunder 
shall, nevertheless, cease and terminate (except as hereinafter provided in 
this paragraph).  Escrow Agent's sole responsibility thereafter shall be to 
hold the Escrow Funds until such time as the Escrow Agent delivers the Escrow 
Funds and accrued interest to a person designated by the Partnership and the 
Underwriter or to the person designated by a court of competent jurisdiction.  
Notwithstanding the foregoing, nothing in this paragraph releases Escrow Agent 
or relieves it of any of its obligations that existed prior to the effective 
date of Escrow Agent's resignation, including, without limitation, liability 
for willful misconduct, fraud, gross negligence or bad faith.

12.   Indemnification. The Underwriter and the Partnership agree to indemnify, 
defend and hold Escrow Agent harmless from and against any and all loss, 
damage, tax, liability and expense that may be incurred by Escrow Agent and 
arising out of or in connection with its acceptance of appointment as escrow 
agent hereunder, including reasonable attorneys' fees and other legal costs 
and expenses of defending itself against any claim or liability in connection 
with its performance hereunder, except in the case of willful misconduct, 
fraud, gross negligence or bad faith on the part of Escrow Agent.  The 
Partnership or the General Partner and not the Underwriter shall each pay of 
the cost of any indemnification of the Escrow Agent pursuant to this 
Agreement.  The provisions of this paragraph shall survive the termination of 
this Agreement.

Escrow Agent may consult with and rely on its attorneys with respect to any 
dispute not assumed or defended by the Partnership or its General Partner and 
the indemnification referred in this paragraph 12  shall include all 
reasonable and necessary attorneys' fees of Escrow Agent in connection with 
such consultation.

13.   Notices. Any notice or demand desired or required to be given hereunder 
shall be in writing and deemed given when personally delivered (including 
delivery by commercial overnight courier service), or when deposited in the 
United States mail, postage prepaid, sent certified or registered, and 
addressed as follows:

                                    3
<PAGE>

(a)   If to the Partnership and its General Partner to:

      Atlas Futures Fund, Limited Partnership, 5916 N. 300 West, Fremont, 
      IN 46737 with a copy to William S. Scott of The Scott Law Firm, 
      P.A., 5121 Sarazen Drive, Hollywood, FL  33021.

(b)   If to the Underwriter, to:

      Futures Investment Company, 5916 N. 300 West, Fremont, IN 46737, 
      Attn.: Compliance Department 

(c)   If to the Escrow Agent, to:

      Star Financial Bank, 2004 N. Wayne St., Angola, IN 46703,  Attn:  Mr. 
      Thad Wright, Vice President

or to such other address or person as hereafter shall be designated in writing 
by the party providing notice.

14.   Governing Law. This Agreement shall be governed by and construed in 
accordance with the laws of the State of Indiana.  

15.   Titles or Captions. The titles or captions of sections and paragraphs in 
this Agreement are provided for convenience of reference only and should not 
be considered a part hereof for purposes of interpreting or applying this 
Agreement, and such titles or captions do not define, limit, extend, explain 
or describe the scope or extent of this Agreement or any of its terms or 
conditions.

16.   Counterparts. This Agreement may be executed in any number of 
counterparts each of which shall be deemed an original but all of which 
together shall constitute one and the same instrument, and in making proof 
hereof it shall not be necessary to produce or account for more than one such 
counterpart.

17.   Amendments. No amendment, modification, supplement, termination or 
waiver of or to any provision of this Agreement nor consent to any departure 
therefrom, shall be effective unless the same shall be in writing and signed 
by or on behalf of each of the parties to this Agreement.

18.   Successors and Assigns. This Agreement shall be binding upon and shall 
inure to the benefit of the parties hereto and their respective heirs, 
successors, legal representatives and permitted assigns.

19.   Entire Agreement. This Agreement constitutes the entire agreement 
between the parties hereto pertaining to the subject matters hereof and 
supersedes all negotiations, preliminary agreements and all prior or 
contemporaneous discussions and understandings of the parties hereto in 
connection with the subject matters hereof. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 
day and year first above written.

ATLAS FUTURES FUND, LIMITED PARTNERSHIP        STAR FINANCIAL BANK
By:  Ashley Capital Management, Inc.
     The General Partner


By:  s/ Shira Del Pacult                       By:  s/ Thad Wright
     Ms. Shira Del Pacult                           Thad Wright
     President                                      Vice President

FUTURES INVESTMENT COMPANY


By:  s/ Shira Del Pacult    
     Ms. Shira Del Pacult
     Vice President 

                                    4
<PAGE>
******************************************************************************

              EXHIBIT F TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                        INVESTMENT ADVISORY CONTRACT
                           MICHAEL J. FRISCHMEYER

THIS AGREEMENT is made and entered as of this 1st day of February, 1998 
between Atlas Futures Fund, Limited Partnership, (the "Fund") and  Michael J. 
Frischmeyer, (the "CTA").

                                WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership   Mr. Michael J. Frischmeyer
By:  Ashley Capital Management, Inc.


s/ Shira Del Pacult                       s/ Michael J. Frischmeyer
Ms. Shira Del Pacult                      Michael J. Frischmeyer
President
******************************************************************************

               EXHIBIT G TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                         INVESTMENT ADVISORY CONTRACT
                     BARRY T. JOHNSON - Commoditech, Inc.

THIS AGREEMENT is made and entered as of this 1st day of February, 1998 
between Atlas Futures Fund, Limited Partnership, (the "Fund") and Commoditech, 
Inc., a Missouri corporation, (the "CTA").

                                 WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership        Commoditech, Inc.
By:  Ashley Capital Management, Inc.


s/ Shira Del Pacult                            s/ Barry T. Johnson
Ms. Shira Del Pacult                           Barry T. Johnson
President                                      President
******************************************************************************

               EXHIBIT H TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                         INVESTMENT ADVISORY CONTRACT
              ERIC ROSENBERRY - ROSENBERY CAPITAL MANAGEMENT, INC.

THIS AGREEMENT is made and entered as of this 1st day of February, 1998 
between Atlas Futures Fund, Limited Partnership, (the "Fund") and Rosenbery 
Capital Management, Inc., an Illinois corporation, (the "CTA").

                                  WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership      Rosenbery Capital Management
By:  Ashley Capital Management, Inc.


s/ Shira Del Pacult                          s/ Eric Rosenbery
Ms. Shira Del Pacult                         Eric Rosenbery 
President                                    President
******************************************************************************

              EXHIBIT I TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                        INVESTMENT ADVISORY CONTRACT
            JAMES A. HYERCZYK (d/b/a J.A.H. RESEARCH AND TRADING)

THIS AGREEMENT is made and entered as of this 28th day of April, 1998 between 
Atlas Futures Fund, Limited Partnership, (the "Fund") and J.A.H. Research and 
Trading (the "CTA").

WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership      J.A.H. Research and Trading
By:  Ashley Capital Management, Inc.


s/ Shira Del Pacult                          s/ James A. Hyerczyk
Ms. Shira Del Pacult                         James A. Hyerczyk 
President
******************************************************************************

               EXHIBIT J TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
                         INVESTMENT ADVISORY CONTRACT
                     STEVEN MIDLARSKY - C&M TRADERS, INC.

THIS AGREEMENT is made and entered as of this 28th day of April, 1998 between 
Atlas Futures Fund, Limited Partnership, (the "Fund") and C&M Traders, Inc., a 
Florida corporation, (the "CTA").

                                WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership       C&M Traders, Inc.
By:  Ashley Capital Management, Inc.


s/ Shira Del Pacult                           s/ Steven Midlarsky
Ms. Shira Del Pacult                          Steven Midlarsky 
President                                     President
******************************************************************************

                                  FORM S-1

Registration No.
 
                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.
(b)  The Selling Agreement between Futures Investment Company and the 
Registrant contains an indemnification from the General Partner to the 
effect that the disclosures in the Prospectus and this Amendment are in 
compliance with Rule 10b5 and otherwise true and complete.  This 
indemnification speaks from the date of the first offering of the Units 
through the end of the applicable statute of limitations.  The 
Partnership has assumed no responsibility for any indemnification to 
Futures Investment Company and the General Partner is prohibited by the 
Partnership Agreement from receiving indemnification for breach of any 
securities laws or for reimbursement for insurance for coverage for any 
such claims.  See Article X, Section 10.4 (b) and (e).
(d)  There are no indemnification agreements which are not contained in the 
Limited Partnership Agreement attached as Exhibit A, the Selling 
Agreement or  the Clearing Agreement.

Item 16. Exhibits and Financial Statement Schedules.

The following documents (unless indicated) are filed herewith and made a part 
of this Registration Statement:

(a)      Exhibits.

Exhibit
Number   Description of Document

(1) - 01 Selling Agreement dated February 1, 1998, among the Partnership, the
         General Partner, and Futures Investment Company, the Selling Agent
(2)      None
(3) - 01 Articles of Incorporation of the General Partner
(3) - 02 By-Laws of the General Partner
(3) - 03 Board Resolution of General Partner to authorize formation of 
         Delaware Limited Partnership
(3) - 04 Amended and Restated Agmt. of Limited Partnership of the Registrant
         dated February 1, 1998 (included as Exhibit A to the Prospectus)
(3) - 05 Certificate of Limited Partnership, Designation of Registered Agent,
         Certificate of Initial Capital filed with the Delaware Secretary of 
         State, and Delaware Secretary of State acknowledgment of filing of
         Certificate of Limited Partnership
(4) - 01 Amended and Restated Agmt. of Limited Partnership of the Registrant
         dated February 1, 1998 (included as Exhibit A to the Prospectus)
(5) - 01 Opinion of The Scott Law Firm, P.A. relating to the legality of the 
         Partnership Units.
(6)       Not Applicable
(7)       Not Applicable
(8) - 01 Opinion of The Scott Law Firm, P.A. with respect to Federal income tax
         consequences.
(9)       None
(10) - 01 Form of Advisory Agreements between the Partnership and the CTAs
          (included as Exhibits F, G, H, I & J to the Prospectus)
(10) - 02 Form of New Account Agreement between the Partnership and the FCM
(10) - 03 Form of Subscription Agreement and Power of Attorney 
          (included as Exhibit D to the Prospectus).
(10) - 04 Escrow Agmt. among Escrow Agent, Underwriter, and the Partnership.
          (included as Exhibit E to the Prospectus).
(10) - 05 Introducing Broker Clearing Agreement by and between Vision Limited 
          Partnership as futures commission merchant (the "FCM") and Futures 
          Investment Company as introducing broker (the "IB")
(11)      Not Applicable - start-up business
(12)      Not Applicable
(13)      Not Required
(14)      None
(15)      None
(16)      Not Applicable
(17)      Not Required
(18)      Not Required
(19)      Not Required
(20)      Not Required
(21)      None
(22)      Not Required
(23) - 01 Consent of Frank L. Sassetti & Co., Certified Public Accountants
(23) - 02 Consent of James Hepner, Certified Public Accountant
(23) - 03 Consent of The Scott Law Firm, P.A.
(23) - 04 Consent of Michael J. Frischmeyer, CTA
(23) - 05 Consent of Commoditech, Inc., CTA
(23) - 06 Consent of Rosenbery Capital Management, Inc., CTA
(23) - 07 Consent of J.A.H. Research and Trading, CTA
(23) - 08 Consent of C&M Traders, Inc., CTA
(23) - 09 Consent of Futures Investment Company, as Selling Agent
(23) - 10 Consent of Futures Investment Company, as Introducing Broker
(23) - 11 Consent of Star Financial Bank, Angola, Indiana, Escrow Agent
(23) - 12 Consent of Vision Limited Partnership
(24)      None
(25)      None
(26)      None
(27)      Not Applicable
(28)      Not Applicable
(99) - 01 Subordinated Loan Agreement for Equity Capital
(99) - 02 Representative's Agreement between Futures Investment Company and 
          Shira Del Pacult

(b)    Financial Statement Schedules. 

      No Financial Schedules are required to be filed herewith.

Item 17. Undertakings.

(a)  (1)  The undersigned registrant hereby undertakes to file, during any 
period in which offers or sales are being made, a post-effective 
amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the 
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or 
the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represents a fundamental: 
change in the information set forth in the registration 
statement;

          (iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in the 
registration statement or any material change to such 
information in the registration statement.

     (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall 
be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof.

     (3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the 
termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for the purpose of 
determining any liability under the Securities Act of 1933, each post-
effective amendment that contains a form of prospectus shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof. 

(c)  The General Partner has provided an indemnification to Futures Investment 
Company, the best efforts selling agent.  The Partnership (issuer) has 
not made any indemnification to Futures Investment Company. 

     Insofar as indemnification for liabilities under the Securities Act of 
1933 may be permitted to directors, officers and controlling persons of 
the Registrant including, but not limited to, the General Partner 
pursuant to the provisions described in Item 14 above, or otherwise, the 
Registrant had been advised that, in the opinion of the Securities and 
Exchange Commission, such indemnification is against public policy as 
expressed in the Securities Act of 1933 and is, therefore, 
unenforceable.   In the event that a claim for indemnification against 
such liabilities (other than the payment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
Registrant in the successful defense of any such action, suit or 
proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of 
such issue.
******************************************************************************

                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the General 
Partner of the Registrant has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in the 
City of Fremont in the State of Indiana on this 4th day of May, 1998.  

ASHLEY CAPITAL MANAGEMENT, INC.        ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                                       BY ASHLEY CAPITAL MANAGEMENT, INC.
                                       GENERAL PARTNER



BY: s/ Shira Del Pacult                BY: s/ Shira Del Pacult
    MS. SHIRA PACULT                       MS. SHIRA PACULT
    PRESIDENT                              PRESIDENT


Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following person on behalf of Ashley 
Capital Management, Inc., General Partner of the Registrant in the capacities 
and on the date indicated.



s/ Shira Del Pacult
MS.  SHIRA PACULT
PRESIDENT

Date:  May 4, 1998


(Being the principal executive officer, the principal financial and accounting 
officer and the sole director of Ashley Capital Management, Inc., General 
Partner of the Fund)
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{"company-data": {"conformed-name": "ATLAS FUTURES FUND LIMITED PARTNERSHIP", "cik": "0000865549", "assigned-sic": "", "irs-number": "510380494", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-53111", "film-number": "98628662"}, "business-address": {"street1": "5916 N 300 WEST", "city": "FREEMONT", "state": "IN", "zip": "46737"}, "mail-address": {"street1": "5916 N 300 WEST", "city": "FREEMONT", "state": "IN", "zip": "46737"}}
As Filed with the Securities and Exhcnage Commission on May 11, 1998

                                               Registration No. ________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D. C. 20549
                            AMENDMENT NO. 6
                              TO FORM S-1 

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

                 ATLAS FUTURES FUND, LIMITED PARTNERSHIP
         (Exact name of registrant as specified in its charter)   
 
                                DELAWARE
                        [State of organization]

               6289                                        51-0380494
       (Primary SIC Number)                               (I.R.S. EIN)

                            5916 N. 300 West
                        Fremont, Indiana 46737
                      Telephone:  (219) 833-1306 
 (address and telephone number of registrant's principal executive offices)

                         Ms. Shira Del Pacult
                           5916 N. 300 West
                        Fremont, Indiana 46737
           Telephone:  (219) 833-1306; Facsimile (219) 833-4411
    (Name, address and telephone number of agent for service of process)

                              Copies to:
                    William Sumner Scott, Esquire 
                       The Scott Law Firm, P.A.
                         5121 Sarazen Drive
                        Hollywood, FL  33021
              (954) 964-1546; Facsimile (954) 964-1548

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement

If any of the securities being offered on the Form are to be offered on a
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box:  [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under 
the Securities Act, check the following box and list the Securities Act 
registration statement number of the earlier effective registration statement 
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, 
please check the following box. [X]

                       CALCULATION OF REGISTRATION FEE
Title of Each Class  Amount being    Maximum Offering     Maximum Aggregate  Amount of
of Securities Being  Registered:(1)  Price Per Unit: (2)  Offering Price:    Registration Fee:
Registered:
Limited Partnership  5,000           $1,000               $5,000,000         $1,724
Interests ("Units")
(1)  This amount is based upon the number of Units to be initially offered.
     The exact  number of Units issued will vary because of the issuance of
     additional Units for interest earned during the Escrow period.

(2)  Initial offering price per Unit prior to the sale of the Minimum;  after
     sale of Minimum, trading will commence and the sales price per Unit will
     fluctuate each month to reflect expenses and additions and subtractions
     for trading results.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                     UNITS OF LIMITED PARTNERSHIP INTEREST

                          MINIMUM 700 Units ($700,000)

                     $1,000 per Unit until Minimum is Sold
            and, thereafter, at Month end Net Asset Value per Unit

Atlas Futures Fund, Limited Partnership (the "Partnership") is a Delaware 
limited partnership which is managed by Ashley Capital Management, Inc., a 
Delaware corporation, its general partner (the "General Partner").  The 
Partnership is organized to be a commodity pool to engage in the speculative 
trading of futures, commodity options and forward contracts on currencies, 
interest rates, energy and agriculture products, metals, and stock indices.  
The Partnership Agreement attached as Exhibit A grants full management 
control to the General Partner including the right to employ independent 
trading managers ("Commodity Trading Advisors") to select trades.  If 
subscriptions for Seven Hundred (700) Units ($700,000), (the "Minimum") have 
not been received and accepted by the General Partner within one year (the 
"Minimum Units Offering Period") from the effective date of this prospectus 
(the "Prospectus"), this offering will terminate and all amounts paid by 
subscribers will be returned in the manner provided in the subscriber's 
Subscription Agreement.  A prospectus to disclose all material information 
will be delivered to each subscriber either at or before the time of 
confirmation of the investment in the Units.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  SEE 
"RISK FACTORS" ON PAGE 7 OF THE PROSPECTUS.  

*  Futures and forward trading is speculative, volatile and involves a high 
degree of risk.  The investors could lose all, or substantially all, of their 
investment.

*  The Partnership has substantial fixed management fees and commission costs 
which must be paid without regard to the profits earned by the Partnership.  
The General Partner estimates the Partnership must generate a 30.3% return on 
investment during its first twelve months of trading to offset expenses and 
approximately 34.3% to offset both expenses and redemption charges due on 
Units redeemed as of the twelfth month after they are issued.  See "Charges 
to the Partnership".

*  The transferability of the Units is restricted and there are limitations 
on investors' rights to surrender the Units to the Partnership for their Net 
Asset Value (the "Redemption Rights").  See "No Right To Transfer Units And 
Limited Ability To Realize Return On Investment", and "Redemptions".

*  The General Partner and its principal and affiliates have conflicts of 
interest in regard to the management of the Partnership for the benefit of 
the investors.  See "Conflicts of Interest".

*  Investors will be taxed upon the profits, if any, earned upon their 
investment in the Partnership without the right to receive a distribution of 
any such profits.  See "Certain Federal Income Tax Aspects".

*  The General Partner has no experience in the management of commodity 
pools.  See "Risk Factors" and "The General Partner".

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF 
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR 
ACCURACY OF THIS DISCLOSURE DOCUMENT.  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION OR AGENCY, NOR HAVE 
ANY OF THEM CONFIRMED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Initial Price to   Sales           Proceeds to
                  Public(1)          Commissions(2)  Partnership(3)
Per Limited            
Partnership Unit  $1,000             $60             $940
Total Minimum(4)  $700,000           $42,000         $658,000
Total Maximum     $5,000,000         $300,000        $4,700,000
See Notes on page i

                          FUTURES INVESTMENT COMPANY
                 5916 N. 300 West * Fremont, Indiana 46737
                          Telephone:  (219) 833-1306

                  Date of this Prospectus is May 11, 1998
NOTES:

(1)  Units are initially offered for sale at a fixed value of One Thousand 
Dollars ($1,000) per Unit, which amount was arbitrarily established by the 
General Partner.  The amount was not based on past or expected earnings and 
does not represent that the Units have or will have a market value of or 
could be resold or Redeemed at that price.  When the General Partner has 
received and accepted subscriptions for a face amount, excluding commissions, 
of six hundred fifty-eight thousand dollars ($658,000), (the "Minimum"), the 
Partnership will commence trading operations.  Until the 700 Units required 
to reach the Minimum are sold, all cash and subscription documents will be 
held in a separate escrow account (the "Escrow Account") in the name of the 
Partnership at Star Financial Bank, 2004 N.  Wayne St., Angola, IN 46703 (the 
"Escrow Agent").  Any Units which remain unsold at the time the Minimum is 
reached may be offered for sale, from time to time, in the discretion of the 
General Partner, at a price per Unit equal to the value of the Units adjusted 
to reflect the results from trading after payment of expenses and fees, (the 
"Net Asset Value Per Unit"), as of the effective date of the purchase, which 
shall be the close of business on the last day of the month of acceptance of 
the Subscription Agreement.  No escrow will be utilized for Units sold after 
the sale of the Minimum and the commencement of trading operations.

The Units are being offered through Futures Investment Company, 5916 N. 300 
West, Fremont, Indiana 46737 (219) 833-1306, (the "Selling Agent" or "FIC"), 
a National Association of Securities Dealers, Inc. ("NASD") registered 
broker-dealer, on a "best efforts" basis.

(2)  See "Plan of Distribution - The Selling Agreement" for information 
relating to indemnification arrangements with respect to the Selling Agent 
and any Additional Sellers.  Selling commissions of six percent (6%) of the 
subscription price, subject to waiver at the sole discretion of the General 
Partner, will be paid to the Selling Agent from the proceeds of subscriptions 
without regard to the amount invested.  The Selling Agent will retain or 
distribute the sales commissions to the registered representatives of all of 
the dealers, including the principal and Affiliates of the General Partner 
who sold the Units.

(3)  Proceeds to the Partnership are calculated before deduction of Offering 
Expenses, estimated to be a total of $47,000, payable to the General Partner 
upon the Initial Closing.  An additional $5,000 in organizational expenses 
will be amortized on a straight line method and paid to the General Partner 
over the first 60 months of the Partnership's operation.  Upon admission of 
subsequent Partners to the Partnership, a charge will be made to such newly 
admitted Partners equal to their pro-rata share of the Offering Expenses 
which will be credited to the Capital Accounts of the prior admitted Partners 
to reimburse them for the Offering Expenses they advanced.  

(4)  Seven Hundred (700) Units ($700,000 less sales commissions of $42,000) 
(the "Minimum") must be sold before any money will be made paid to the 
Selling Agent or cash and documents from any of the subscriptions received 
and deposited to the Escrow Account will be delivered to the Partnership.  
Once the Minimum is sold, the balance, up to a maximum of 5,000 Units 
($5,000,000) will be sold, until they are either all sold or the General 
Partner elects to terminate this offering.  There has been no promise by the 
Selling Agent, or any other person, to purchase any Units or any other form 
of firm underwriting commitment to assure the sale of the Units.  The General 
Partner or the Selling Agent may engage additional registered broker dealers 
(the "Additional Sellers") to sell Units.

The General Partner may accept or reject subscriptions within five (5) 
business days of receipt.  If a subscription is rejected or if subscriptions 
for at least seven hundred (700) Units are not accepted during the Initial 
Offering Period, or any extended Offering Period, all subscriptions will be 
returned to prospective subscribers as soon as practicable.

At the time trading commences, interest earned on subscriptions held in 
escrow will be deposited in the Partnership's account and subscriber's will 
receive additional Units at the rate of $1,000 per Unit (rounded in the case 
of fractional Units to three decimal points) pro rata equal to the interest 
earned on their subscriptions, taking into account both the length of time 
and amount deposited to the Escrow Account.  Subscribers whose subscriptions 
are rejected will be refunded their entire subscription payments together 
with the interest earned, if any, thereon.  Cash from subscriptions held in 
the Escrow Account will be invested in short-term investments which meet 
applicable regulatory requirements such as United States Treasury Bills or 
other comparable interest-bearing instruments which are expected to be 
liquid, substantially risk-less instruments, with correspondingly low yields.

                                        i
COMMODITY FUTURES TRADING COMMISSION
                          RISK DISCLOSURE STATEMENT 

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO 
PARTICIPATE IN A COMMODITY POOL.  IN SO DOING, YOU SHOULD BE AWARE THAT 
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS 
GAINS.  SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE 
POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL.  IN ADDITION, 
RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR 
PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR 
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES.  IT MAY BE NECESSARY FOR THOSE 
POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS 
TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS.  THIS DISCLOSURE DOCUMENT 
CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT 
PAGE 23 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, 
THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 18.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS 
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL.  THEREFORE, 
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY 
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK 
FACTORS OF THIS INVESTMENT, AT PAGE 7.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES 
OR OPTIONS CONTRACTS.  TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED 
STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE 
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE 
POOL AND ITS PARTICIPANTS.  FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY 
BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR 
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL 
MAY BE EFFECTED.

          [The balance of this page has been intentionally left blank]

                                        ii
NOTICE TO RESIDENTS OF ALL STATES

UNTIL 90 DAYS AFTER THE DATE HEREOF, ALL DEALERS EFFECTING TRANSACTIONS IN 
THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED 
TO DELIVER A PROSPECTUS.  THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO 
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS OR BEST EFFORTS SELLERS AND 
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.  THE SELLING AND 
ADDITIONAL SELLERS MUST ALSO DELIVER ANY SUPPLEMENTED OR AMENDED PROSPECTUS 
ISSUED BY THE PARTNERSHIP.

NO DEALER, SALESMAN, OFFICER, EMPLOYEE OR AGENT OF THE PARTNERSHIP OR THE 
GENERAL PARTNER AND OR ANY OTHER PERSON HAS BEEN AUTHORIZED, IN CONNECTION 
WITH THIS OFFERING, TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS 
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH 
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN 
AUTHORIZED BY THE PARTNERSHIP, THE GENERAL PARTNER, THE SELLING AGENTS, OR 
ANY OTHER PERSON CONNECTED WITH THIS OFFERING.  THIS PROSPECTUS SPEAKS AS OF 
THE DATE OF ITS ISSUANCE.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY 
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION 
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO 
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE 
PARTNERSHIP SINCE THE DATE OF THIS PROSPECTUS.  THIS PROSPECTUS DOES NOT 
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY UNITS BY 
ANYONE IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR PURCHASE IS NOT 
AUTHORIZED OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT 
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH 
OFFER OR SOLICITATION.

THE REGULATIONS OF THE COMMODITY FUTURES TRADING COMMISSION REQUIRE THAT NO 
COMMODITY POOL OPERATOR MAY SOLICIT, ACCEPT OR RECEIVE FUNDS, SECURITIES OR 
OTHER PROPERTY FROM A PROSPECTIVE PARTICIPANT IN A COMMODITY POOL WITHOUT 
FIRST DELIVERING A DISCLOSURE DOCUMENT (THIS "PROSPECTUS") TO SUCH 
PROSPECTIVE PARTICIPANT.  THE GENERAL PARTNER MUST FURNISH ALL PARTNERS 
ANNUAL AND MONTHLY REPORTS COMPLYING WITH COMMODITY FUTURES TRADING 
COMMISSION ("CFTC") AND NATIONAL FUTURES ASSOCIATION ("NFA") REQUIREMENTS. 
THE ANNUAL REPORTS WILL CONTAIN CERTIFIED AND AUDITED, AND THE MONTHLY 
REPORTS UNAUDITED, FINANCIAL INFORMATION IN REGARD TO THE OPERATION OF THE 
PARTNERSHIP AND ITS GENERAL PARTNER

THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE 
COMMISSION (THE "SEC") REQUIRES THAT THE FOLLOWING STATEMENT BE SET FORTH 
HEREIN: ATLAS FUTURES FUND, LIMITED PARTNERSHIP, IS NOT A MUTUAL FUND AND IS 
NOT SUBJECT TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940. 
CONSEQUENTLY, INVESTORS WILL NOT HAVE THE BENEFIT OF THE PROTECTIVE 
PROVISIONS OF SUCH LEGISLATION.

INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF 
THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD BE 
AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS 
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.  ACCORDINGLY, THE UNITS MAY BE 
SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH 
THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT, INCLUDING THE CONSENT OF THE 
GENERAL PARTNER, AND ONLY IF SUCH UNITS ARE SUBSEQUENTLY REGISTERED OR, IN 
THE OPINION OF COUNSEL FOR THE COMPANY, SUCH TRANSFER WILL NOT VIOLATE ANY 
APPLICABLE FEDERAL OR STATE SECURITIES LAWS.  THE SUBSCRIPTION AGREEMENT AND 
THE CERTIFICATE FOR UNITS, IF ANY, WILL HAVE A LEGEND TO DISCLOSE THAT THE 
UNITS ARE RESTRICTED FROM SALE OR OTHER TRANSFER WITHOUT PRIOR REGISTRATION 
OR OTHER LEGAL JUSTIFICATION.  NO PUBLIC MARKET EXISTS OR IS EXPECTED TO 
DEVELOP FOR THE UNITS AND, CONSEQUENTLY, PROSPECTIVE INVESTORS WHO DESIRE 
LIQUIDITY SHOULD NOT PURCHASE THE UNITS.  EACH INVESTOR (PURCHASER OF UNITS) 
MUST MEET THE FOLLOWING SUITABILITY STANDARDS: (i) AN INVESTOR MUST HAVE (A) 
HAD AN ANNUAL GROSS INCOME IN EXCESS OF $45,000 IN THE LAST CALENDAR YEAR AND 
REASONABLY EXPECTS TO HAVE GROSS INCOME IN EXCESS OF $45,000 FOR THE CURRENT 
YEAR TOGETHER WITH A NET 

                                        iii
WORTH, EXCLUSIVE OF PRINCIPAL RESIDENCE, HOME FURNISHINGS, AND AUTOMOBILE OF 
$45,000; OR (B) THE INVESTOR HAS A NET WORTH (EXCLUSIVE OF PRINCIPAL 
RESIDENCE, HOME FURNISHINGS AND AUTOMOBILE) IN EXCESS OF $150,000; AND (ii) 
THE INVESTOR IS REPRESENTED BY A PURCHASER REPRESENTATIVE OR OTHERWISE 
DEMONSTRATES TO THE GENERAL PARTNER SUFFICIENT KNOWLEDGE TO ACCEPT THE RISKS 
OF THIS INVESTMENT.  A GENERAL PARTNERSHIP OR OTHER ENTITY MAKING INVESTMENT 
MUST MEET THE FINANCIAL SUITABILITY REQUIREMENTS PRESCRIBED FOR NATURAL 
PERSONS.  A QUALIFIED PENSION, PROFIT-SHARING OR KEOGH EMPLOYEE PLAN, THE 
FIDUCIARY FOR SUCH PLAN, OR THE DONOR OF ANY SUCH PLAN WHO DIRECTLY OR 
INDIRECTLY SUPPLIES THE FUNDS TO PURCHASE AN INTEREST (THE "UNITS") IN THE 
PARTNERSHIP MUST MEET THE MINIMUM FINANCIAL SUITABILITY STANDARDS.  
"ACCREDITED INVESTORS", AS THAT TERM IS DEFINED UNDER REGULATION D OF THE 
ACT, WHO MEET THE NET INCOME TEST IN (i) ABOVE, ARE DEEMED TO HAVE SUCH 
KNOWLEDGE AND EXPERIENCE IN FINANCIAL BUSINESS MATTERS AS TO BE CAPABLE OF 
EVALUATING THE MERITS AND RISKS OF THE PROPOSED INVESTMENT AND, AT THE TIME 
OF INVESTING, CAN AFFORD A COMPLETE LOSS.  

THE ACT AND THE SECURITIES LAWS OF CERTAIN STATES GRANT PURCHASERS OF 
SECURITIES SOLD, EITHER IN VIOLATION OF THE REGISTRATION OR QUALIFICATION 
PROVISIONS OF SUCH LAWS OR WITHIN CERTAIN TIME LIMITATIONS, THE RIGHT TO 
RESCIND THEIR PURCHASE OF SUCH SECURITIES AND TO RECEIVE BACK THEIR 
CONSIDERATION PAID, PLUS INTEREST.  THE GENERAL PARTNER EITHER INTENDS TO 
REGISTER THE UNITS FOR SALE OR BELIEVES THAT THE OFFERING DESCRIBED IN THIS 
PROSPECTUS IS NOT REQUIRED TO BE REGISTERED OR QUALIFIED.  MANY OF THESE LAWS 
WHICH GRANT THE RIGHT OF RESCISSION ALSO PROVIDE THAT SUITS FOR SUCH 
VIOLATIONS MUST BE BROUGHT WITHIN A SPECIFIED TIME, USUALLY ONE YEAR FROM 
DISCOVERY OF FACTS CONSTITUTING SUCH VIOLATION.  SHOULD ANY INVESTOR 
INSTITUTE AN ACTION ON THE THEORY THAT THE OFFERING CONDUCTED AS DESCRIBED 
HEREIN WAS REQUIRED TO BE REGISTERED OR QUALIFIED, THE PARTNERSHIP WILL 
CONTEND THAT THE CONTENTS OF THIS PROSPECTUS PROVIDED NOTICE OF SUFFICIENT 
FACTS TO COMMENCE THE TIME FROM WHICH AN ACTION FOR RESCISSION SHOULD HAVE 
BEEN BROUGHT.  ALSO, SHOULD ANY INVESTOR CONTEND THE OFFER WAS NOT QUALIFIED 
FOR PRESENTATION OR THE INVESTOR NOT SUITABLE TO MAKE SUCH INVESTMENT, THE 
GENERAL PARTNER WILL PLEAD RELIANCE UPON THE INFORMATION SUPPLIED BY THE 
INVESTOR IN THE SUBSCRIPTION DOCUMENTS.  INVESTORS ARE TO COMPLETE ALL 
DOCUMENTS BEFORE SIGNING.  NEITHER THE INFORMATION CONTAINED HEREIN, NOR ANY 
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT COMMUNICATION SHOULD BE CONSTRUED BY THE 
PROSPECTIVE INVESTOR AS LEGAL OR TAX ADVICE FOR THAT INVESTOR.  EACH 
PROSPECTIVE INVESTOR SHOULD CONSULT HIS OWN LEGAL AND TAX ADVISORS TO 
ASCERTAIN THE MERITS AND RISKS DESCRIBED HEREIN PRIOR TO SUBSCRIBING TO 
PURCHASE UNITS IN THE PARTNERSHIP PURSUANT TO THIS OFFERING.  

                         VARIOUS SPECIFIC STATE NOTICES

NOTICE TO CALIFORNIA INVESTORS

CALIFORNIA RESIDENTS ARE REQUIRED TO HAVE A LIQUID NET WORTH OF $100,000 AND 
ANNUAL INCOME OF $50,000 TO BE ABLE TO PURCHASE PARTNERSHIP INTERESTS IN THIS 
COMMODITY POOL.  THE TRANSFER OF THE LIMITED PARTNERSHIP INTERESTS OFFERED 
AND SOLD PURSUANT TO THIS OFFERING CAN NOT BE RESOLD OR TRANSFERRED WITHOUT 
PERMISSION OF THE GENERAL PARTNER AND FULFILLMENT OF OTHER TERMS AND 
CONDITIONS CONTAINED IN THE PARTNERSHIP AGREEMENT.  ACCORDINGLY, (a) THE 
LIMITED PARTNERSHIP, AS ISSUER OF A SECURITY UPON WHICH A RESTRICTION ON 
TRANSFER HAS BEEN IMPOSED MUST CAUSE A COPY OF RULE 260.141.11 TO BE 
DELIVERED TO EACH ISSUEE OR TRANSFEREE OF SUCH SECURITY AT THE TIME THE 
CERTIFICATE EVIDENCING THE SECURITY IS DELIVERED TO THE ISSUEE OR TRANSFEREE; 
AND, (b) IT IS UNLAWFUL FOR THE HOLDER OF ANY SUCH SECURITY TO CONSUMMATE A 
SALE OR TRANSFER OF SUCH SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE PRIOR 
WRITTEN CONSENT OF THE COMMISSIONER (UNTIL THIS CONDITION IS REMOVED PURSUANT 
TO SECTION 260.141.12 OF THESE RULES), EXCEPT AS PROVIDED IN THE CODE.  THE 
CERTIFICATES, WHETHER UPON INITIAL ISSUANCE OR UPON ANY TRANSFER, SHALL BEAR 
ON THEIR FACE, IN CAPITAL LETTERS OF 10-POINT SIZE, AS 

                                        iv
FOLLOWS:  "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, 
OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CON-SIDERATION THEREFOR, WITHOUT 
THE PRIOR WRITTEN CON-SENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE 
OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES".

NOTICE TO IDAHO INVESTORS

INVESTORS WHO ARE RESIDENTS OF IDAHO ARE REQUIRED TO HAVE A NET WORTH OF 
$100,000 OR NET WORTH OF $50,000 AND ANNUAL INCOME OF $50,000 TO BE ELIGIBLE 
TO INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN THIS COMMODITY POOL.  

NOTICE TO MICHIGAN INVESTORS

INVESTORS WHO ARE RESIDENTS OF MICHIGAN ARE REQUIRED TO HAVE A NET WORTH OF 
$225,000 OR NET WORTH OF $60,000 AND TAXABLE ANNUAL INCOME OF $60,000 TO BE 
ELIGIBLE TO INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN A COMMODITY 
POOL. NET WORTH IN ALL CASES MUST BE CALCULATED EXCLUSIVE OF HOME, HOME 
FURNISHINGS AND AUTOMOBILES.  IN ADDITION, NO MORE THAN TEN PERCENT (10%) OF 
THE INVESTOR'S NET WORTH MAY BE INVESTED IN THIS LIMITED PARTNERSHIP.  

NOTICE TO OREGON INVESTORS

INVESTORS WHO ARE RESIDENTS OF OREGON ARE REQUIRED TO HAVE A NET WORTH OF 
$225,000 OR NET WORTH OF $60,000 AND ANNUAL INCOME OF $60,000 TO BE ELIGIBLE 
TO INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN THIS COMMODITY POOL.

NOTICE TO FOREIGN INVESTORS

THE SECURITIES HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION AND SEVERAL SELECTED STATES.  HOWEVER, THE SECURITIES MAY 
NOT BE OFFERED, SOLD, RENOUNCED OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 
THE UNITED STATES OF AMERICA, ITS TERRITORIES, POSSESSIONS, AND ALL AREAS 
SUBJECT TO ITS JURISDICTION ("UNITED STATES" OR IN CANADA (COLLECTIVELY, 
"NORTH AMERICA"), OR TO OR FOR THE BENEFIT OF ANY PERSON WHO IS A NATIONAL 
CITIZEN OR A RESIDENT OR NORMALLY A RESIDENT THEREOF, THE ESTATES OF SUCH A 
PERSON OR ANY CORPORATION OR OTHER ENTITY CREATED OR ORGANIZED UNDER ANY LAW 
OF THE UNITED STATES OR CANADA OR ANY POLITICAL SUBDIVISION THEREOF 
(COLLECTIVELY REFERRED TO AS "NORTH AMERICAN PERSONS") UNLESS (i) THE 
SECURITIES ARE DULY REGISTERED UNDER THE APPLICABLE STATE ACT, OR (ii) AN 
EXEMPTION FROM REGISTRATION UNDER THE APPLICABLE STATE ACT AND THE COMPANY 
HAS RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT REASONABLY SATISFACTORY TO 
IT, OR (iii) SUCH SECURITIES ARE SOLD ON FOREIGN EXCHANGE IN ACCORDANCE WITH 
PROCEDURES APPROVED BY SUCH FOREIGN STOCK EXCHANGE.

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                                        v
TABLE OF CONTENTS

COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT             ii

NOTICE TO RESIDENTS OF ALL STATES                                          iii

VARIOUS SPECIFIC STATE NOTICES                                             iv

  NOTICE TO CALIFORNIA INVESTORS                                           iv
  NOTICE TO IDAHO INVESTORS                                                v
  NOTICE TO MICHIGAN INVESTORS                                             v
  NOTICE TO OREGON INVESTORS                                               v
  NOTICE TO FOREIGN INVESTORS                                              v

PARTNERSHIP AND GENERAL PARTNER IDENTIFICATION                             1

SUMMARY OF THE OFFERING                                                    1

  RISK FACTORS                                                             1
  CONFLICTS OF INTEREST                                                    1
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION              2
    BUSINESS OBJECTIVE AND EXPENSES                                        2
    SECURITIES OFFERED                                                     2
  CHARGES TO THE PARTNERSHIP                                               3
    COMPENSATION OF THE GENERAL PARTNER                                    3
    MANAGEMENT AND INCENTIVE FEES                                          3
    CHARGES TO THE PARTNERSHIP                                             4
  USE OF PROCEEDS                                                          4
  SELECTION OF COMMODITY TRADING ADVISORS AND ALLOCATION OF EQUITY         5
  FEDERAL INCOME TAX ASPECTS                                               5
    NO LEGAL OPINION AS TO CERTAIN MATERIAL TAX ASPECTS                    5
  REDEMPTIONS                                                              6
  PLAN OF DISTRIBUTION                                                     6
  SUBSCRIPTION PROCEDURE                                                   6

RISK FACTORS                                                               6

  COMMODITY FUTURES TRADING IS SPECULATIVE AND VOLATILE                    6
  LOW SECURITY DEPOSIT IN RELATION TO PRICE MOVEMENT                       7
  THE PARTNERSHIP WILL PAY SUBSTANTIAL CHARGES                             7
  NO RIGHT TO TRANSFER UNITS AND LIMITED ABILITY TO REALIZE RETURN ON 
    INVESTMENT                                                             7
  LACK OF OPPORTUNITY TO EXIT A POSITION                                   7
  CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE                       8
  LIMITED PARTNERS WILL BE TAXED ON PROFITS NOT DISTRIBUTED                8
  PRESENT TRADE SELECTION METHODS SUBJECT TO SUDDEN ADVERSE CHANGE         8
  TRADE SELECTION MADE WITHOUT NOTICE TO PARTNERSHIP                       8
  PROFITABILITY OPPORTUNITIES CHANGE WITH SIZE OF ACCOUNT                  8
  COMMENCEMENT OF TRADING WITH ONLY THE MINIMUM AMOUNT OF EQUITY           9
  NO PRIOR OPERATION EXPERIENCE OF THE GENERAL PARTNER                     9
  LOWER COMMISSIONS FOR OTHER ACCOUNTS BECAUSE OF PARTNERSHIP ACTIVITY     9
  FAILURE OF COMMODITY BROKERS OR BANKS                                    9
  COUNTERPARTY CREDITWORTHINESS                                            9
  TRADING ON FOREIGN EXCHANGES AND FORWARD CURRENCY CONTRACTS              9
  OPTIONS TRADING RISKS                                                    10
  POSSIBLE EFFECTS OF POSITION LIMITS                                      10
  COMPETITION IS INTENSE                                                   10
  GENERAL PARTNER AND CTAS TO SERVE OTHER COMPETING BUSINESSES             10
  LIMITED PARTNERS WILL NOT PARTICIPATE IN MANAGEMENT                      10

                                        vi
NO ASSURANCE THAT UNITS NECESSARY TO COMMENCE BUSINESS WILL BE SOLD      10
  RISKS OF COMMENCEMENT OF BUSINESS AND CHANGES IN THE SIZE OF THE 
    PARTNERSHIP                                                            11
  STATE SECURITIES ADMINISTRATORS NET WORTH OF THE GENERAL PARTNER
    REQUIREMENT                                                            11
  RELIANCE ON THE GENERAL PARTNER                                          11
  NET WORTH OF GENERAL PARTNER - FEDERAL TAX REQUIREMENT AND 
    POSSIBILITY OF TAXATION AS A CORPORATION                               11
  RETIREMENT PLAN AND IRA PARTICIPANTS                                     12
  NOT AN INVESTMENT COMPANY                                                12
  POSSIBILITY OF AUDIT AND TAX MATTERS PARTNER                             12
  POSSIBLE ADVERSE DETERMINATION BY THE IRS                                12

CONFLICTS OF INTEREST                                                      12

  MANAGEMENT OF OTHER EQUITY AND FOR THEIR OWN ACCOUNTS BY THE 
    GENERAL PARTNER, THE CTAS, AND THEIR PRINCIPALS                        13
  POSSIBLE RETENTION OF VOTING CONTROL BY THE GENERAL PARTNER              13
  GENERAL PARTNER TO REMAIN AGAINST POSSIBLE BEST INTEREST OF 
    PARTNERSHIP                                                            13
  FEES AND CHARGES TO THE PARTNERSHIP PAID TO GENERAL PARTNER NOT 
    NEGOTIATED                                                             13
  CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE                       14
  GENERAL PARTNER TO DISCOURAGE REDEMPTIONS                                14
  HIGH RISK TRADING BY THE CTAS TO GENERATE INCENTIVE FEES                 14
  IB AFFILIATED WITH THE GENERAL PARTNER TO RETAIN A SHARE OF THE 
    COMMISSIONS                                                            14
  NO RESOLUTION OF CONFLICTS PROCEDURES                                    14
  INTERESTS OF NAMED EXPERTS AND COUNSEL                                   14
  THE PARTNERSHIP AND FUTURES INVESTMENT COMPANY SHARE THE SAME ADDRESS       15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                   15

  THE PARTNERSHIP - GENERAL PARTNER - BOOKS AND RECORDS                    15
  THE COMMODITY TRADING ADVISORS                                           15
  THE ADVISORY CONTRACTS AND POWERS OF ATTORNEY                            15
  BUSINESS OBJECTIVE AND EXPENSES                                          16
  EXPENSES PER UNIT FOR THE FIRST 12-MONTH PERIOD OF OPERATIONS            16
  SECURITIES OFFERED                                                       18
  MANAGEMENT'S DISCUSSION                                                  18
  FIDUCIARY RESPONSIBILITY OF THE GENERAL PARTNER                          19
  INDEMNIFICATION                                                          19
  RELATIONSHIP WITH THE FCM AND THE IB                                     20
  RELATIONSHIP WITH THE CTAS                                               20
  RISK CONTROL                                                             21

CHARGES TO THE PARTNERSHIP                                                 21
  COMPENSATION OF GENERAL PARTNER                                          21
  MANAGEMENT FEE AND INCENTIVE FEES TO THE CTAS                            21
  FEES TO FUTURES COMMISSION MERCHANT AND INTRODUCING BROKER               22
  ALLOCATION OF COMMISSIONS                                                22
  OTHER EXPENSES                                                           23
  CHARGES TO THE PARTNERSHIP                                               23

INVESTOR SUITABILITY                                                       24

POTENTIAL ADVANTAGES                                                       24

  EQUITY MANAGEMENT                                                        24
  INVESTMENT DIVERSIFICATION                                               24
  LIMITED LIABILITY                                                        25
  ADMINISTRATIVE CONVENIENCE                                               25
  ACCESS TO THE CTAS                                                       25

                                      vii
USE OF PROCEEDS                                                            25

DETERMINATION OF THE OFFERING PRICE                                        26

NO MARKET AND LIMITATION OF RIGHT OF TRANSFER                              26

THE GENERAL PARTNER                                                        26

  IDENTIFICATION                                                           26
  THE PRINCIPAL AND OFFICER OF THE GENERAL PARTNER                         26
  TRADING BY THE GENERAL PARTNER; INTEREST IN THE POOL                     27

NO PRIOR PERFORMANCE AND REGULATORY NOTICE                                 27

TRADING MANAGEMENT                                                         27

  SELECTION OF COMMODITY TRADING ADVISORS AND ALLOCATION OF EQUITY         27
  THE ADVISORY CONTRACTS                                                   27
  FREQUENCY OF CTA AND EQUITY REALLOCATIONS                                27

THE COMMODITY TRADING ADVISORS                                             28

  MICHAEL J. FRISCHMEYER                                                   28
    BUSINESS BACKGROUND                                                    28
    DESCRIPTION OF TRADING PROGRAM                                         28
    PERFORMANCE RECORD OF THE CTA                                          30
      MANAGED ACCOUNT PROGRAM, IOWA COMMODITIES FEE SCHEDULE               31
      MANAGED ACCOUNT PROGRAM, REGULAR FEE SCHEDULE                        32
      MANAGED ACCOUNT PROGRAM, FRISCHMEYER FUND, L.P. FEE SCHEDULE         33
      MANAGED ACCOUNT PROGRAM, REGULAR FEE SCHEDULE-REGULAR FEE 
        RESTRICTED ACCOUNTS ONLY                                           34
      FINANCIAL FUTURES MANAGED ACCOUNT PROGRAM                            34

  COMMODITECH, INC.                                                        36
    BUSINESS BACKGROUND                                                    36
    DESCRIPTION OF TRADING PROGRAM                                         37
    PERFORMANCE RECORD OF THE CTA                                          38
      COMMODITECH, INC. - PROGRAM A                                        38

  ROSENBERY CAPITAL MANAGEMENT, INC.                                       39
    BUSINESS BACKGROUND                                                    39
    DESCRIPTION OF TRADING PROGRAM                                         40
    PERFORMANCE RECORD OF THE CTA                                          41
      ROSENBERY CAPITAL MANAGEMENT, INC. - PROGENITOR                      41

  J.A.H. RESEARCH AND TRADING                                              42
    DESCRIPTION OF TRADING PROGRAM                                         42
    BUSINESS BACKGROUND                                                    44
    PERFORMANCE RECORD OF THE CTA                                          44
      J.A.H RESEARCH AND TRADING - PROGRAM I - CAPSULE PERFORMANCE OF 
        ACCOUNTS                                                           44
      J.A.H RESEARCH AND TRADING - PROGRAM II - CAPSULE PERFORMANCE OF 
        ACCOUNTS                                                           45

  C&M TRADERS, INC.                                                        46
    BUSINESS BACKGROUND                                                    46
    DESCRIPTION OF TRADING PROGRAM                                         47
    PERFORMANCE RECORD OF THE CTA                                          47
      C&M TRADERS, INC. - LIVE CATTLE - COMPOSITE                          48
      C&M TRADERS, INC. - LIVE CATTLE - PROPRIETARY                        48

  PERFORMANCE RECORD OF FREMONT FUND, LIMITED PARTNERSHIP                  49
    FREMONT FUND, LIMITED PARTNERSHIP                                      49

THE FUTURES COMMISSION MERCHANTS                                           50

FEDERAL INCOME TAX ASPECTS                                                 50

                                        viii
SCOPE OF TAX PRESENTATION                                                50
  NO LEGAL OPINION AS TO CERTAIN MATERIAL TAX ASPECTS                      50
  PARTNERSHIP TAX STATUS AND NET WORTH OF THE GENERAL PARTNER              51
  NO IRS RULING                                                            51
  TAX OPINION                                                              51
  PASSIVE LOSS AND UNRELATED BUSINESS INCOME TAXES RULES                   52
  BASIS LOSS LIMITATION                                                    52
  AT-RISK LIMITATION                                                       52
  INCOME AND LOSSES FROM PASSIVE ACTIVITIES                                52
  ALLOCATION OF PROFITS AND LOSSES                                         53
  TAXATION OF FUTURES AND FORWARD TRANSACTIONS                             53
  SECTION 988 FOREIGN CURRENCY TRANSACTIONS                                53
  CAPITAL GAIN AND LOSS PROVISIONS                                         53
  BUSINESS FOR PROFIT                                                      53
  SELF-EMPLOYMENT INCOME AND TAX                                           54
  INDIVIDUAL ALTERNATIVE MINIMUM TAX                                       54
  INTEREST RELATED TO TAX EXEMPT OBLIGATIONS                               54
  NOT A TAX SHELTER                                                        54
  TAXATION OF FOREIGN PARTNERS                                             54
  PARTNERSHIP ENTITY-AUDIT PROVISIONS-PENALTIES                            54

EMPLOYEE BENEFIT, RETIREMENT PLANS AND IRA'S                               55

THE LIMITED PARTNERSHIP AGREEMENT                                          55

  FORMATION OF THE PARTNERSHIP                                             55
  UNITS                                                                    55
  MANAGEMENT OF PARTNERSHIP AFFAIRS                                        56
  ADDITIONAL OFFERINGS                                                     56
  PARTNERSHIP ACCOUNTING, REPORTS, AND DISTRIBUTIONS                       56
  FEDERAL TAX ALLOCATIONS                                                  56
  TRANSFER OF UNITS ONLY WITH CONSENT OF THE GENERAL PARTNER               56
  TERMINATION OF THE PARTNERSHIP                                           56
  MEETINGS                                                                 57
  REDEMPTIONS                                                              57

PLAN OF DISTRIBUTION                                                       57

SUBSCRIPTION PROCEDURE                                                     58

LEGAL MATTERS                                                              58

  LITIGATION AND CLAIMS                                                    58
  LEGAL OPINION                                                            59

EXPERTS                                                                    59

ADDITIONAL INFORMATION                                                     59

FINANCIAL STATEMENTS

A.  ATLAS FUTURES FUND, LIMITED PARTNERSHIP
      Balance Sheet as of January 31, 1998
      Notes to Statement of Financial Condition

B.  ASHLEY CAPITAL MANAGEMENT, INC.
      Balance Sheet and Income Statement as of January 31, 1998
      Notes to Statement of Financial Condition

                                        ix
APPENDIX I - COMMODITY TERMS AND DEFINITIONS; STATE REGULATORY GLOSSARY
APPENDIX II - SUPPLEMENTAL PERFORMANCE INFORMATION FOR C&M TRADERS, INC.
EXHIBIT A - LIMITED PARTNERSHIP AGREEMENT
EXHIBIT B - REQUEST FOR REDEMPTION
EXHIBIT C - SUITABILITY INFORMATION
EXHIBIT D - SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
EXHIBIT E - ESCROW AGREEMENT
EXHIBIT F - INVESTMENT ADVISORY CONTRACT - MICHAEL J. FRISCHMEYER
EXHIBIT G - INVESTMENT ADVISORY CONTRACT - COMMODITECH, INC.
EXHIBIT H - INVESTMENT ADVISORY CONTRACT - ROSENBERY CAPITAL MANAGEMENT, INC.
EXHIBIT I - INVESTMENT ADVISORY CONTRACT - J.A.H. RESEARCH AND TRADING
EXHIBIT J - INVESTMENT ADVISORY CONTRACT - C&M TRADERS, INC.

         [The balance of this page has been intentionally left blank]

                                        x
PARTNERSHIP AND GENERAL PARTNER IDENTIFICATION

Atlas Futures Fund, Limited Partnership (the "Partnership") is a Delaware 
limited partnership.  Its main business office is 5916 N. 300 West, Fremont, 
Indiana (219) 833-1306.  It is managed by Ashley Capital Management, Inc., a 
Delaware corporation, its general partner (the "General Partner"), with its 
main business office at c/o Corporate Systems, Inc. 101 North Fairfield 
Drive, Dover, DE 19901 (302) 697-2139.  The Partnership is organized to be a 
commodity pool to engage in the speculative trading of futures, commodity 
options and forward contracts on currencies, interest rates, energy and 
agriculture products, metals, and stock indices.  The Partnership Agreement 
attached as Exhibit A grants full management control to the General Partner 
including the right to employ independent trading managers ("Commodity 
Trading Advisors") to select trades.  The objective of the Partnership is 
substantial capital appreciation with controlled volatility.  There can be no 
assurance that the Partnership will achieve its objectives or avoid 
substantial losses.

The General Partner has no prior experience in the management of a commodity 
pool, however, the principal of the General Partner, Ms. Shira Pacult, has 
been engaged in supervision of individual managed commodity accounts for over 
16 years and is the principal of both another public commodity pool, Fremont 
Fund, Limited Partnership and a privately offered commodity pool, Auburn 
Fund, Limited Partnership, which is being offered simultaneously with this 
Partnership.  See "Description of the General Partner".  The Partnership 
hereby offers to sell $5,000,000 of units of limited partnership interest 
(the "Units") under the terms and conditions described herein.  The Units are 
initially offered at a value arbitrarily established by the General Partner 
at One Thousand Dollars ($1,000) per Unit, with a minimum purchase, per 
investor, of 15 Units ($15,000);  provided, however, the General Partner, in 
its sole discretion, may permit the purchase by an investor of less than 15 
but more than 5 Units.  After the sale of the first seven hundred Units, the 
Partnership will commence trading and, thereafter, the Units will be sold for 
the Net Asset Value at the end of each Month.  Net Asset Value is the value 
of the Unit after additions and deductions for profits, losses, expenses, 
fees and reserves.  If subscriptions for Seven Hundred (700) Units 
($700,000), (the "Minimum Units") have not been received and accepted by the 
General Partner within one year (the "Minimum Units Offering Period") from 
the date of this prospectus (the "Prospectus"), this offering will terminate 
and all amounts paid by subscribers will be returned in the manner provided 
in the subscriber's Subscription Agreement.  If the General Partner receives 
and accepts subscriptions for at least the Minimum Units prior to the close 
of the Minimum Units Offering Period, the Partnership will commence trading 
operations and, thereafter, Units may be offered for sale, from time to time, 
in the sole discretion of the General Partner, at a price per Unit equal to 
the Net Asset Value Per Unit computed as of the end of the month in which the 
subscription agreement was received.  If the Minimum Units are sold, this 
offering shall continue until the earlier of (i) such time as all of the 
Units offered hereby have been sold, or (ii) such earlier time as the 
offering is terminated by the General Partner, in its sole discretion.

The transferability of Units is subject to the approval of the General 
Partner and no trading or market for the Units now exists or is expected to 
develop on any exchange or over the counter market.  Consequently, Units 
should be purchased for long-term investment only.  There also can be no 
assurance that any or all of the Minimum Units or any additional Units will 
be sold.

                         SUMMARY OF THE OFFERING 

The following summary is qualified, in its entirety, by the more detailed 
information appearing elsewhere in this Prospectus, in the Exhibits, and 
other documents identified herein.  Reference to subsections in this 
Prospectus are in quotation marks.  Terms with the initial letter capitalized 
are defined in the Glossary in Appendix I to this Prospectus.  

RISK FACTORS

An investment in the Partnership is speculative and involves substantial 
risks which include, but are not limited to, the risk of loss of a Partner's 
entire investment, the speculative nature of trading in commodity futures and 
forward contracts and options, the substantial charges which the Partnership 
will incur regardless of whether any profits are earned, the restricted 
transfer and no market for sale of the Units, and the Partnership's reliance 
on the General Partner and the commodity trading advisors ("CTAs") it employs 
to conduct trading on behalf of the Partnership.  See "Description of 
Charges", "Risk Factors", "Conflicts of Interest", and Exhibit A.

CONFLICTS OF INTEREST

Significant potential and actual conflicts of interest may arise as a result 
of (i) the right of the principal of the General Partner, Ms. Shira Del 
Pacult, and the General Partner to manage, and the actual management by the 
CTAs of, other 

                                        1
commodity pools;  (ii) Ms. Shira Del Pacult's right, once the Minimum is 
sold, to purchase Units in the Partnership; (iii) an Affiliate of the General 
Partner will receive the difference between the fixed commissions and the 
actual round-turn commissions paid from the Partnership's trading activities, 
creating a disincentive for the General Partner to replace the IB which is 
Affiliated with it even if such replacement may be in the best interest of 
the Partnership; (iv) the share of the Partnership's fixed commission to be 
paid to the Affiliate of the General Partner in lieu of round-turn brokerage 
commissions has not been negotiated at arm's length; (v) the Selling Agent is 
Affiliated with the principal of the General Partner and, therefore, no 
independent due diligence of the offering will be conducted for the 
protection of the investors, although the General Partner has taken steps to 
insure that the Partnership equity is held in segregated accounts at the 
banks and futures commission merchant selected and has otherwise assured the 
Selling Agent that all money on deposit is in the name of and for the 
beneficial use of the Partnership; (vi) the General Partner selects the 
trading advisors for the Partnership and the trading advisors determine the 
frequency of trading, resulting in a conflict of interest of the General 
Partner between it selecting trading advisors who will trade to maximize 
profits rather than to minimize the number of trades; i.e., it is in the best 
interest of the General Partner to reduce the frequency of trading to 
maximize the difference between the fixed commission and the share of the 
fixed commission, after payment of the round-turn commissions, the IB 
Affiliated with it will receive; (vii) the General Partner, should it manage 
or sponsor other commodity accounts, and the CTAs may have incentives to 
favor other accounts over the Partnership; (viii) the General Partner has an 
incentive to discourage redemptions because the IB Affiliated with the 
General Partner receives a portion of the fixed commissions based on the Net 
Asset Value of the Partnership assigned to be traded; (ix) the General 
Partner, the CTAs and their principals and affiliates may trade in the 
commodity markets for their own accounts and may take positions opposite or 
ahead of those taken for the Partnership; and, (x) the CTAs are compensated 
based on a percentage of the New Net Profit of the Partnership and thus may 
have an incentive to engage in ill-advised trades.  See "Conflicts of 
Interest" and "Risk Factors".

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Business Objective and Expenses

The Partnership will engage in the speculative trading of domestic and 
foreign commodity futures contracts and options at the direction of the 
independent commodity trading advisors (the "CTAs") it selects.  See "Risk 
Factors", "Conflicts of Interest", "Use of Proceeds", "General Partner", 
"Commodity Trading Advisors", Appendix I and Exhibit A.  See, "Experts" and 
the Financial Statements.  The Partnership was organized in January 1998 and, 
except for the preparation of this Prospectus and the preparation to engage 
in the commodity trading business, has not yet engaged in business.  The 
principal objective will be to generate increased capital.  There can be no 
assurance that the Partnership can achieve this objective.  Distributions of 
profits, if any, will be made at the sole discretion of the General Partner.  
The Partnership is subject to substantial charges, regardless of whether 
profits are earned.  If there are no claims, the Partnership must earn 
approximately a 34.3% return on equity if the Minimum is sold, or a 24.0% 
return on equity if the Maximum is sold to permit the investor to Redeem a 
Unit at the sales price of $1,000 at the end of the first year of operation.  
In addition, Partners will be required to pay Federal, state and local taxes 
upon income, if any, in the year earned by the Partnership, although there 
will be no expectations of distributions of income during that, or any other, 
year.  Accordingly, the purchase of Units in the Partnership is intended to 
be a long-term investment.  Neither the General Partner nor any other person 
has made any promise or guarantee that the Partnership will be profitable or 
otherwise meet its objectives.

Securities Offered

Atlas Futures Fund, Limited Partnership (the "Partnership") will offer and 
sell Limited Partnership interests in the Partnership which will have pro 
rata rights to profit and losses with all other owners equal to the Capital 
they have contributed, but Limited Partners will have limited obligations to 
pay the debts of the Partnership in excess of their contribution to Capital 
plus their undistributed profits, less losses.  In addition, these interests 
will have no voice in the day to day management of the Partnership.  They 
will have the right to vote on Partnership matters such as the replacement of 
the General Partner.  These Limited Partnership interests are included in the 
definition of units (the "Units") which are offered for sale for One Thousand 
Dollars ($l,000) per Unit.  This sales price per Unit was arbitrarily set by 
the General Partner without regard to expected earnings and does not 
represent present or projected market or Redemption value.  Funds with 
respect to subscriptions received prior to the commencement of trading 
operations by the Partnership (and not rejected by the General Partner) will 
be deposited and held in a separate escrow account (the "Escrow Account") in 
the name of the Partnership at Star Financial Bank, 2004 N. Wayne St., 
Angola, IN 46703 (the "Escrow Agent").  If the General Partner has not 
accepted subscriptions for the 700 Units (the "Minimum") before the lapse of 
one year from the date of this Prospectus, (the "Initial Offering Period"), 
this offering will terminate and all documents and amounts 

                                        2
deposited to the Escrow Account by subscribers will be returned, plus 
interest and without deduction for any commissions, fees or costs.  Upon the 
sale of the Minimum, the Partnership will commence trading.  The remaining 
4,300 Units will be offered for sale at a price per Unit equal to the Net 
Asset Value Per Unit as of the close of trading on the effective date of such 
purchase, which will be the close on the last business day of the month in 
which the General Partner accepts a duly executed Subscription Agreement and 
capital contribution from the subscriber.  No escrow will be utilized for 
Units sold after the sale of the Minimum.  All subscriptions are irrevocable 
and subscription payments, after the statutory withdrawal period, if any, 
which are accepted by the General Partner, and either deposited in the Escrow 
Account or in the Partnership account, may not be withdrawn by subscribers.  
Although a maximum of $5,000,000 of Units are offered hereby, the Limited 
Partnership Agreement authorizes the General Partner to sell additional Units 
and there is, therefore, no maximum aggregate number or contribution for 
Units which may be offered or sold by the Partnership by future offerings.  
There cannot be any assurance that the Minimum Units or any additional Units 
will be sold and the General Partner is authorized, in its sole discretion, 
to terminate this, or any future, offering of Units.

CHARGES TO THE PARTNERSHIP

Compensation of the General Partner

The Partnership will pay a fixed amount for brokerage commissions of nine 
percent (9%) per year, payable monthly upon the assets assigned by the 
General Partner for trading to Futures Investment Company, the introducing 
broker, (the "IB"), affiliated with the principal of the General Partner, for 
introducing trades through Vision Limited Partnership, the futures commission 
merchant (the "FCM").  See "The Futures Commission Merchant".  The IB will 
pay all round-turn brokerage commissions, pit brokerage and other clearing 
expenses to the FCM, which will act in the normal capacity as a futures 
commission merchant and will hold the equity assigned by the General Partner 
for trading and will clear the trades entered by the CTAs pursuant to the 
power of attorney granted by the General Partner to the CTAs to trade on 
behalf of the Partnership.  The past history of the frequency of trades by 
the CTAs has been at the rate of approximately 225 round turns per month for 
every million dollars ($1,000,000) of equity under management.  In the 
unlikely event the CTAs trade 675 round turns for every million dollars 
($1,000,000) in any month, the General Partner has the right, but not the 
obligation, to suspend trading until the commencement of the next month.  
This suspension of trading is to limit the exposure to loss to the General 
Partner to a defined amount determined by the maximum number of round turn 
commissions the IB will pay to the FCM during any one month.  Trading will 
automatically resume the following month subject to the same maximum of 675 
trades for that and any future month.  From the 9% paid by the Partnership, 
the IB will pay six percent (6%) per year to the broker dealers and other 
duly licensed entities, pro-rated to the value of Units sold, who have 
facilitated the sale of Units, as trailing commissions, in exchange for 
services provided to the investors and the Partnership to communicate results 
to the investors and other similar assistance. 

Management and Incentive Fees

The Partnership will pay a management fee to the General Partner at the 
annual rate of three percent (3%) of equity in the Partnership payable at the 
end of each month (1/4 of 1%) and a management fee to the CTAs of three 
percent (3%) per year, payable at the rate of one-quarter of one percent (1/4 
of 1%) of the Net Assets allocated to each CTA to trade at the close of each 
month, which are held in the trading account assigned to them at the futures 
commission merchant or merchants.  The Partnership will also pay to the 
General Partner an allocation of profit, earned in the accounts assigned to 
each CTA, of fifteen percent (15%) of the New Net Profit of the Partnership 
for each quarterly period that the Net Asset Value for a CTA at the end of 
such quarterly period for each account exceeds the highest previous quarterly 
Net Asset Value in that account for that CTA.  The General Partner will be 
responsible for payment of all incentive fees to the CTAs.  It will be 
possible for one of the CTAs to produce New Net Profit in the account 
assigned to him and be paid an incentive fee while the other CTA or CTAs 
produce losses which cause the Partnership to suffer a net loss for the 
quarter or the year.  The Partnership also will be obligated to bear certain 
other periodic operating, fixed, and extra-ordinary expenses of the 
Partnership including, but not limited to, legal and accounting fees, defense 
and payment of claims, trading and office expenses, and sales charges.  See 
"Description of Charges to the Partnership".  

                                        3
* Charges to the Partnership
Entity                         Form of Compensation                            Amount of Compensation
General Partner                3% management fee of Net Asset Value;           3% management fee of Net Asset Value;
                               reimbursement of Offering Expenses              reimbursement of Offering Expenses upon the 
                                                                               Initial Closing; reimbursement of 
                                                                               Organizational Expenses amortized over 60 
                                                                               months

Selling Agents                 Sales Commission of 6% of Gross Selling Price   6% of Selling Commissions and Trailing 
                               of Units, subject to waiver at the sole         Commissions of 6% 
                               discretion of the General Partner, and a 
                               percentage of the Trailing Commission

Introducing Broker Affiliated  Fixed Commissions                               9% of assets assigned by General Partner 
with the General Partner                                                       for trading, less costs to trade to FCM 
                                                                               and less 6% trailing commissions paid 
                                                                               to Selling Agents which will include 
                                                                               persons Affiliated with the General Partner

Futures Commission Merchant    Round-turn commissions paid from the fixed      Brokerage Commissions negotiated with the 
                               commissions paid by the Partnership;            Introducing Broker; reimbursement by the 
                               reimbursement of delivery, insurance, storage   Partnership of actual payments to third 
                               and any other charges incidental to trading     parties in connection with Partnership 
                               and paid to third parties.                      trading.

Commodity Trading Advisors     Fixed Management Fee and Incentive Fee          One quarter of one percent of Net Assets 
                                                                               per month assigned to each CTA to trade; 
                                                                               (3% per year) plus fifteen percent (15%) 
                                                                               of the New Net Profits of the account for 
                                                                               each quarterly period that the Net Assets 
                                                                               at the end of such quarterly period for a 
                                                                               CTA exceeds the highest previous 
                                                                               quarterly Net Assets for that CTA.

Third Parties; Offering        Legal, accounting fees, and other actual        Estimated at $47,000 in the initial year 
Expenses; Organizational       expenses necessary to the operation of the      and $23,000 for each year, thereafter, 
Expenses                       Partnership, and all claims and other           ($18,000 for accounting and $5,000 for 
                               extraordinary expenses of the Partnership.      legal), in addition to Organizational 
                                                                               expenses of $5,000, amortized over 60 
                                                                               months.  Claims and other costs can not be 
                                                                               estimated and will be paid as incurred.
See "Charges to the Partnership".

USE OF PROCEEDS

The gross sales price, less 6% sales commissions (i.e., the net proceeds of 
the offering, together with the General Partner's capital contribution) will 
be used in the Partnership's business of speculative, high risk trading of 
commodity futures 

                                        4
contracts, inter-bank forward currency contracts, and options upon those 
contracts.  Additionally, the gross proceeds will be used to reimburse the 
General Partner for the Offering Expenses upon the Initial Closing.  Upon 
admission of subsequent Partners to the Partnership, a charge will be made to 
such newly admitted Partners equal to their pro-rata share of the Offering 
Expenses which will be credited to the Capital Accounts of the prior admitted 
Partners to reimburse them for the Offering Expenses they advanced.  No 
limitations have been placed by the General Partner upon the positions or 
types of contracts which may be traded by the CTAs who will trade for the 
Partnership.  The General Partner has complete authority pursuant to the 
Partnership Agreement to determine, from time to time, the amount of equity 
deposited with the FCM and how much is used for other investments and on 
deposit in bank accounts.  Upon the sale of the Minimum, the General Partner 
expects to deposit 3% of the prior month-end Net Asset Value to a regular 
checking account in the name of the Partnership to pay current expenses and 
Redemptions for the next month and the balance to be deposited with the FCM 
to be available for trading.  From 5% to 30% of the Net Asset Value on 
deposit with the FCM is expected to be committed to margin to hold positions 
taken by the CTAs for the account of the Partnership. 

The General Partner will purchase Units to permit it to maintain not less 
than a one percent (1%) interest in the income, losses, gains, deductions and 
credits of the Partnership.  In addition, the General Partner may purchase 
additional Units for the same price established, from time to time, pursuant 
to the terms of this Offer, without payment of sales commissions.
? SELECTION OF COMMODITY TRADING ADVISORS AND ALLOCATION OF EQUITY
The General Partner is solely responsible for the selection of the CTAs and 
the allocation of equity to the CTAs it selects.  The General Partner has 
entered in advisory contract with independent commodity trading advisors to 
direct all trading with the commodity broker, Vision Limited Partnership, 
(the "Futures Commission Merchant").  The Partnership will rely, pursuant to 
the Advisory Agreements and Powers of Attorney attached as Exhibits F, G H, I 
and J, upon Michael J. Frischmeyer ("Frischmeyer"), Commoditech, Inc. 
("Commoditech") and Rosenbery Capital Management, Inc. ("Rosenbery"), J.A.H. 
Research and Trading ("JAH"), and C&M Traders, Inc. ("C&M"), the Commodity 
Trading Advisors selected by the General Partner to trade the equity of the 
Partnership and to implement the trading methods and strategies.  Upon the 
sale of the Minimum, the General Partner intends to assign 70% of total 
trading equity to Frischmeyer, 10% to Commoditech 10% to Rosenbery, 5% to JAH 
and 5% to C&M.  See Exhibits F, G H, I and J.

FEDERAL INCOME TAX ASPECTS

Partners must pay tax on any profits during the year earned by the 
Partnership even though no distributions may have been made during that year.  
The Partnership pays no income tax and prospective investors must recognize 
that the actual performance records set forth in this Prospectus do not 
reflect the taxes payable by investors on their investment.  Partners will be 
taxed on interest income earned by the Partnership even though trading 
produces losses in excess of such interest income.  The Partnership's fiscal 
year for financial reporting and for tax purposes will be the calendar year.  
The General Partner expects to delegate to Mr. James Hepner, certified public 
accountant, the responsibility for the preparation of the Partnership's Form 
K-1's which is the Internal Revenue Service form which reports the taxable 
income and loss to each individual Partner and which are included in the 
Partnership's tax return.  The General Partner has or will make certain 
elections on behalf of the Partnership and has been appointed "tax matters 
partner" in the Limited Partnership Agreement to determine the Partnership's 
response to an audit and to bind certain Limited Partners to the terms of any 
settlement.  The General Partner intends not to treat any part of the 
incentive profit sharing, brokerage commissions and other ordinary expenses 
of the Partnership as "investment advisory fees".  A change in such treatment 
could result in the Partners recognizing taxable income despite having 
incurred a financial loss.  No legal opinion will be requested by the 
Partnership in regard any tax matter which involves the determination by the 
IRS of the facts related to the operation of the Partnership or as to any 
other matter which may be subject to Internal Revenue Service interpretation 
or adjustment upon audit.

No Legal Opinion As To Certain Material Tax Aspects

No legal opinion will be requested by the Partnership in regard to any State 
income tax issue.  In addition, tax counsel to the Partnership can not opine 
upon any Federal income tax issue which involves a determination by the IRS 
of the facts related to the operation of the Partnership or as to any other 
matter which may be subject to Internal Revenue Service interpretation or 
adjustment upon audit.  For example, commodity trading adviser fees are 
aggregated with employee business expenses and other expenses of producing 
income and the aggregate of such expenses is deductible only to the extent 
such amount exceeds 2% of the taxpayer's adjusted gross income.  The Federal 
income tax deductibility of these expenses depends upon factual 
determinations related to the operation of the Partnership by the General 
Partner.  See "Federal Income Tax Aspects".

                                        5
REDEMPTIONS

No Partner may redeem or liquidate any Units until six (6) months after the 
commencement of trading. A Limited Partner may thereafter request the 
Partnership, subject to payment of fees, if applicable, and other conditions, 
to redeem Units held by such Limited Partner at a per Unit redemption price 
of the Net Asset Value Per Unit, adjusted to reflect certain reserves and 
contingencies, as determined at the end of the applicable monthly period.  A 
Limited Partner desiring to have Units redeemed must provide written notice 
to the General Partner by 12:00 noon on the tenth calendar day immediately 
preceding the last business day of the month in which the Units are requested 
to be redeemed.  Under certain circumstances, the General Partner may honor 
requests for Redemption only in part and/or suspend Redemptions or delay 
payment of Redemptions.  See the Limited Partnership Agreement, Exhibit A, 
and "Redemptions".  Distributions will be made from the Partnership only in 
the sole discretion of the General Partner and no such distributions are 
expected to be made. 

PLAN OF DISTRIBUTION

The Units are being offered and sold through Futures Investment Company 
("FIC"), the Affiliated IB of the principal of the general partner, and other 
broker dealers it, or those the General Partner may select, on a best efforts 
basis.  The selling commission will be six percent (6%) of the gross 
subscription for all Units sold and be subject to waiver at the sole 
discretion of the General Partner.  See "Subscription Procedure" and "Plan of 
Distribution".  FIC is registered as a broker dealer with the SEC and is a 
member of the National Association of Securities Dealers, Inc. (the "NASD"). 

SUBSCRIPTION PROCEDURE

The minimum investment per subscriber in the Partnership is $15,000.  The 
General Partner may, in its sole discretion, agree to accept investments from 
a subscriber of less than $15,000;  provided, however, no such subscription 
shall be less than $5,000.  All investments are subject to compliance with 
the minimum suitability standards established by the state of residence of 
the investor.  Unless higher amounts are otherwise specified for residents of 
a particular state, an investor must have at least either (i) a minimum net 
worth (determined exclusive of home, home furnishings, and automobiles) of 
$150,000, or (ii) a minimum annual gross income of $45,000 and a minimum net 
worth of $45,000 (once again determined exclusive of home, home furnishings 
and automobiles).  In the case of sales to fiduciary accounts, the net worth 
and income standards may be met by the beneficiary, the fiduciary account, or 
by the donor or grantor who directly or indirectly supplies the funds to 
purchase the Units, if the donor or grantor is the fiduciary.  In order to 
purchase Units, an investor must complete, execute, and deliver to the 
General Partner, suitability information, see Exhibit "C", and a Subscription 
Agreement, see Exhibit "D".

RISK FACTORS

Investment in the Units is speculative, involves a high degree of risk, and 
is suitable only for persons who have no need for liquidity in their 
investment and who can also afford to lose their entire investment in the 
Partnership.  In addition to the Risk Disclosure Statements at the beginning 
and in the Summary of this Prospectus, investors should carefully consider 
the following risks and the conflicts of interests before subscribing for 
Units.  All of these risks and conflicts are present, in different degrees, 
and without regard to whether the Minimum or the maximum number of Units are 
sold.

COMMODITY FUTURES TRADING IS SPECULATIVE AND VOLATILE 

Commodity futures, forward, and option contract prices are highly volatile.  
Price movements are influenced by changes in supply and demand; weather; 
agricultural trade, fiscal, monetary and exchange control programs and 
policies of governments; national and international political and economic 
events; and, changes in interest rates.  In addition, governments, exchanges, 
and other market authorities intervene to influence prices.  In addition, 
notwithstanding that the analysis of the fundamental conditions by the 
Partnership's trader is correct, prices still may not react as predicted.  It 
is also possible for most of the Partnership's open positions to move against 
it at the same time.  These negative events may occur in connection with 
changes in price which reach the daily limit beyond which no further trading 
is permitted until the following day.  It is possible for daily limits to be 
reached in the same direction for successive days.  Should this occur and one 
of the CTAs has taken a position on behalf of the Partnership which is 
adverse to the daily move in a particular commodity, the Partnership may not 
be able to exit the position without a substantial loss.  The loss could 
exceed the amount allocated for margin to establish and hold the position or 
the total amount of equity in the account.

                                        6
LOW SECURITY DEPOSIT IN RELATION TO PRICE MOVEMENT

The small amount of money to be deposited ("margins") to hold or short a 
contract relative to its value (typically between 3% and 20% of the value) 
permit a large percentage gain or loss relative to the size of a commodity 
account.  A small price movement in the value of the contract bought or sold 
is expected to result in a substantial percentage gain or loss of equity to 
the Partnership.  For example, if at the time of purchase, five percent (5%) 
of the price of the futures contract is deposited as margin, a five percent 
(5%) decrease in the value of the position will cause a loss of all of the 
equity allocated to the trade, which could equal all of the value of the 
account.  In addition, the amount of margin assigned to a trade by the FCM is 
only a security deposit to hold the position.  The loss on a position could 
be substantially more than the margin deposited and the value of the account. 

THE PARTNERSHIP WILL PAY SUBSTANTIAL CHARGES

The Partnership is obligated to pay fixed brokerage commissions of nine 
percent (9%) per year, payable monthly upon the assets assigned by the 
General Partner for trading, a management fee to the General Partner of three 
percent (3%) of Net Asset Value, payable monthly, and a management fee on the 
equity assigned to the CTAs of 3%, payable monthly, plus $23,000 per year, 
($5,000 in legal expense and $18,000 in accounting and audit charges), 
together with Offering Expenses estimated to be $47,000 and Organizational 
Expenses of $5,000, amortized on a straight line method over the first 60 
months of the Partnership's operation.  The General Partner has advanced the 
Offering Expenses but will be reimbursed for such expenses from the gross 
proceeds of the Offering from the break of Escrow at the time of the Initial 
Closing.  Upon admission of subsequent Partners to the Partnership, a charge 
will be made to such newly admitted Partners equal to their pro rata share of 
the Offering Expenses which will be credited to the Capital Accounts of the 
prior admitted Partners to reimburse them for the Offering Expenses they 
advanced.  The Partnership expects to earn interest income.  The Partnership 
must earn income of $342.58 per Unit during the first year to permit an 
investor to redeem a Unit at the original offering price of $1,000.  The 
Partnership must pay variable operating expenses such as incentive fees to 
the CTAs, telephone, postage, and office supplies, and extra-ordinary 
expenses, such as claims and defense of claims from brokers, Partners, and 
other parties.  Also, because the incentive fees will be determined on a 
quarterly, rather than on an annual basis, and will be paid to the CTAs when 
profitable without regard to total income or loss of the Partnership during 
the period, the Partnership may be subject to substantial incentive fees in 
any given twelve (12) consecutive month period despite total losses which 
produce a decline in the Partnerships Net Assets for any such period.  See 
"Description of Charges to the Partnership".

NO RIGHT TO TRANSFER UNITS AND LIMITED ABILITY TO REALIZE RETURN ON 
INVESTMENT

Units cannot be assigned, transferred or otherwise encumbered except upon 
certain condition, including the consent of the General Partner as set forth 
in the Limited Partnership Agreement, which also imposes certain conditions 
and restrictions on the ability of a transferee of a Unit to become a 
substituted Limited Partner.  See Partnership Agreement - No Right to 
Transfer Without Consent of General Partner and Exhibit A, "The Limited 
Partnership Agreement" Article VIII which provides that no transfer of Units 
may be made without the written approval of the General Partner.  See Article 
VI, paragraph 6.1, of the Limited Partnership Agreement attached as Exhibit 
A.

Restrictions and conditions are also imposed upon a Partner's right and 
ability to cause the Partnership to redeem and liquidate the Partner's Units, 
including approval by the General Partner and certain liquidity conditions.  
Redemptions may also be honored only in part and/or delayed and/or suspended 
in certain circumstances.  See, "Redemptions".  Further, substantial 
Redemptions of Units could require the Partnership to liquidate positions 
more rapidly than otherwise desirable in order to raise the necessary cash to 
fund the Redemptions, and, at the same time, cause a smaller equity base for 
the Partnership.  The absence of buyers or sellers in the market could also 
make it difficult or impossible to liquidate positions in this circumstance 
on favorable terms, and may result in further losses to the Partnership which 
decrease the Net Asset Value Per Unit of the remaining outstanding Units.

Since there is no assurance that the Partnership will distribute to the 
Partners any profits the Partnership may experience, the Partners will have 
to depend on their limited and restricted transfer and Redemption rights to 
realize their investment in the Units.

LACK OF OPPORTUNITY TO EXIT A POSITION

It is not always possible to execute a buy or sell order, due to market 
illiquidity.  Such illiquidity can be caused by a lack of open interest in 
the contract, market conditions which produce no persons willing to take a 
particular side of a trade, or it 

                                        7
may be the result of factors like the suspension of trading because of "daily 
price limits".  Most United States commodity exchanges limit movement in a 
single direction in one trading day by rules referred to as "daily price 
limits".  These limits provide that no trades may be executed at prices 
beyond the daily limits.  Once the price of a futures contract for a 
particular commodity has increased or decreased by an amount equal to the 
daily limit, positions in the commodity can be neither taken nor liquidated 
unless traders are willing to effect trades at or within the limit.  
Commodity futures prices have occasionally moved the daily limit for several 
consecutive days with little or no trading.  Similar future occurrences could 
prevent the Partnership from promptly liquidating unfavorable positions and 
subject it to substantial losses which could exceed the equity on deposit 
("margins") for such trades.  The inability to liquidate positions could 
frustrate the trading plan of the CTAs and cause losses to the Partnership in 
excess of the money invested.

CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE

Certain actual and potential conflicts of interest do exist in the structure 
and operation of the Partnership which must be considered by investors before 
they purchase Units in the Partnership.  See "Risk Factors", "Conflicts of 
Interest", and "The Limited Partnership Agreement" attached as Exhibit A to 
this Prospectus.

LIMITED PARTNERS WILL BE TAXED ON PROFITS NOT DISTRIBUTED

The Partnership is not required to make any cash distributions from profits 
and the principal objective of the Partnership is to increase capital, not 
create cash flow.  If the Partnership realizes profits for a fiscal year, 
such profits will be taxable to the Partners in accordance with their 
distributive share whether or not the profits have been distributed.  
Distributions to Limited Partners may not equal taxes payable by Partners 
with respect to Partnership profit.  Also, the Partnership might sustain 
losses offsetting such profit after the end of the year, so a Partner might 
never receive a distribution in an amount equal to the distributive share of 
the Partnership's prior year's taxable income.  See "Federal Income Tax 
Aspects" and Exhibit A, the "Limited Partnership Agreement".

PRESENT TRADE SELECTION METHODS SUBJECT TO SUDDEN ADVERSE CHANGE

The Partnership will rely, pursuant to the Advisory Agreements and Powers of 
Attorney attached as Exhibits F, G H, I and J upon Frischmeyer, Commoditech, 
Rosenbery, JAH and C&M, the CTAs, for the implementation of trading methods 
and strategies.  The Advisory Agreements provide that either the Partnership, 
or the CTAs, may terminate the relationship on immediate notice.  If the 
services of any CTA becomes unavailable, for any reason, the General Partner 
will select one or more other trading advisors to trade for the Partnership.  
No assurance is provided that any other substitute traders or methods will 
perform profitably or will be retained on as favorable terms as the replaced 
CTA.  

TRADE SELECTION MADE WITHOUT NOTICE TO PARTNERSHIP

The CTAs will enter trades on behalf of the Partnership directly with the FCM 
without the prior knowledge or approval of the General Partner of the methods 
used by the CTAs to select the trades, the number of contracts, or the margin 
required.  In addition, the General Partner does not know the prior methods 
used by the CTAs to compile the track record disclosed in this Prospectus 
which was the basis for the selection of the CTAs by the General Partner to 
trade for the Partnership.  Nor does the General Partner know how many times, 
if any, the trading methods of the CTAs have been changed in the past.  The 
General Partner will not be notified of any modifications, additions or 
deletions to the trading methods and money management principles utilized by 
the CTAs.  It is possible for the Partnership to experience sudden and large 
losses before the General Partner becomes aware of the need to take remedial 
action.

PROFITABILITY OPPORTUNITIES CHANGE WITH SIZE OF ACCOUNT

Commodity trading advisors often are unable to adjust to a change in the size 
of the money they have under management.  This is caused by numerous factors 
including, but not limited to, the difficulty of executing substantially 
larger trades made necessary by the larger amount of equity under management, 
by the restrictive effect of speculative Position Limits, or by a 
diminishment of the opportunity to Scale in Positions when available equity 
is reduced.  See the definitions section, Appendix I, for the definition of 
Position Limits and Scale in Positions.  The CTAs have not agreed to limit 
the amount of additional equity that they may manage, and they contemplate 
managing (and in all likelihood will manage) additional equity.  Increased 
equity generally results in a larger demand for the same futures contract 
position among the accounts managed by a commodity trading advisor.  
Furthermore, a considerable number of analysts believe that a trading 
advisor's rate of return tends to decrease as the amount of equity under 
management increases.

                                        8
COMMENCEMENT OF TRADING WITH ONLY THE MINIMUM AMOUNT OF EQUITY

The Partnership will commence trading upon the sale of seven hundred (700) 
Units.  The General Partner has caused the Partnership to accept the risks of 
trading and payment of Offering Expenses prior to the sale of the total 
offering.  This decision could have been motivated, in part, by the need of 
the General Partner to commence trading as soon as possible to permit it to 
receive sales commissions, reimbursement of Expenses, and for the IB 
Affiliated with it to receive a portion of the fixed commissions.  However, 
the General Partner believes $700,000 is sufficient equity for the 
Partnership to break escrow, pay selling expenses, be obligated to pay 
Offering Expenses, and commence trading.

NO PRIOR OPERATION EXPERIENCE OF THE GENERAL PARTNER

The General Partner of this Partnership is a recently formed Delaware 
corporation which has not previously operated a commodity pool or engaged in 
any other business.  The risk to the Partnership of the lack of prior 
experience is diminished by the amount of experience the commodity trading 
advisors selected by the General Partner have to conduct the trading assigned 
to them.  See "The Commodity Trading Advisors".  In addition, the principal 
of the General Partner is the principal of the general partner of both 
another public commodity pool, Fremont Fund, Limited Partnership and a 
privately offered commodity pool, Auburn Fund, Limited Partnership, which is 
being offered simultaneously with this Partnership, and has over fourteen 
years of experience selecting commodity trading advisors to manage individual 
investor accounts and describing how individual managed futures accounts work 
to individual investors.  This experience is expected to benefit the 
Partnership in the quality of commodity trading advisors selected and the 
explanation of the operation of the Partnership and the attendant risks of 
investment in the Partnership to prospective investors.  See No Prior 
Performance.

LOWER COMMISSIONS FOR OTHER ACCOUNTS BECAUSE OF PARTNERSHIP ACTIVITY

The General Partner, and its principal, have not made agreements with or on 
behalf of the Partnerships with third parties for the purpose of benefit, 
directly or indirectly, to either of them; however, the maintenance of the 
Partnership's Assets with the Partnership's FCM is expected to increase 
trading activities which may enable the IB Affiliated with the principal of 
the General Partner to negotiate a lower payment to the FCM for clearing the 
trades of other accounts, including partnerships, presently in existence or 
established in the future by the General Partner, its principal, or other 
customers of the IB Affiliated with the principal of the General Partner, or 
its principals, and their Affiliates.  

FAILURE OF COMMODITY BROKERS OR BANKS 

If the FCM engaged by the Partnership to execute trades were to become 
bankrupt, it is possible that the Partnership would be able to recover none 
or only a small portion of its assets held by such FCM.  In addition, those 
funds deposited in the Partnership's account at a U.S. bank will be insured 
only up to $100,000 under existing Federal regulations.  All insured deposits 
are subject to delays in payment and amounts on deposit in a single bank in 
excess of $100,000 would be subject to the risk of total loss.

COUNTERPARTY CREDITWORTHINESS

The trading of commodities involves the entry of a contract or option to 
contract for the delivery of goods or money at a future date.  The value of 
the contract or option is directly dependent upon the creditworthiness of the 
other party to the contract.  The CTAs selected will engage in trading of 
commodities on United States Commodity Exchanges, foreign commodity 
exchanges, and the inter-bank currency markets.  The commodity exchange 
contracts and options traded on United States Exchanges are subject to 
regulation pursuant to the Commodity Exchange Act and are guaranteed by the 
credit of the members.  Contracts and options upon foreign commodity 
exchanges and the inter-bank currency markets are usually not regulated by 
specific laws and are backed only by the parties to the contracts.  It is 
possible for a price movement in a particular contract or option to be large 
enough to destroy the creditworthiness of the contracts and options issued by 
a particular party or all of the contracts and options of an entire market.  
The CTAs expect to manage this risk by trading a widely diversified portfolio 
of futures markets. 

TRADING ON FOREIGN EXCHANGES AND FORWARD CURRENCY CONTRACTS

The Partnership may trade in futures, forward and option contracts on 
exchanges located outside the United States where CFTC regulations do not 
apply, and trading on such exchanges may be subject to greater risks than 
trading on United States exchanges.  The trades will be denominated in the 
foreign currency at the location of the trade.  Accordingly, in addition to 
the price fluctuation of the position taken, the rate of inflation or other 
currency related factor may adversely effect the price.  The forward 
contracts are negotiated by the parties rather than by the open out-cry 
method used on United 

                                        9
States exchanges.  The Partnership may experience credit limitations and 
other disadvantages during negotiations.  There are no limitations on daily 
price moves or position limits in forward contracts, although the principals 
with which the Partnership may deal in the forward markets may limit the 
positions available to the Partnership as a consequence of credit 
considerations. 

OPTIONS TRADING RISKS

The Partnership may engage in the trading of options (both puts and calls).  
No assurance can be given that a liquid market will exist for any particular 
commodity option or at any particular time after a position is taken.  If 
there is insufficient liquidity in the option market at the time, the 
Partnership may not be able to buy or sell to offset (liquidate) the 
positions taken.

POSSIBLE EFFECTS OF POSITION LIMITS

The CFTC and the United States commodity exchanges have established limits 
referred to as "Speculative Position Limits" or "Position Limits" (these are 
different from "daily limits" described above) on the maximum net long or net 
short futures or options positions which any person or group of persons may 
own, hold, or control in futures contracts, except position limits do not 
presently apply to certain currency futures contracts.  All commodity 
accounts owned, controlled or managed by a CTA and the advisor's principals 
will be combined for position limit purposes, to the extent they may be 
applicable.  No limitations have been placed by the General Partner upon the 
positions or types of contracts which may be traded by the CTAs who will 
trade for the Partnership.

COMPETITION IS INTENSE

Commodity futures trading is highly competitive.  The Partnership will be 
competing with others who may have greater experience, more extensive 
information about and access to developments affecting the futures markets, 
more sophisticated means of analyzing and interpreting the futures markets, 
and greater financial resources.  The greater the experience and financial 
resources, the better chance an investor has to trade commodities at a 
profit.  The Partnership will be limited by trading without the advantages of 
a warehouse to take delivery of commodities or a large capital base to hold 
positions during a period when prices do not perform as expected.

GENERAL PARTNER AND CTAs TO SERVE OTHER COMPETING BUSINESSES

The General Partner and its principal expect to manage additional pools in 
the future which may use one or more of the CTAs (and, thus, similar trading 
methods as the Partnership) and also use the IB that is Affiliated with the 
principal of the General Partner to enable them to negotiate better terms for 
clearing and other services provided, which may produce better results for 
such other pools.  See "Responsibility of the General Partner".  The 
principal of the General Partner is also the principal of the general partner 
of both another public commodity pool, Fremont Fund, Limited Partnership, and 
a privately offered commodity pool, Auburn Fund, Limited Partnership, which 
is being offered simultaneously with this Partnership, which use the same IB 
and one of the CTAs (Frischmeyer) as the Partnership.  Each CTA currently 
manages other commodity accounts and may manage new or additional deposits to 
existing accounts, including personal accounts and other commodity pools.  
Although each CTA intends to use similar trading methods for the Partnership 
and all other discretionary accounts he manages, he may vary the trading 
method applicable to the Partnership from that used for other managed 
accounts.  No assurance is given that results of the Partnership's trading 
will be similar to that of any other accounts which are now, or in the 
future, concurrently managed by any CTA.  See "Risk Factors", "Trading 
Management", and "The Commodity Trading Advisors".

LIMITED PARTNERS WILL NOT PARTICIPATE IN MANAGEMENT

Limited Partners will not participate in the management of the Partnership or 
in the conduct of its business.  To the extent that a Limited Partner would 
attempt to become involved or identified with the management of the 
Partnership, such Limited Partner could be deemed a General Partner of the 
Partnership.  No such right is conferred upon any Limited Partner by the 
Partnership Agreement.  See Exhibit A, "The Limited Partnership Agreement".

NO ASSURANCE THAT UNITS NECESSARY TO COMMENCE BUSINESS WILL BE SOLD

Futures Investment Company and other broker dealers selected, if any, have no 
obligation to purchase Units or otherwise support the price of the Units.  
The broker dealer selling agreements obligate the broker dealers to use their 
best efforts only.  See "Subscription Procedure and Plan of Distribution".

                                        10
RISKS OF COMMENCEMENT OF BUSINESS AND CHANGES IN THE SIZE OF THE PARTNERSHIP

Upon the sale of the Minimum, the Partnership will encounter a start-up 
period during which it will incur certain risks relating to the initial 
assignment of equity to the CTAs and investment by the CTAs of its Net Assets 
in commodity trading positions.  The Partnership may commence trading 
operations at a difficult time, such as after sustained moves in the 
commodities markets, which result in significant initial losses.  Moreover, 
the start-up period also represents special risk in that the level of 
diversification of the Partnership's portfolio may be lower than in a fully-
committed portfolio.  The CTAs divide the equity assigned to them into 
uniform dollar amounts to trade.  For example, Mr. Frischmeyer uses his best 
efforts to trade every $40,000 the same.  In other words, the Trading Matrix 
for Mr. Frischmeyer is $40,000.  No assurance can be given that the CTAs' 
procedures for moving to a Fully-Committed Assigned Share of the $700,000 
portfolio or any substantial increase or decrease in equity in the future, 
will be successful.  For example, a CTA may have determined that the grains 
are in short supply and have taken a position in February while the 
Partnership is not ready to break escrow until May.  The entry into the 
grains in May could be too late to experience the gains required to assume 
the risk of taking the position and the CTA may elect to defer taking a fully 
invested position until his grain trade is completed for his other accounts.  
See the Definitions in Appendix I for the definitions of Trading Matrix and 
Fully Committed Assigned Share.

STATE SECURITIES ADMINISTRATORS NET WORTH OF THE GENERAL PARTNER REQUIREMENT

The state securities administrators have established guidelines applicable to 
the sale of interests in commodity pool limited partnerships.  Among those 
guidelines is the requirement that the Net Worth of a sole corporate general 
partner be equal to five percent (5%) of the amount of the offering; 
provided, however, such Net Worth is never to be less than $50,000 nor is it 
required to be more than $1,000,000.  The General Partner intends to use its 
best efforts to maintain its Net Worth in compliance with these guidelines.  
There can be no assurance, however, that the General Partner can maintain its 
Net Worth in conformity with these requirements.  The reduction in Net Worth 
to below these limits will cause a suspension in trading to permit the 
General Partner to restore its Net Worth or to liquidate the Partnership.  
Any successful claims against the General Partner are expected to be limited 
in amount of recovery to the amount of Net Worth maintained by the General 
Partner.

RELIANCE ON THE GENERAL PARTNER

Limited Partners will be relying entirely on the ability of the General 
Partner to select and to monitor the commodity trading activity of the 
Partnership, including the CTAs and any additional or substituted trading 
advisors that may be retained in the future.  Ms. Pacult is the sole 
principal and officer of the General Partner, is a principal of the IB and 
the Selling Agent, and the Partnership currently has no employees and, 
therefore, no report of executive compensation is made in this Prospectus.  
In addition, the General Partner must maintain sufficient net worth to make 
this offering pursuant to the rules and regulations of certain State 
Securities Administrators (the "NASAA Guidelines") and to maintain the tax 
status of the Partnership pursuant to the Rules and Regulations of the 
Federal Internal Revenue Service ("IRS Requirements").  To accomplish those 
results, the General Partner has entered into a Subordinated Loan Agreement 
dated February 1, 1998, with Ms. Pacult whereby Ms. Pacult has agreed to loan 
up to $100,000 to the General Partner to be repaid on January 12, 2019, or at 
such time as the General Partner has sufficient net worth to comply with 
NASAA Guidelines and IRS Requirements.

NET WORTH OF GENERAL PARTNER - FEDERAL TAX REQUIREMENT AND POSSIBILITY OF 
TAXATION AS A CORPORATION

When a sole general partner is a corporation, as is the case in this 
Partnership, IRS Requirements include a "significant" Net Worth test as one 
of the elements examined to determine if a partnership will be taxed as a 
partnership rather than as an association taxed as a corporation.  The 
General Partner, to qualify for the safe harbor ("Safe Harbor") definition of 
"significant" Net Worth is required to maintain a net worth of fifteen 
percent (15%) of the first $2,500,000 of capital contributions to all such 
partnerships or $250,000, whichever is less, and, ten percent (10%) of all 
capital contributions in excess of $2,500,000.  The General Partner intends 
to use its best efforts to utilize this Safe Harbor or otherwise to satisfy 
the IRS requirements necessary to cause the Partnership to be taxed as a 
partnership and not as a corporation.  The tax status of the Partnership has 
not been confirmed by a ruling from the IRS.  No such ruling has been or will 
be requested on behalf of the Partnership.  If the Partnership should be 
taxed as a corporation for Federal income tax purposes in any taxable year or 
years, (i) income or loss of the Partnership would not be passed through to 
the Partners; and, (ii) the Partnership would be subject to tax on its income 
at the rate of tax applicable to corporations; and, (iii) all or a portion of 
distributions, if any, made to Partners would be taxed to the Partners as 
dividend income; and, (iv) the amount of such 

                                        11
distributions would not be deductible by the Partnership in computing its 
taxable income.  See the "Federal Income Tax Aspects" section of this 
Prospectus.  

RETIREMENT PLAN AND IRA PARTICIPANTS

The purchase of a Unit does not itself create an IRA and the creation and 
administration of an IRA are solely the responsibility of the investor.  A 
retirement account should carefully consider the diversification of the 
retirement assets and one should not place more of those assets in this 
Partnership than the investor determines is prudent to allocate to highly 
speculative, high risk investments, such as the Partnership.  The General 
Partner does not undertake to advise investors in any manner (including 
diversification, prudence and liquidity) with respect to investment in the 
Partnership for any investor, including retirement accounts. 

NOT AN INVESTMENT COMPANY

The Partnership, the General Partner, Ms. Pacult, and the Commodity Trading 
Advisors are not required nor do they intend to be registered under the 
Investment Company Act of 1940, as amended (or any similar state law) as 
either an investment company or investment advisor.  Investors, therefore, 
are not accorded the protective measures provided by any such legislation.

POSSIBILITY OF AUDIT AND TAX MATTERS PARTNER

Historically, partnerships have had a higher percentage of returns audited by 
the IRS than other forms of business entities.  In the event of any such 
audit of the Partnership's return, there can be no assurance that adjustments 
to the reported items will not be made.  If an audit results in an 
adjustment, Partners may be required to file amended returns, may be subject 
to a separate audit, and may be required to pay back taxes, plus penalty and 
interest.  The General Partner is named "tax matters partner" and has been 
granted the power to settle any claim from the IRS on behalf of each Limited 
Partner who holds one percent (1%) or less in the Partnership, who does not 
timely object to the exercise of such authority, after notice.  See "Federal 
Income Tax Aspects".

POSSIBLE ADVERSE DETERMINATION BY THE IRS

The General Partner has obtained the opinion of The Scott Law Firm, P.A. that 
the Partnership, as it is intended to be operated by the General Partner, 
will be taxed as a Partnership and not as an association taxable as a 
corporation.  The Law Firm is not able to opine upon the tax treatment of 
certain Offering and operating Expenses as the determination depends upon 
questions of fact to be resolved by the General Partner on behalf of the 
Partnership.  For example, commodity trading adviser fees are aggregated with 
employee business expenses and other expenses of producing income and the 
aggregate of such expenses is deductible only to the extent such amount 
exceeds 2% of the taxpayer's adjusted gross income.  It is the General 
Partner's position that the Partnership's intended operations will qualify as 
a trade or business.  If this position is sustained, the brokerage 
commissions and performance fees will be deductible as ordinary and necessary 
business expenses.  In the event of an adverse determination by the IRS, 
these expenses would be added back to the income earned by the Partnership 
and the Form K-1 submitted to each Partner revised upward to reflect this 
additional income.  Were this event to occur, it is likely that the reporting 
year adjustment would be after the individual tax returns were filed by the 
Partners.  The Partners would be required to file amended returns and pay 
interest and penalty, if any, related to the increase in tax assessed upon 
the increase in reportable income.  Such increase in reportable income would 
not result in an increase in the Net Asset Value of the Units owned by the 
Partners.  Syndication costs to organize the Partnership and Offering 
Expenses will not be deductible or amortizable by the Partnership or its 
Partners.

                            CONFLICTS OF INTEREST

Significant actual and potential conflicts of interest exist in the structure 
and operation of the Partnership.  The General Partner has used its best 
efforts to identify and describe all potential conflicts of interest which 
may be present under this heading and elsewhere in this Prospectus and the 
Exhibits attached hereto.  Prospective investors should consider that the 
General Partner intends to assert that Partners have, by subscribing to the 
Partnership, consented to the existence of such potential conflicts of 
interest as are described in this Prospectus and the Exhibits, in the event 
of any claim or other proceeding against the General Partner, any principal 
of the General Partner, the CTAs, any Principal of the CTAs, the 
Partnership's FCM, or any principal of the FCM, the Partnership's IB or any 
principal or any Affiliate of any of them alleging that such conflicts 
violated any duty owed by any of them to said subscriber.  Specifically, the 
Selling Agent is 

                                        12
Affiliated with the principal of the General Partner and, therefore, no 
independent due diligence of the Partnership or the General Partner will be 
made by a National Association of Securities Dealers, Inc. member. 

MANAGEMENT OF OTHER EQUITY AND FOR THEIR OWN ACCOUNTS BY THE GENERAL PARTNER, 
THE CTAs, AND THEIR PRINCIPALS

The right of both Ms. Shira Del Pacult, the principal of the General Partner, 
and the General Partner to manage and the actual management by the CTAs of 
accounts they or their Affiliates own or control and other commodity accounts 
and pools presents the potential for conflicts of interest.  There is no 
limitation upon the right of Ms. Pacult, the General Partner, the CTAs, or 
any of their Affiliates to engage in trading commodities for their own 
account.  It is possible for these persons to take their positions in their 
personal accounts prior to the orders they know they are going to place for 
the money they manage for others.  The General Partner will obtain 
representations from all of these persons and their Affiliates that no such 
prior orders will be entered for their personal accounts.  The Partnership's 
CTAs will be effecting trades for his own accounts and for others (including 
other commodity pools in competition with this Pool) on a discretionary 
basis.  It is possible that positions taken by the CTAs for other accounts 
may be taken ahead of or opposite positions taken on behalf of the 
Partnership.  The General Partner and its principal, should they form other 
commodity pools, and the CTAs may have financial incentives to favor other 
accounts over the Partnership.  In the event the General Partner, any of its 
principal, or any CTA, or any of their principals trade for their own 
account, such trading records shall not be made available for inspection.  
The General Partner and its principal do not presently intend to engage in 
trading for their own account.  The CTAs do intend to trade for their own 
account.  Any trading for their personal accounts by the General Partner, any 
commodity trading advisor selected to trade for the Partnership or any of 
their principals could present a conflict of interest in regard to position 
limits, timing of the taking of positions or other similar conflicts.  The 
result to the Partnership would be a reduction in the potential for profit 
should the entry or exit of positions be at unfavorable prices by virtue of 
position limits or entry of other trades in front of the Partnership trades 
by the General Partner or CTAs responsible for the management of the 
Partnership.

POSSIBLE RETENTION OF VOTING CONTROL BY THE GENERAL PARTNER

There is no limit upon the number of Units in the Partnership the General 
Partner and its principal and Affiliates may purchase, and it is possible, 
though unlikely, that the General Partner and its affiliates could purchase 
sufficient Units in the Fund to retain voting control.  It will be possible 
for them to vote, individually or as a block, to create a conflict with the 
best interests of the Partnership, in regard to the selection of commodity 
trading advisors which do not trade frequently to protect the nine percent 
(9%) fixed commission paid by the Partnership to the Introducing Broker.  
However, since the General Partner is not entitled to vote on questions 
related to its removal, that possibility does not present a conflict of 
interests to the partnership.

GENERAL PARTNER TO REMAIN AGAINST POSSIBLE BEST INTEREST OF PARTNERSHIP

The General Partner's financial interest in the operation of the Partnership, 
creates a disincentive for it to voluntarily replace itself, even if such 
replacement would be in the best interest of the Partnership.  

FEES AND CHARGES TO THE PARTNERSHIP PAID TO GENERAL PARTNER NOT NEGOTIATED

The three percent (3%) management fee to the General Partner and the amount 
of the fixed commission of nine percent (9%) per year in lieu of round-turn 
brokerage commissions, payable to the IB that is Affiliated with the 
principal of the General Partner, have not been negotiated at arm's length.  
The General Partner has a conflict of interest between its responsibility to 
manage the Partnership for the benefit of the Limited Partners and the 
General Partner's interest in receiving the management fee and the IB 
Affiliated with the principal of the General Partner receiving the difference 
between the fixed commission charged the Partnership and the actual 
transaction costs incurred by the FCM as a result of the frequency of trades 
entered by the CTAs.  See "Charges to the Partnership".  The General Partner 
will select the CTAs to manage the Partnership assets and the CTAs determine 
the frequency of trading.  Because the IB Affiliated with the General Partner 
will receive the difference between the brokerage commissions and other costs 
which will be paid on behalf of the Partnership and the fixed commission, the 
General Partner's best interests are served if it selects trading advisors 
which will trade the Partnership's Net Assets assigned to them in a way to 
minimize the frequency of trades to maximize the difference between the fixed 
commission and the round-turn commissions and other costs to trade charged by 
the FCM; i.e., it is in the best interest of the General Partner to reduce 
the frequency of trading rather than concentrate on the expected 
profitability of the CTAs without regard to frequency of trades.  This 
conflict is offset by the fact the General Partner does not select any of the 
trades and the CTAs is paid an incentive of 15% of New Net Profits.  The 
arrangements 

                                        13
between the General Partner and the Partnership with respect to the payment 
of the commissions are consistent in cost with arrangements other comparable 
commodity pools have made to clear their trades.  These arrangements are fair 
to the Partnership and its investors because the General Partner has assumed 
the risk of frequency of trading, up to a maximum of three times the normal 
rate by the CTAs and has assumed all liability for the payment of trailing 
commissions.

CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE

Certain actual and potential conflicts of interest do exist in the structure 
and operation of the Partnership which must be considered by investors before 
they purchase Units in the Partnership.  See "Risk Factors", "Conflicts of 
Interest", and "The Limited Partnership Agreement" attached as Exhibit A to 
the Prospectus.  In addition, the Selling Agent is Affiliated with the 
principal of the General Partner and, therefore, no independent due diligence 
of the offering will be conducted for the protection of the investors.  The 
General Partner has taken steps to insure that the Partnership equity is held 
in segregated accounts at the banks and futures commission merchant selected 
and has otherwise assured the Selling Agent that all money on deposit is in 
the name of and for the beneficial use of the Partnership.

GENERAL PARTNER TO DISCOURAGE REDEMPTIONS

The General Partner has an incentive to withhold distributions and to 
discourage Redemption because the General Partner receives compensation based 
on the Net Asset Value of the Partnership assigned to the CTAs to trade. 
HIGH RISK TRADING BY THE CTAs TO GENERATE INCENTIVE FEES
As a general rule, the greater the risk assumed, the greater the potential 
for profit.  Because the CTAs are compensated by the General Partner based on 
15% of the New Net Profit of the Partnership, it is possible that the CTAs 
will select trades which are otherwise too risky for the Partnership to 
assume to earn the 15% incentive fee on the profit should that ill-advised 
speculative trade prove to be profitable.  

IB AFFILIATED WITH THE GENERAL PARTNER TO RETAIN A SHARE OF THE COMMISSIONS

The Partnership will pay a fixed brokerage commission of 9% per year, payable 
monthly upon the assets assigned by the General Partner for trading to 
Futures Investment Company, an introducing broker Affiliated with the General 
Partner.  Futures Investment Company will retain so much of the fixed 
brokerage commission as remains after payment of the round turn brokerage 
commissions to the Futures Commission Merchant and the 6% per year trailing 
commissions to the associated persons who service the Partners' accounts in 
the Partnership.  Because the principal of the General Partner, Ms. Shira 
Pacult, is also a principal in the IB and the Selling Agent, there is a 
likelihood that the Partnership will continue to retain the IB even though 
other IB's may be available to provide better service to the Partners and 
their accounts.

NO RESOLUTION OF CONFLICTS PROCEDURES

As is typical in many futures partnerships, the General Partner has not 
established formal procedures, and none are expected to be established in the 
future, to resolve the potential conflicts of interest which may arise.  It 
will be extremely difficult, if not impossible, for the General Partner to 
assure that these and future potential conflicts will not, in fact, result in 
adverse consequences to the Partnership or the Limited Partners.  The 
foregoing list of risk factors and conflicts of interest is complete as of 
the date of this Prospectus, however, additional risks and conflicts may 
occur which are not presently foreseen by the General Partner.  Investors are 
not to construe this Prospectus as legal or tax advice.  Before determining 
to invest in the Units, potential investors should read this entire 
Prospectus, including the limited partnership agreement attached as Exhibit A 
and the subscription agreement, and consult with their own personal legal, 
tax, and other professional advisors as to the legal, tax, and economic 
aspects of a purchase of Units and the suitability of such purchase for them.  
See "Investor Suitability".  

INTERESTS OF NAMED EXPERTS AND COUNSEL

The General Partner has employed The Scott Law Firm, P.A. to prepare this 
Prospectus, provide certain tax advice and opine upon the legality of the 
issuance of the Units.  Neither the Law Firm nor its principal, nor any 
accountant or other expert employed by the General Partner to render advice 
in connection with the preparation of the Prospectus or any documents 
attendant thereto, have been retained on a contingent fee basis nor do they 
have any present interest or future expectation of ownership in the 
Partnership or its General Partner or the Underwriter or the CTAs or the IB 
or the FCM. 

                                        14
THE PARTNERSHIP AND FUTURES INVESTMENT COMPANY SHARE THE SAME ADDRESS

Both the Partnership and the Introducing Broker/Selling Agent, FIC currently 
reside at 5916 N. 300 West, Fremont, IN 46737.  It is possible, though 
unlikely, that mail correspondence, files, or other materials belonging to or 
intended for the Partnership could become intermixed with like items 
belonging to or intended for FIC.  To prevent this from occurring, strictly 
separate files will be maintained for both entities.

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          THE PARTNERSHIP - GENERAL PARTNER - BOOKS AND RECORDS 

Atlas Futures Fund, Limited Partnership (the "Partnership") was organized 
under the Delaware Uniform Limited Partnership Act as of January 12, 1998.  
The principal office of the Partnership is located at 5916 N. 300 West, 
Fremont, IN 46737.  Its telephone number is (219) 833-1306 and facsimile 
number is (219) 833-4411.  The Partnership will terminate at 11:59 p.m. on 
January 12, 2019, or upon an event causing an earlier termination as set 
forth in the Limited Partnership Agreement.  See Exhibit A - "Termination of 
the Partnership".  

The Partnership is managed by its General Partner, Ashley Capital Management, 
Inc., a Delaware corporation, incorporated on October 15, 1996 (the "General 
Partner" and "Commodity Pool Operator").  The Partnership will not have 
officers or employees and, therefore, there is no report of executive 
compensation in this Prospectus.  The General Partner's principal office is 
c/o Corporate Systems Inc., 101 North Fairfield Drive, Dover, Kent County, DE 
19901.  Ms. Shira Del Pacult is the sole principal, shareholder, director, 
and officer of the General Partner and has no ownership in any of the CTAs or 
the selling broker dealer.  Mr. Michael Pacult, Ms. Pacult's husband, will 
have no ownership or role in the management of the General Partner, but will 
be an associated person, officer and fifty percent shareholder in the 
Affiliated Introducing Broker and Selling Agent, Futures Investment Company, 
which will be paid the fixed brokerage commissions by the Partnership.  Mr. 
Pacult is expected to sell Units in the Partnership.  The principal of the 
General Partner has over fourteen years of experience in the sale of 
commodity pool interests for other pool operators and the management of 
individual managed commodity accounts, and is the principal of the general 
partner of both another public commodity pool, Fremont Fund, Limited 
Partnership and a privately offered commodity pool, Auburn Fund, Limited 
Partnership, which is being offered simultaneously with this Partnership. 

The books and records for the Partnership will be maintained for six years at 
5916 N. 300 West, P. O. Box C, Fremont, Indiana 46737.  A duplicate set of 
the books will be maintained by Mr. James Hepner, Certified Public 
Accountant, 1824 N. Normandy, Chicago, IL 60635, (773) 804-0074.  Mr. Hepner 
will also prepare the Form K-1 for the Partnership.  The General Partner will 
server as tax partner for the Partnership.  Frank L. Sassetti, & Co., 6611 
West North Avenue, Oak Park, IL 60302 will conduct the annual audit of the 
Partnership and its General Partner and also prepare the Partnership tax 
returns.

THE COMMODITY TRADING ADVISORS

The General Partner has initially selected three independent commodity 
trading advisors ("CTAs") to conduct trading on behalf of the Partnership.  
They are Michael J. Frischmeyer, who is to receive 70% of the assets assigned 
by the General Partner to trade, Commoditech, Inc., which is to receive 10% 
of such assets, and Rosenbery Capital Management, Inc., which is to receive 
10% of such assets, J.A.H. Research and Trading, which is to receive 5% of 
such assets, and C&M Traders, Inc., which is to receive the remaining 5% of 
such assets.  The General Partner has provided the CTAs with a revocable 
power of attorney pursuant to the terms of an advisory contract between the 
Partnership and the CTAs to trade the account or accounts of the Partnership 
assigned by the General Partner to the CTAs to trade.  The markets to be 
traded, the location of those markets, the size of the position to be taken 
in each market, the timing of entry and exit in a market are within the sole 
judgment of the CTAs.

THE ADVISORY CONTRACTS AND POWERS OF ATTORNEY

The General Partner will assign a portion of the Partnership assets to the 
CTAs it selects to trade.  The terms of this assignment of assets is governed 
by Advisory Contracts and Powers of Attorney signed with each CTA.  See 
Exhibits F, G H, I and J.  The Advisory Contracts and Powers of Attorney 
granted by the Partnership to the CTAs is terminable upon immediate notice by 
either party to the other.  Accordingly, neither party can rely upon the 
continuation of the Advisory Contracts and Powers of Attorney.  Should the 
Partnership prove to be profitable it is unlikely the General Partner will 
terminate the Powers of Attorney granted to the CTAs responsible for the 
production of those profits.

                                        15
BUSINESS OBJECTIVE AND EXPENSES

The General Partner organized the Partnership to be a commodity pool, as that 
term is defined under the Commodity Exchange Act, to trade exchange listed 
futures contracts and non-listed forward contracts and options upon those 
contracts to produce profits to the investors in the Partnership.  The 
General Partner is authorized to do any and all things on behalf of the 
Partnership incident thereto or connected therewith.  See Article II of The 
Limited Partnership Agreement, attached as Exhibit A.  The plan of operation 
is for the General Partner to employ independent investment management to 
conduct this trading.  The Partnership is not expected to engage in any other 
business.  The objective of the Partnership is to achieve the potentially 
high rates of return which are possible through speculative trading in the 
contracts and in the markets identified in "The Commodity Trading Advisors".  
The General Partner intends to allocate substantially all of the Partnership 
Capital to conduct this trading with the CTAs identified in "The Commodity 
Trading Advisors".  The CTAs have advised that they intend to allocate 
between 20% and 30% of the Capital assigned to them to trade to margin and 
secure the trading positions they select.  There can be no assurance that the 
Partnership will achieve its business objectives, be able to pay the costs to 
do business, or avoid substantial trading losses.  

In that regard, the Partnership is subject to substantial fixed charges.  The 
General Partner will be paid a management fee of three percent (3%) of Net 
Asset Value; in addition, the CTAs will be paid a three percent (3%) 
management fee upon the equity assigned to them, and the Partnership will pay 
fixed brokerage commissions of nine percent (9%) of assets assigned by the 
General Partner for trading to the IB.  Accordingly, to redeem a Unit at the 
original face value at the end of the first twelve months of trading and 
avoid a loss, the Partnership will need to generate, annually, interest 
income and gross trading profits of 34.3%, which includes the fixed costs of 
administration, which are estimated by the General Partner to be 
approximately $23,000 per year, ($5,000 for legal fees and $18,000 for 
accounting and audit fees), Offering Expenses estimated to be $47,000, and 
Organizational Expenses of $5,000, amortized on a straight line method over 
60 months.  The General Partner has advanced the Offering Expenses but will 
be reimbursed for such expenses from the gross proceeds of the Offering from 
the break of Escrow at the time of the Initial Closing.  Upon admission of 
subsequent Partners to the Partnership, a charge will be made to such newly 
admitted Partners equal to their pro-rata share of the Offering Expenses 
which will be credited to the Capital Accounts of the prior admitted Partners 
to reimburse them for the Offering Expenses they advanced.

Below is a chart setting forth expenses during the first twelve full months 
of the Partnership's operations.  All interest income will be paid to the 
Partnership.  The chart below assumes that the Partnership's Unit value 
remains at $1,000 during the first 12 months of the Partnership's operations.

                              EXPENSES PER UNIT
                FOR THE FIRST 12-MONTH PERIOD OF OPERATIONS
Minimum        Maximum
Gross Units Sold                                $ 700,000.00  $5,000,000.00

Selling Price per Unit (1)                      $   1,000.00  $    1,000.00

 Selling Commission (1)                         $      60.00  $       60.00
 Offering and Organizational Expenses (2)              68.33           9.57
 General Partner's Management Fee                      30.00          30.00
 Partnership Operating Expenses (3)                    32.86           4.60
 Trading Advisors' Management Fees (4)                 30.00          30.00
 Trading Advisors' Incentive Fees on New 
   Net Profits (5)                                     51.39          36.03
 Brokerage Commissions and Trading Fees (6)            90.00          90.00
 Redemption Fee (7)                                    40.00          40.00  
 Less Interest Income (8)                             (60.00)        (60.00)  
 
Amount of Trading Income Required for the
 Partnership's Net Asset Value per Unit 
 (Redemption Value) at the End of One Year 
 to Equal the Selling Price per Unit (9)            $ 342.58       $ 240.20

 Percentage of Initial Selling Price per Unit          34.3%          24.0%

                                        16
Explanatory Notes: 

(1) Investors will initially purchase Units at $1,000 per Unit.  After the 
commencement of trading, Units will be purchased at the Partnership's month-
end Net Asset Value per Unit.  A 6% sales commission, subject to waiver at 
the sole discretion of the General Partner, will be deducted from each 
subscription. 

(2) The Partnership will reimburse the General Partner for Offering Expenses, 
estimated to be a total of $47,000, from the gross proceeds of the offering 
at the time of the break of Escrow for the sale of the Minimum.  The 
Partnership will also reimburse the General Partner for $5,000 in 
Organizational Expenses to be amortized on a straight line method over the 
first 60 months of the Partnership's operation.  Upon admission of subsequent 
Partners to the Partnership, a charge will be made to such newly admitted 
Partners equal to their pro-rata share of the Offering Expenses which will be 
credited to the Capital Accounts of the prior admitted Partners to reimburse 
them for the Offering Expenses they advanced.  Offering and Organizational 
Expenses includes all Offering Expenses of $47,000 and one fifth ($1,000, or 
12 months' worth) of the Organizational Expenses.

(3) The Partnership's actual accounting, auditing, legal and other operating 
expenses will be borne by the Partnership.  These expenses are estimated to 
be $23,000 per year without regard to whether the Minimum or the Maximum is 
sold.  These expenses have been computed against the Minimum Partnership 
Beginning Capital of $658,000 and maximum of $4,700,000 to allow for 
deduction of sales commissions.

(4) The Partnership's CTAs will be paid a total monthly management fee of 1/4 
of 1% of Allocated Net Assets.

(5) Each CTA will receive an incentive fee of 15% of New Net Profits each 
quarter earned upon the Capital assigned to him to trade.  The $51.39 of 
incentive fees shown above is equal to 15% of total trading income of $342.58 
adjusted to earn sufficient income to return the original $1,000 to the 
investor upon Redemption at the end of the first year without computation of 
incentive fee upon the interest earned or the incentive fee to be paid and 
without reduction for brokerage commissions and after payment of management 
fees to the General Partner and the CTAs.

(6) Brokerage commissions and trading fees are fixed at 9% of assets assigned 
by the General Partner for trading.  For purposes of this calculation, the 
assumption is that all equity will be made available to the CTAs to trade.

(7) The Redemption Fee of 4% is computed upon the assumed $1,000 value of the 
Redemption at the end of the first year.

(8) The Partnership will earn interest on margin deposits with its Futures 
Commission Merchant and Bank Deposits.  Based on current interest rates, 
interest income is estimated at 6% of Net Asset Value. 

(9) This computation assumes there will be no claims or extra-ordinary 
expenses during the first year.
THE ABOVE PRESENTATION DOES NOT CONSTITUTE REPRESENTATION BY THE PARTNERSHIP 
AS TO THE ACTUAL OPERATING EXPENSES OR INTEREST INCOME OF THE PARTNERSHIP.  
THERE CAN BE NO ASSURANCE THAT THE EXPENSES TO BE INCURRED BY THE PARTNERSHIP 
WILL NOT EXCEED THE AMOUNTS AS PROJECTED OR THAT THERE WILL BE NO OTHER 
EXPENSES.

In addition, Partners will be required to pay Federal, state and local taxes 
upon income, if any, in the year earned by the Partnership, although there 
will be no expectations of distributions of income during that, or any other, 
year.  Accordingly, the purchase of Units in the Partnership is intended to 
be a long-term investment.  Neither the General Partner nor any other person 
has made any promise or guarantee that the Partnership will be profitable or 
otherwise meet its objectives.  The General Partner has made no guarantee 
that the Partnership will break even or produce any other rate of return per 
year.  All interest income earned upon the Capital of the Partnership will be 
paid to the Partners in their pro rata share determined by the amount of 
Capital each Partner, including the General Partner, has contributed to the 
Partnership.  The current rate of interest income expected is 6% per year.  
The General Partner estimates that 20% to 30% of total Capital, as that term 
is defined in Exhibit A, will be used for margin purposes each year.  The 
specific futures contracts to be traded, the exchanges and forward markets, 
and the trading methods of the CTAs selected are identified in "The Commodity 
Trading Advisors".

                                        17
SECURITIES OFFERED

Atlas Futures Fund, Limited Partnership (the "Partnership") will offer and 
sell Limited Partnership interests in the Partnership which will have pro 
rata rights to profit and losses with all other owners equal to the Capital 
they have contributed but Limited Partners will have limited obligations to 
pay the debts of the Partnership in excess of their contribution to Capital 
plus their undistributed profits, less losses.  The Limited Partners will not 
be exposed to payment of debts of the Partnership in excess of their Capital 
contributions; provided, however, in the event the Limited Partners were to 
receive distributions which represent a return of Capital, such 
distributions, in the event of insolvency of the Partnership, would have to 
be returned to pay Partnership debts.  In addition, these interests will have 
no voice in the day to day management of the Partnership.  They will have the 
right to vote on Partnership matters such as the replacement of the General 
Partner.  See the Partnership Agreement attached as Exhibit A. 

These Limited Partnership interests are defined as the units (the "Units") 
which are offered for sale for One Thousand Dollars ($l,000) per Unit.  This 
sales price per Unit was arbitrarily set by the General Partner without 
regard to expected earnings and does not represent present or projected 
market or Redemption value.  Funds with respect to subscriptions received 
prior to the commencement of trading operations by the Partnership (and not 
rejected by the General Partner) will be deposited and held in a separate 
escrow account (the "Escrow Account") in the name of the Partnership at Star 
Financial Bank, 2004 N. Wayne St., Angola, IN 46703 (the "Escrow Agent").  If 
the General Partner has not accepted subscriptions for the 700 Units (the 
"Minimum") before the lapse of one year from the date of this Prospectus, 
(the "Initial Offering Period"), this offering will terminate and all 
documents and amounts deposited to the Escrow Account by subscribers will be 
returned, plus interest and without deduction for any commissions, fees or 
costs.  Upon the sale of the Minimum, the Partnership will commence trading.  
The remaining 4,300 Units will be offered for sale at a price per Unit equal 
to the Net Asset Value Per Unit as of the close of trading on the effective 
date of such purchase, which will be the close on the last business day of 
the month in which the General Partner accepts a duly executed Subscription 
Agreement and capital contribution from the subscriber.  No escrow will be 
utilized for Units sold after the sale of the Minimum.  All subscriptions are 
irrevocable and subscription payments, after the statutory withdrawal period, 
if any, which are accepted by the General Partner, and either deposited in 
the Escrow Account or in the Partnership account, may not be withdrawn by 
subscribers.  Although a maximum of $5,000,000 of Units are offered hereby, 
the Limited Partnership Agreement authorizes the General Partner to sell 
additional Units and there is, therefore, no maximum aggregate number or 
contribution for Units which may be offered or sold by the Partnership.  
There cannot be any assurance that the Minimum Units or any additional Units 
will be sold and the General Partner is authorized, in its sole discretion, 
to terminate this, or any future, offering of Units.

MANAGEMENT'S DISCUSSION 

This is the first offering of the Partnership's Limited Partnership Interests 
(the "Units").  The Limited Partnership Agreement permits future offerings of 
Units after the close of this offering.  The Partnership has not commenced 
operations and none will commence until after the sale of 700 Units, $700,000 
in face amount, before commissions, (the "Minimum") are sold and the Escrow 
is terminated.  The Partnership has no prior operating history and, 
therefore, there is no discussion of results of operations.

The Partnership will raise capital only through the sale of Units offered 
pursuant to this and future offerings, if any, and does not intend to raise 
money for any purpose through borrowing.  The Partnership will make certain 
capital expenditures, such as for the preparation of this Prospectus and 
other expenditures to qualify the Units for sale, and for office equipment, 
and expects to allocate all of its capital not used to pay those capital and 
operating expenses to trading and other investments.  There is no report of 
executive compensation in this Prospectus as the Partnership will not have 
any directors, officers or employees;  furthermore, the Partnership will 
conduct all of its business through the General Partner.

The General Partner has authorized the IB to select Vision Limited 
Partnership to serve as the futures commission merchant (the "FCM") to hold 
the funds allocated to the Commodity Trading Advisors to trade.  On a daily 
basis, the FCM will transmit a computer run or facsimile transmission to the 
General Partner which will depict the positions held, the margin allocated 
and the profit or loss on the positions from the date the positions were 
taken.  The General Partner will review these transmissions and based upon 
that review will determine and, with the advice of the CTAs, will make 
appropriate adjustments to the allocation of Net Asset Value to trade; 
provided, however, only the CTAs will make specific trades and determine the 
number of positions taken and the timing of entry and departure from the 
markets based upon the amount of equity available to trade.

                                        18
Most United States commodity exchanges limit fluctuations in commodity 
futures contracts prices during a single day by regulations referred to as 
"daily price fluctuation limits" or "daily limits".  Once the price of a 
futures contract has reached the daily limit for that day, positions in that 
contract can neither be taken nor liquidated.  Commodity futures prices have 
occasionally moved to the daily limit for several consecutive days with 
little or no trading.  Similar occurrences could prevent the Partnership from 
promptly liquidating unfavorable positions and subject the Partnership to 
substantial losses which could exceed the margin initially committed to such 
trades.  In addition, even if commodity futures prices have not moved the 
daily limit, the Partnership may not be able to execute futures trades at 
favorable prices, if little trading in such contracts is taking place or the 
price move in a futures or forward contract is both sudden and substantial.  
Other than these limitations on liquidity, which are inherent in the 
Partnership's proposed commodity futures trading operations, the 
Partnership's assets are expected to be highly liquid.

Once the Minimum is sold and the Partnership commences operations, except for 
payment of offering and other expenses of the Partnership, the General 
Partner is unaware of any (i) anticipated known demands, commitments or 
required capital expenditures; (ii) material trends, favorable or 
unfavorable, which will effect its capital resources; or (iii) trends or 
uncertainties that will have a material effect on operations.  From time to 
time, certain regulatory agencies have proposed increased margin requirements 
on commodity futures contracts.  Because the Partnership generally will use a 
small percentage of assets for margin, the Partnership does not believe that 
any increase in margin requirements, as proposed, will have a material effect 
on the Partnership's proposed operations.  Management cannot predict whether 
the Partnership's Net Asset Value per Unit will increase or decrease.  
Inflation is not projected to be a significant factor in the Partnership's 
operations, except to the extent inflation influences futures' prices.

FIDUCIARY RESPONSIBILITY OF THE GENERAL PARTNER

The General Partner has a fiduciary responsibility to the Limited Partners to 
exercise good faith and fairness in all dealings affecting the Partnership.  
In the event that a Limited Partner believes the General Partner has violated 
such fiduciary duty to the Limited Partners, a Limited Partner may seek legal 
relief for such Limited Partner or on behalf of the Partnership under 
applicable laws, including Delaware partnership and applicable Federal and 
state securities laws, to recover damages from or require an accounting by 
the General Partner.  The Partnership Agreement conforms with the Uniform 
Limited Partnership Act for the State of Delaware in regard to the definition 
of the fiduciary duties of the General Partner.  

In addition, Partners are afforded certain rights to institute reparations 
proceedings under the Commodity Exchange Act for violations of such Act or of 
any rule, regulation or order of the CFTC by the General Partner, the CTAs 
selected and the Introducing Broker and the Futures Commission Merchant.  For 
example, excessive trading of the Partnership's account may constitute a 
violation of such Act.  A Limited Partner may also institute legal 
proceedings in court for excessive trading and may have a right to institute 
legal proceedings in court for certain violations of applicable laws, 
including the Commodity Exchange Act or rules, regulations or orders of the 
CFTC.  The General Partner will have certain defenses to claims that it is 
liable merely because the Partnership lost money or otherwise did not meet 
its business objectives.  For example, the General Partner will not be liable 
for actions taken in good faith and exercise of its best business judgment.

Also, the responsibility of a general partner to other partners is a changing 
area of the law and Limited Partners who have questions concerning the 
responsibilities of the General Partner should, from time to time, consult 
their own legal counsel. 

INDEMNIFICATION

The Limited Partnership Agreement provides that the General Partner shall not 
be liable, responsible or accountable in damages or otherwise to the 
Partnership or any of the Limited Partners for any act or omission performed 
or omitted by the General Partner and which the General Partner determines, 
in good faith, to be within the scope of authority and in the best interest 
of the Partnership, except when such action or failure to act constitutes 
willful misconduct or a breach of the Federal or state securities laws 
related to the sale of Units.  The Partnership shall defend, indemnify and 
hold the General Partner harmless from and against any loss, liability, 
damage, cost or expense (including attorneys' and accountants' fees and 
expenses incurred in defense of any demands, claims or lawsuits) actually and 
reasonably incurred and arising from any act, omission, activity or conduct 
undertaken by or on behalf of the Partnership and within the scope of 
authority granted the General Partner by the Limited Partnership Agreement, 
including, without limitation, any demands, claims or lawsuits initiated by 
another Partner.  Applicable law provides that such indemnity shall be 
payable only if the General Partner (a) determined, in good faith, that the 
act, omission or conduct giving rise to the claim for indemnification was in 
the best interests of the Partnership, and (b) the act, omission or activity 
that was the basis for such loss, liability, damage, cost or expense was not 
the result of negligence or misconduct, and (c) such liability or loss was 
not the result of 

                                        19
negligence or misconduct by the General Partner, and (d) such indemnification 
or agreement to hold harmless is recoverable only out of the assets of the 
Partnership and not from the Partners, individually.  

In addition, the indemnification of the General Partner in respect of any 
losses, liability or expenses arising from or out of an alleged violation of 
any Federal or state securities laws are subject to certain legal conditions.  
Those conditions presently are that no indemnification may be made in respect 
of any losses, liabilities or expenses arising from or out of an alleged 
violation of Federal or state securities laws unless (i) there has been a 
successful adjudication on the merits of each count involving alleged 
securities law violations as to the General Partner or other particular 
indemnitee, or (ii) such claim has been dismissed with prejudice on the 
merits by a court of competent jurisdiction as to the General Partner or 
other particular indemnitee, or (iii) a court of competent jurisdiction 
approves a settlement of the claims against the General Partner or other 
particular indemnitee and finds that indemnification of the settlement and 
related costs should be made, provided, before seeking such approval, the 
General Partner or other indemnitee must apprise the court of the position 
against such indemnification held by the SEC and the securities administrator 
of the state or states in which the plaintiffs claim they were offered or 
sold Units in regard to indemnification for securities laws violations.  
Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 may be permitted to the General Partner pursuant to the 
indemnification provisions in the Limited Partnership Agreement, or 
otherwise, the General Partner has been advised that, in the opinion of the 
SEC and the various state administrators, such indemnification is against 
public policy as expressed in the Securities Act of 1933 and the North 
American Securities Administrators Association, Inc. commodity pool 
guidelines and is, therefore, unenforceable.

The clearing agreement to clear the trades made between the Partnership and 
Vision Limited Partnership, at paragraph 20, provides for indemnification 
from the Partnership to Vision Limited Partnership, including reasonable 
outside and in-house attorney's fees, incurred by Vision Limited Partnership 
arising out of any failure of the Partnership to perform its duties under the 
clearing agreement. 

The General Partner has indemnified the Managing Dealer, Futures Investment 
Company, and the other Selling Agents that there are no misstatements or 
omissions of material facts in this Prospectus.

RELATIONSHIP WITH THE FCM AND THE IB

The General Partner has initially engaged Futures Investment Company as the 
sole introducing broker (the "IB") to the Partnership.  Ms. Pacult, the 
President and sole stockholder of the General Partner, is also a stockholder, 
director and officer of the IB.  Accordingly, the General Partner is 
Affiliated with the IB.  The IB has engaged Vision Limited Partnership to act 
as the sole futures commission merchant,  (the "FCM") for the Partnership.  
The General Partner believes the rates to be charged to the Partnership by 
the IB for fixed commissions are competitive.  In that regard, the General 
Partner is obligated by the NASAA guidelines to obtain the best commission 
rates available to the Partnership.  Accordingly, the General Partner is free 
to select any substitute or additional futures commission merchants or 
introducing brokers at any time, for any reason, although it has a conflict 
in regard to the IB because of the Affiliation with the principal of the 
General Partner.  The FCM and the IB may act for any other commodity pool for 
which the General Partner or Ms. Pacult, individually, as the case may be, 
will act, in the future, as general partner.  Ms. Pacult is already the 
principal of the general partner of both another public commodity pool, 
Fremont Fund, Limited Partnership and a privately offered commodity pool, 
Auburn Fund, Limited Partnership, which is being offered simultaneously with 
this Partnership.  It is possible for the General Partner and any other 
commodity pools to obtain rates from the IB that are more favorable to such 
other accounts than the fixed commissions in lieu of round-turn commissions 
charged by the IB to the Partnership. 

The FCM has tentatively established the per round-turn commission rate to be 
paid by the IB for trades made by the Partnership at $11.00 per round-turn 
for US markets plus US floor brokerage fees of $2.50 and Exchange and NFA 
fees of $1.10 for Chicago markets and $2.70 for New York Markets.  An 
additional $2.50 to $12.50 per round-turn will be charged for foreign markets 
plus Globex fees which are expected to range from $5.20 to $15.20 per round-
turn.  All of these costs will be paid by FIC from the 9% per year fixed 
commissions paid by the Partnership.  Additionally, FIC will cover any such 
costs should they exceed the fixed commission.  The FCM will credit the 
Partnership with interest at the prevailing rate on 100% of the available 
balances maintained in the Partnership accounts.

RELATIONSHIP WITH THE CTAs

The Commodity Trading Advisors will be effecting trades for their own 
accounts and for others on a discretionary basis.  They may employ trading 
methods, policies and strategies for others which differ from those employed 
for the Partnership 

                                        20
and, as a consequence, such accounts may have trading results which are 
different (which could be better or worse) from those experienced by the 
Partnership.  A potential conflict of interest arises in such cases in that 
it is possible that positions taken by the CTAs may be taken ahead of or 
opposite positions taken on behalf of the Partnership.  See definitions in 
Appendix I for "Taking Positions Ahead of the Partnership".  Where in any 
case trades are identical with respect to the Partnership and other accounts 
of the CTAs and where prices are different, the CTAs have informed the 
General Partner that, pursuant to CFTC Regulation 421.03, such Commodity 
Trading Advisor will utilize the "Average Price System" for those futures and 
options contracts where its use is authorized.  See definitions in Appendix I 
for "Average Price System".  The Commodity Trading Advisors have also 
informed the General Partner that where the Average Price System is not 
available, trades will be filled (both purchases and sales) in order based on 
the numerical account numbers, with the lowest price (on both purchases and 
sales) allocated to the lowest account number and in numerical matching 
sequence, thereafter.

The past, present, and future trading methods to be utilized by the CTAs are 
proprietary in nature and will not be disclosed to the Partners.  No notice 
will be given by the CTAs of any changes they may make in their trading 
methods to the Partners.  See "Risk Factors, No Notice of Trades or Trading 
Method".

RISK CONTROL

The General Partner has obtained the commitment from the FCM that a report, 
as of the close of each business day, of the equity used for margin to hold 
the trades selected by the CTAs will be sent to the General Partner by 
overnight facsimile or computer transmission before the opening of trading on 
the next business day to permit the General Partner to review the percentage 
of equity used for margin and losses, if any.  In the event the Net Asset 
Value per Unit falls to less than fifty percent (50%) of the Net Asset Value 
established by the greater of the initial offering price of one thousand 
dollars ($1,000), less commissions and other charges, or such higher value 
earned after payment of the incentive fee for the addition of profits, the 
General Partner shall immediately suspend all trading, provide immediate 
notice as provided in the Partnership Agreement to all Partners of the 
reduction in Net Asset Value and afford all Partners the opportunity, for 
fifteen (15) days after the date of such notice, to Redeem their Units in 
accordance with the provisions of Article IX, Sections 9.5 and 9.6.  No 
trading shall commence until after such fifteen day period.  See Exhibit A 
attached.

                        CHARGES TO THE PARTNERSHIP

Investors in the Partnership will pay the cost of operation of the 
Partnership.  These charges are described in narrative form and in the chart 
which follows this narrative.  

COMPENSATION OF GENERAL PARTNER 

The General Partner will be paid an annual management fee of three percent 
(3%) of the Net Asset Value of the Partnership payable at the end of each 
month (1/4 of 1%).  

The General Partner will receive an allocation of New Net Profit of fifteen 
percent (15%) on the trading accounts assigned to the CTAs, which will be 
paid directly to them.  New Net Profits, as used herein, means the excess, if 
any, of the Net Assets of the Partnership increased by trading activity 
conducted by the CTAs at the end of each respective quarterly period over the 
Net Assets of the Partnership at the end of the highest previous quarterly 
period.

MANAGEMENT FEE AND INCENTIVE FEES TO THE CTAs

In addition to the management fee to the General Partner and the 9% fixed 
commission, the Partnership will pay a management fee to the CTAs at the 
annual rate of three percent (3%) of the equity assigned to them to trade, 
payable at the rate of one-fourth of one percent (1/4 of 1%) per month of the 
Net Assets on deposit at the future commission merchant or merchants 
allocated to them to trade, computed and paid from said accounts to the CTAs.  
The Partnership also will be obligated to bear certain other periodic 
operating, fixed, and extra-ordinary expenses of the Partnership including, 
but not limited to, legal and accounting fees, defense and payment of claims, 
trading and office expenses, and sales charges.  The Partnership will also 
pay to the General Partner an allocation of profit, earned in the accounts 
assigned to each CTA of fifteen percent (15%) of the New Net Profit of the 
Partnership for each quarterly period that the Net Asset Value at the end of 
such period for each account exceeds the highest previous Net Asset Value in 
that account for that CTA.  The General Partner will be responsible for 
payment of all incentive fees to the CTAs.  New Net Profits, as used herein, 
means the excess, if any, of the Net Assets of the Partnership increased by 
trading activity conducted by the CTAs at the end of each respective 
quarterly period over the Net Assets of the Partnership at the end of the 
highest previous quarterly period.  The Net Assets of the account assigned to 
each CTA, as of the close of business on the last business day of each month, 

                                        21
determined before accrual of any incentive fee payable to a CTA, shall be 
used to compute the management and incentive fees to each CTA.  The Net 
Assets of the Partnership shall be adjusted to eliminate the effect thereon 
resulting from new Capital Contributions received, if any, or Capital 
Distributions or Redemptions made, if any, during the month, and shall be 
decreased by any Capital, interest or other income earned on Partnership 
assets during the month which are not directly assigned to the CTAs to trade 
and are not related to such trading activity and regardless of whether such 
assets are held separately or in a margin account.  These fees shall be 
payable by the Partnership, as to the management fee, or by the General 
Partner, as to the incentive fee, to each CTA within ten (10) business days 
after the close of the applicable accounting period.  If a CTA should make 
trades which incur a net loss during any quarter, such loss will be carried 
forward for purposes of calculating the incentive fee to that CTA and will be 
charged against the Net Assets of any succeeding quarterly period.  No 
incentive fee will be payable to a CTA until such losses have been offset by 
net profits in such succeeding quarters.  Because incentive fees are 
calculated separately for each CTA, it is possible that one or more CTAs may 
receive incentive fees, though the Partnership experiences a net loss due to 
trading losses created by the remaining CTA(s).  In no event may a 
modification of the compensation to be paid to the CTA result in an incentive 
fee exceeding the above amount and any new contract with the CTA must carry 
forward all losses attributable to the CTA.  For example, if in successive 
quarters the Partnership performance yields New Net Profits from trading 
activity of the funds on deposit with the FCM assigned to Frischmeyer of 
$2,000, $8,000, ($4,000), ($3,000), $2,000, and $8,000, then the incentive 
fee at the rate of fifteen percent (15%) payable to him would be, 
respectively, $300, $1,200, $0, $0, $0, and $450.

FEES TO FUTURES COMMISSION MERCHANT AND INTRODUCING BROKER

The futures commission merchant for the Partnership is Vision Limited 
Partnership (the "FCM").  The Partnership will pay a fixed commission of nine 
percent (9%) per year, payable monthly upon the assets assigned by the 
General Partner for trading to Futures Investment Company (the "IB") for 
introducing trades through the FCM.  See "The Futures Commission Merchant".  
The IB, will pay to the FCM all clearing costs, including the pit brokerage 
fees, which shall include floor brokerage, NFA fees and exchange fees.  The 
IB will pay six percent (6%) of the fixed commissions as trailing commissions 
to the Broker/Dealers and introducing brokers who are qualified to provide 
services to the investors.  See Charges to the Partnership - Allocation of 
Commissions.  

The IB will pay the remaining 3% to the FCM for clearing charges.  The past 
history of the frequency of Trades by the CTAs have been at the rate of 
approximately 225 round turns per month for every million dollars 
($1,000,000) under management.  In the unlikely event the Commodity Trading 
Advisors effects round-turns of 675 or more for every million dollars 
($1,000,000) in any month, the CPO has the right, but not the obligation, to 
suspend trading until the commencement of the next month.  This suspension of 
trading is to limit the exposure to loss to the IB to a defined amount 
determined by the maximum number of round turns the General Partner will pay 
to complete in any one month.  Trading will automatically resume the 
following month subject to the same maximum of 675 trades for that and any 
future month.  The General Partner has reserved the right to change the IB, 
FCM, the fixed commission rate or to have the Partnership pay a per round-
turn brokerage commission, at any time in the future, with or without a 
change in circumstances; provided, however, the brokerage commissions so 
charged can not exceed (i) 80% of the published retail rate of the IB and 
other similar introducing brokers, plus Pit Brokerage Fees, or (ii) 14% 
annually of the average Net Assets excluding the Partnership assets not 
directly related to trading activity; this 14% shall include Pit Brokerage 
Fees.  In addition, to protect against excessive trading, the General Partner 
has the right, but not the obligation, to suspend all trading by the 
Partnership during any month in which the CTAs collectively trade at a rate 
of three times their normal frequency.  See "Fiduciary Responsibility of the 
General Partner".  The Partnership will also reimburse the FCM for all 
delivery, insurance, storage or other charges incidental to trading and paid 
to third parties.  The General Partner does not anticipate significant 
charges of this nature.  The fixed commission to be paid by the Partnership 
is fair and reasonable to the Partnership.  This is an area of judgment which 
depends upon the value of similar services provided by the same CTAs for 
managed accounts and to other pools and, to some degree, the value of similar 
services by other public commodity pools, and this is not a matter upon which 
securities counsel will express an opinion.

ALLOCATION OF COMMISSIONS

The General Partner, either directly or indirectly, controls the allocation 
of the fixed commissions and the allocation may change, from time to time, 
without the knowledge or consent of the Partners.  The commodity brokerage 
commissions are to be allocated as follows: The Partnership will pay the IB, 
Affiliated with the General Partner, a fixed brokerage commission rate of 
nine percent (9%) per year, payable monthly upon the assets assigned by the 
General Partner for trading.  The IB will negotiate a round-turn commission 
rate per trade with the FCM.  The difference between the 9% fixed commission 
rate and the per round turn commission negotiated, less trailing commissions 
paid to the persons who sold Units in the Partnership, will be retained by 
the IB Affiliated with the General Partner.  If the trading commissions 
exceed the 9% less the trailing commissions, FIC will cover the difference.  
The IB will pay its associated persons and individual employee-broker 
(associated persons) of Futures Investment Company and the other broker 
dealers, through whom Units are sold.  Such persons will include, but not be 
limited to, the principal of the General Partner and the husband of the 
principal of the General Partner, who is an associated person of the IB which 
is Affiliated with the principal of the General Partner.  

The IB will pay six percent (6%) per year of the fixed commission to the 
Broker Dealer and Associated Persons of the IB and other duly licensed 
entities and persons, which may include the principal of the General Partner 
or other principals of the IB Affiliated with it, pro rated to the value of 
Units sold, who have facilitated the sale of Units, as trailing commissions 
in exchange for services provided to the investors and the Partnership.  It 
is important that investment in the Partnership be maintained to permit 
diversification of risk over a large number of investors and to allow the 
long-term trading strategies of the CTAs to produce the opportunity for 
investment in the Partnership.  To accomplish these objectives will require a 
continuous relationship with the Limited Partners to be aware of their 
investment objectives and changes in circumstances, if any.  Neither the 
General Partner nor the IB have the staff or the time to maintain this 
continuous contact and awareness.  The IB will pay the trailing commissions 
to the Brokers for payment to the persons who made the sale of the Units as 
compensation for the effort required to maintain this continuous contact and 
awareness during the time the Limited Partner holds the Units.  In addition 
the Brokers will communicate explanations of changes in operation methods, 
such as a changes in CTAs and results from operations, answer questions 
regarding the Partnership, and are expected to work to retain investment in 
the Partnership.

OTHER EXPENSES

The Partnership is obligated to pay legal and accounting fees, other expenses 
and claims.  The General Partner projects the Offering Expenses of this 
offering to be $47,000 in addition to Organizational Expenses of $5,000 
amortized on a straight line method over 60 months (see Appendix I, Offering 
Expenses and Organizational Expenses), and annual legal and accounting costs 
of approximately $23,000 ($18,000 for accounting and audit and $5,000 for 
legal).  In addition to management fees, incentive fees, brokerage 
commissions, and the actual cost of legal and audit services provided by 
third parties, the Partnership Agreement provides that all customary and 
routine administrative expenses and other direct expenses of the Partnership, 
will be paid by the Partnership.  The General Partner will be reimbursed by 
the Partnership for direct expenses (such as delivery charges, statement 
preparation and mailing costs, telephone toll charges, and postage).

                                        22
CHARGES TO THE PARTNERSHIP
Entity                         Form of Compensation                            Amount of Compensation
General Partner                3% management fee of Net Asset Value;           3% management fee of Net Asset Value;
                               reimbursement of Offering Expenses              reimbursement of Offering Expenses upon the 
                                                                               Initial Closing; reimbursement of 
                                                                               Organizational Expenses amortized over 60 
                                                                               months

Selling Agents                 Sales Commission of 6% of Gross Selling Price   6% of Selling Commissions and Trailing 
                               of Units, subject to waiver at the sole         Commissions of 6% 
                               discretion of the General Partner, and a 
                               percentage of the Trailing Commission

Introducing Broker Affiliated  Fixed Commissions                               9% of assets assigned by General Partner 
with the General Partner                                                       for trading, less costs to trade to FCM 
                                                                               and less 6% trailing commissions paid 
                                                                               to Selling Agents which will include 
                                                                               persons Affiliated with the General Partner

Futures Commission Merchant    Round-turn commissions paid from the fixed      Brokerage Commissions negotiated with the 
                               commissions paid by the Partnership;            Introducing Broker; reimbursement by the 
                               reimbursement of delivery, insurance, storage   Partnership of actual payments to third 
                               and any other charges incidental to trading     parties in connection with Partnership 
                               and paid to third parties.                      trading.

Commodity Trading Advisors     Fixed Management Fee and Incentive Fee          One quarter of one percent of Net Assets 
                                                                               per month assigned to each CTA to trade; 
                                                                               (3% per year) plus fifteen percent (15%) 
                                                                               of the New Net Profits of the account for 
                                                                               each quarterly period that the Net Assets 
                                                                               at the end of such quarterly period for a 
                                                                               CTA exceeds the highest previous 
                                                                               quarterly Net Assets for that CTA.

Third Parties; Offering        Legal, accounting fees, and other actual        Estimated at $47,000 in the initial year 
Expenses; Organizational       expenses necessary to the operation of the      and $23,000 for each year, thereafter, 
Expenses                       Partnership, and all claims and other           ($18,000 for accounting and $5,000 for 
                               extraordinary expenses of the Partnership.      legal), in addition to Organizational 
                                                                               expenses of $5,000, amortized over 60 
                                                                               months.  Claims and other costs can not be 
                                                                               estimated and will be paid as incurred.
23
INVESTOR SUITABILITY

An investment in the Partnership is suitable only for a limited amount of the 
risk portion of an investor's total portfolio and no one should invest more 
in the Partnership than he or she can afford to lose.  Investors 
contemplating even the Minimum investment in the Partnership of $15,000 must 
have (i) a net worth of at least $150,000 (exclusive of home, furnishings and 
automobiles), or (ii) an annual gross income of at least $45,000 and a net 
worth (as calculated above) of at least $45,000.  NO INVESTOR MAY INVEST MORE 
THAN 10% OF SUCH INVESTOR'S NET WORTH IN THE PARTNERSHIP.  THE FOREGOING 
STANDARD AND THE ADDITIONAL STANDARDS APPLICABLE TO RESIDENTS OF CERTAIN 
STATES AS SET FORTH IN THIS PROSPECTUS AND THE SUBSCRIPTION DOCUMENTS ARE 
REGULATORY MINIMUMS ONLY.

                              POTENTIAL ADVANTAGES

Although commodity trading is speculative and involves a high degree of risk, 
an investment in the Partnership will offer the following potential 
advantages: 

EQUITY MANAGEMENT

The Partnership offers the opportunity for investors to place equity with 
professional CTAs who have demonstrated, in the judgment of the General 
Partner, an ability to trade profitably and to have that equity allocated to 
the CTAs in a manner which is intended by the General Partner to optimize the 
potential for profit in the future.

INVESTMENT DIVERSIFICATION

An investor who is not prepared to spend substantial time trading various 
commodity contracts or options may participate in these markets through an 
investment in the Partnership (with a minimum investment of only $15,000), 
thereby obtaining diversification from investments in stocks, bonds and real 
estate. 

                                        24
LIMITED LIABILITY
A Limited Partner in the Partnership will not be subject to margin calls and 
cannot lose more than the amount of the Limited Partner's unredeemed capital 
contribution, the Limited Partner's share of undistributed profits, if any, 
and, under certain circumstances, any prior distributions and/or amounts 
received upon Redemption of Units and interest thereon; provided, however, 
the Limited Partner must not participate in the management of the 
Partnership.  In the opinion of legal counsel to the Partnership, subject to 
the maintenance of the Partnership structure by the General Partner and no 
affiliation by the Limited Partner with any phase of management of the 
Partnership, there are no circumstances, including bankruptcy of the 
Partnership, which will subject the personal assets of a Limited Partner to 
the debts of the Partnership.  See the Partnership Agreement attached as 
Exhibit A.

ADMINISTRATIVE CONVENIENCE

The Partnership is structured so as to provide Limited Partners with certain 
services designed to alleviate the administrative details involved in 
engaging directly in commodities contract trading, including providing 
monthly and annual financial reports (showing, among other things, the Net 
Asset Value of a Unit, trading profits or losses and expenses), and all tax 
information relating Limited Partner's interest in the Partnership.

ACCESS TO THE CTAs

The CTAs selected by the General Partner require a minimum account size 
substantially greater than the $15,000 minimum investment in the Partnership; 
e.g., Frischmeyer requires a minimum investment of $40,000.  Accordingly, 
investors have access to the CTAs for a smaller investment, at substantially 
the same cost, than is available by a direct investment in a managed account 
with any particular CTA.

                             USE OF PROCEEDS

At the time of the sale of the Units, the only deduction prior to the 
delivery of the funds to the Partnership in furtherance of its business will 
be the six percent (6%) selling commission.  After commencement of trading, 
the trades will be entered by the CTAs and the FCM will charge the 
Partnership account the per round turn commission in effect, from time to 
time.  At the end of each month, the actual management fees and fixed 
commissions identified in this Prospectus, less the per round turn 
commissions already paid, will be deducted from the Partnership accounts.  
The General Partner will determine, in its sole judgment, from time to time, 
the percentage of Partnership Net Asset Value will be on deposit with the FCM 
and how much will be used for other investments and held in bank accounts to 
pay current obligations.  Other than the approximately three percent (3%) of 
the previous month end Net Asset Value the General Partner expects to be 
retained in the Partnership's bank accounts as a reserve to pay Partnership 
Expenses, and other similar current payments, the General Partner expects to 
deposit the Net Asset Value including the proceeds from interest and trading 
profits, in the commodity account with the FCM to be used by the Partnership 
to engage in the speculative trading of commodity futures contracts and 
options under the direction of the CTAs.  The Partnership will use only cash 
and cash equivalents, such as United States Treasury Bills to satisfy margin 
requirements.  All FCMs, CTAs, money market, other cash investment accounts, 
and banks selected by the General Partner to hold or trade assets of the 
Partnership will be based in the United States and be subject to United 
States regulations.  The trades of the Partnership will be cleared by the 
FCM.  The General Partner believes that between twenty percent (20%) to 
thirty percent (30%) of the Partnership's assets will normally be committed 
as margin for commodity futures contracts but, from time to time, the 
percentage of assets committed as margin may be substantially more, or less, 
than such range.  For purposes of the estimate of the amount of interest 
income to be earned upon the Capital of the Partnership, the General Partner 
has estimated that between 20% and 30% of the Capital will be used for margin 
upon trades and that the rate of interest to be paid on the available 
balances with be the T-Bill rates which are currently approximately 4%.  The 
FCM may increase margins applicable to the Partnership at any time. 

The General Partner has advanced the Offering Expenses but will be reimbursed 
for such expenses from the gross proceeds of the Offering from the break of 
Escrow at the time of the Initial Closing.  Upon admission of subsequent 
Partners to the Partnership, a charge will be made to such newly admitted 
Partners equal to their pro-rata share of the Offering Expenses which will be 
credited to the Capital Accounts of the prior admitted Partners to reimburse 
them for the Offering Expenses they advanced. 

In the event the General Partner does not sell a minimum of $700,000 in 
Partnership Units (the "Minimum") during the first one year of this Offering, 
the Escrow Agent will return all money deposited to the Escrow Account to the 
investors 

                                        25
together with their pro rata share of the interest earned without any 
deduction for fees or other costs promptly following the lapse of such 
Offering period.

                      DETERMINATION OF THE OFFERING PRICE

The Units are currently offered for sale for One Thousand Dollars ($l,000) 
per Unit, which amount was arbitrarily set by the General Partner.  The 
amount was not based on expected earnings and is not a representation that 
the Units have or will have a market value of or could be resold or redeemed 
at that price.  After trading operations have commenced, any remaining Units 
that are offered for sale shall be offered at a price per Unit equal to the 
Net Asset Value Per Unit as of the close of business on the effective date of 
such purchase, which will be the last business day of the month in which the 
General Partner accepts a duly executed Subscription Agreement and the 
required applicable Capital Contribution from the subscriber.  All sales will 
be subject to a sales commission of 6%, subject to waiver at the sole 
discretion of the General Partner, to be deducted from the proceeds prior to 
the issuance of Units.

                NO MARKET AND LIMITATION OF RIGHT OF TRANSFER

None of the Units sold will be traded on any United States Market or any 
other Market.  To the Contrary, before any transfer of Units may be made, the 
General Partner must grant its written approval.  See "Plan of Distribution" 
and Partnership Agreement attached as Exhibit A.  The Partners will have the 
right of Redemption.  See "Redemption".

                             THE GENERAL PARTNER 

IDENTIFICATION

The General Partner of the Partnership, Ashley Capital Management, Inc., a 
Delaware corporation, c/o Corporate Systems, Inc. 101 N. Fairfield Drive, 
Dover, DE 19901 was incorporated on October 15, 1996, and it has not 
previously operated a commodity pool, though its principal, Shira Del Pacult, 
is the principal of Pacult Asset Management, Inc., a registered commodity 
pool operator which is the general partner of both another public commodity 
pool, Fremont Fund, Limited Partnership and a privately offered commodity 
pool, Auburn Fund, Limited Partnership, which is being offered simultaneously 
with this Partnership.  It was registered as a commodity pool operator on 
January 15, 1998.  The balance sheet of the General Partner as of January 31, 
1998, and an Income Statement, Statement of Cash Flows and Statement of 
Changes in Stockholders' Equity are attached hereto.  See "Experts".  The 
General Partner has expended effort to permit the Partnership to be available 
for this Offering but has not yet engaged in the business of management of 
trading on behalf of the Partnership or any other business activities.  
Purchasers of Units in the Partnership will not acquire or otherwise have any 
interest in the General Partner.

THE PRINCIPAL AND OFFICER OF THE GENERAL PARTNER

Ms. Shira Del Pacult, age 41, is the sole shareholder, director, principal, 
and officer of the General Partner, and is a principal and registered 
representative of Futures Investment Company, the Selling Agent, of which her 
husband is also a principal.  She graduated Phi Beta Kappa from the 
University of California, at Berkeley, in 1979.  From 1980 to 1981, she was 
employed by a real estate developer in Sonoma County, California, as an 
administrative assistant.  From 1981 - 1983 she was employed by Heinold 
Commodities, Inc., Chicago, IL, to assist in the development of the 
Commodities Options Department.  She became a senior account executive at 
Heinold and was a member of the President's Council, a select group appointed 
to advise the firm on all matters of business practice.  In 1983, Ms. Pacult 
and her husband established Futures Investment Company, an Illinois 
corporation, to sell futures investments managed by independent commodity 
trading advisors to retail clients.  Presently, Futures Investment Company is 
located at 5916 N. 300 West, Fremont, Indiana, 46737, with clearing 
agreements with Vision Limited Partnership, and The Chicago Corporation.  The 
Partnership intends to clear its trades through Vision Limited Partnership.  
Ms. Pacult is a member of the National Association of Introducing Brokers, 
and is an affiliated person and registered representative of Futures 
Investment Company, which is a member of the National Futures Association and 
the National Association of Securities Dealers, Inc.  In addition to the 
Units offered pursuant to this Prospectus, FIC offers for sale, on a best 
efforts basis, securities of other issuers and engages in other broker-dealer 
activities.  Ms. Pacult is also the principal of Pacult Asset Management, 
Inc., a registered commodity pool operator which is the general partner of 
both another public commodity pool, Fremont Fund, Limited Partnership and a 
privately offered commodity pool, Auburn Fund, Limited Partnership, which is 
being offered simultaneously with this Partnership.  Ms. Pacult intends to 
devote adequate time to handle properly the responsibilities of the General 
Partner; however, Ms. Pacult will provide less than her full time to the 
business affairs of the Partnership.  Ms. Pacult and her 

                                        26
husband, Michael, are included in the book Master Brokers:  Interviews with 
Top Futures Brokers by John Walsh, ISBN 0-915513-61-7.

TRADING BY THE GENERAL PARTNER; INTEREST IN THE POOL

The General Partner and its principal, may, from time to time, trade 
commodity interests for their own accounts.  The records of any such trading 
activities will not be made available to Limited Partners.  As stated 
earlier, the General Partner will not knowingly take positions on its own 
behalf which would be ahead of identical positions taken on behalf of the 
Partnership.  Once the Minimum is sold, the General Partner may purchase and 
hold Units.

                  NO PRIOR PERFORMANCE AND REGULATORY NOTICE

THIS POOL HAS NOT BEGUN TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

THE REGULATIONS OF THE CFTC AND NFA PROHIBIT ANY REPRESENTATION BY A PERSON 
REGISTERED WITH THE CFTC OR BY ANY MEMBER OF THE NFA, RESPECTIVELY, THAT SUCH 
REGISTRATION OR MEMBERSHIP IN ANY RESPECT INDICATES THAT THE CFTC OR THE NFA, 
AS THE CASE MAY BE, HAS APPROVED OR ENDORSED SUCH PERSON OR SUCH PERSON'S 
TRADING PROGRAMS OR OBJECTIVES.  THE REGISTRATIONS AND MEMBERSHIPS DESCRIBED 
IN THIS PROSPECTUS MUST NOT BE CONSIDERED AS CONSTITUTING ANY SUCH APPROVAL 
OR ENDORSEMENT.  LIKEWISE, NO COMMODITY EXCHANGE HAS GIVEN OR WILL GIVE ANY 
SUCH APPROVAL OR ENDORSEMENT.

                             TRADING MANAGEMENT

SELECTION OF COMMODITY TRADING ADVISORS AND ALLOCATION OF EQUITY

The General Partner will select Commodity Trading Advisors for the 
Partnership by utilizing the best judgment of its principal and her sixteen 
year personal experience in the review of disclosure documents of CTAs.  The 
Partnership will rely, pursuant to the Advisory Agreements and Powers of 
Attorney attached as Exhibits F, G H, I and J, upon Michael J. Frischmeyer, 
Commoditech, Inc. and Rosenbery Capital Management, Inc., J.A.H. Research and 
Trading, and C&M Traders, Inc., the CTAs selected by the General Partner to 
trade the equity of the Partnership and to implement the trading methods and 
strategies.  Upon the sale of the Minimum, the General Partner intends to 
assign substantially all of the Partnership Capital to the CTAs to trade. 

The General Partner will periodically review the performance of the 
Partnership to determine if the CTAs selected to trade for the Partnership 
should be changed or if other CTAs should be added.  Due to the allocation of 
trading assets over multiple CTAs, it is possible for one of the CTAs to 
produce New Net Profit in the account assigned to him and be paid an 
incentive fee while the other CTA or CTAs produce losses which cause the 
Partnership to suffer a net loss for the Quarter or the year.  From time to 
time, the General Partner may use computer generated correlation analysis or 
other types of automated review procedures to evaluate CTAs.

THE ADVISORY CONTRACTS

For the purpose of directing and effecting trades, the Partnership has 
entered advisory contracts and granted Powers of Attorney to the CTAs to 
trade.  The CTAs have sole discretion, in the accounts so assigned, to 
determine the commodity futures trades made by the Partnership.  The 
Partnership is bound by the directions of the CTAs given to the FCM under the 
Powers of Attorney.  The Powers of Attorney are subject to termination by 
either the General Partner or the respective CTAs upon written notice to the 
other and to the FCM.  If the Powers of Attorney are terminated, the General 
Partner will undertake to manage the trading or will seek and retain a new 
CTA or CTAs.  See Exhibits F, G H, I and J.

FREQUENCY OF CTA AND EQUITY REALLOCATIONS

The General Partner believes that a CTA should be retained on a medium to 
long-term basis and should be given the opportunity to implement fully his 
trading strategy or program.  While it is not anticipated that frequent 
changes will be made to the number of CTAs advising the Partnership or that 
frequent reallocations of assets among existing CTAs will be made, the 
General Partner will retain the flexibility to replace CTAs or to reallocate 
the Partnership's assets among CTAs based upon its sole judgment and 
experience.  From time to time, the General Partner may engage in 
reallocations of assets 

                                        27
or add or replace CTAs on a frequent basis.  Due to the allocation of trading 
assets over multiple CTAs, it is possible for one of the CTAs to produce New 
Net Profit in the account assigned to him and be paid an incentive fee while 
the other CTA or CTAs produce losses which cause the Partnership to suffer a 
net loss for the Quarter or the year.

THE PRINCIPAL OF THE GENERAL PARTNER IS THE PRINCIPAL OF THE GENERAL PARTNER 
OF ONE OTHER COMMODITY POOL WHICH COMMENCED TRADING IN NOVEMBER OF 1996, AND 
ONE OF THE COMMODITY TRADING ADVISORS FOR THIS POOL, MICHAEL J. FRISCHMEYER, 
HAS SERVED AS THE COMMODITY POOL OPERATOR FOR TWO OTHER COMMODITY POOLS AND 
HAS TRADED BOTH OTHER COMMODITY POOLS AND INDIVIDUAL MANAGED ACCOUNTS. THIS 
POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

                        THE COMMODITY TRADING ADVISORS

                            MICHAEL J. FRISCHMEYER

Michael J. Frischmeyer is one of the Commodity Trading Advisors (collectively 
above called the "CTAs" and in this section called the "CTA").  The CTA 
conducts the business of the trading program described in this Disclosure 
Document as a sole proprietorship, and his Main Business Office and main 
business telephone are:  1422 Central Avenue, P.O. Box 898, Fort Dodge, Iowa 
50501; (515) 955-3800; and, Facsimile: (515) 955-1444.  The books and records 
of the CTA will be kept and made available for inspection at the Main 
Business Office.

BUSINESS BACKGROUND 

The business background of the CTA for at least five (5) years is as follows:

The CTA, Mr. Frischmeyer, was born in 1953.  He graduated from Iowa State 
University, Ames, Iowa, in 1976 with a Bachelor of Science degree in 
agricultural business.  From March of 1976 to November of 1979, Mr. 
Frischmeyer was an account executive in the commodity brokerage business of 
Stark Brokerage, Inc., Fort Dodge, Iowa.  In November of 1979, he joined the 
newly organized North Iowa Commodities, now known as Iowa Commodities, Ltd.  
He is currently Vice President and owner of approximately 21% of the total 
outstanding stock of Iowa Commodities, Ltd. and is registered with the CFTC 
and the NFA as an associated person of Iowa Commodities, Ltd. (since 1984).  
Iowa Commodities, Ltd. serves as an introducing broker for various traders, 
and is registered as an introducing broker with the CFTC (though the NFA) and 
a member of the Chicago Board of Trade.

Mr. Frischmeyer is registered with the CFTC and the NFA as a commodity 
trading advisor (since October 12, 1984), and, as a commodity pool operator 
(since April, 1987).  He directs the trading for discretionary accounts for 
individuals and entities and devotes substantially all of his time to the 
futures and options trading business.  Mr. Frischmeyer serves as both the 
commodity pool operator and commodity trading advisor for two commodity pools 
and also advises other commodity pool operators and other traders and 
managers with respect to trading strategies including his role as the sole 
CTA for Fremont Fund, Limited Partnership, a publicly offered commodity pool 
in which Ms. Pacult, the principal of the General Partner for this pool also 
serves as the principal of the general partner.  See "Performance Record of 
Fremont Fund, Limited Partnership".  

Mr. Frischmeyer was affiliated with R.G. Dickinson and Company, based in Des 
Moines, Iowa, as registered representative from January, 1986 through 
December, 1991.  R.G. Dickinson is a securities broker-dealer.  Mr. 
Frischmeyer became a registered representative with Broker-Dealer Financial 
Services, Inc., based in Des Moines, Iowa on January 1, 1992.  Mr. 
Frischmeyer terminated his association with Broker-Dealer Financial Services 
Corporation on December 31, 1994, and became a registered representative of 
Investment Guidance, Inc., effective January 1, 1995.  Investment Guidance, 
Inc. is registered as a fully-disclosed broker-dealer with the Securities and 
Exchange Commission and member of the National Association of Securities 
Dealers, Inc.  It serves as the underwriter for certain limited partnership 
commodity pool offerings, in addition to offering general brokerage services 
to the public.

Additionally, please see "Performance of the CTA," below, for a detailed 
performance history of Mr. Frischmeyer.

DESCRIPTION OF TRADING PROGRAM

The types of futures contracts and options which the CTA may trade for the 
Partnership include, without limitation, all domestic and foreign currency 
futures contracts and all domestic and foreign commodities, currencies and 
provisions, and options therefore, as are usually dealt in on exchanges or in 
the interbank foreign currency forward markets.

                                        28
The CTA's trading has been active in the soybean complex (beans, oil and 
meal), corn, wheat, cattle (live and feeder), live hog and pork belly 
contracts and interest rate futures (long-term treasury bonds, Eurodollars 
and others).  The CTA's trading has also been active in foreign currencies 
and in stock index futures and options and in precious metals (primarily gold 
and silver) futures, as well as in futures and options on foreign futures and 
options exchanges.

The futures and options traded by the CTA, including the trades to be made 
for the Partnership, will be traded on regulated exchanges located in the 
United States and in non-United States jurisdictions, including England, 
France, Spain, Germany, Canada, Australia, Japan and Singapore.  No business 
will in any event be conducted which is forbidden by or will be contrary to 
any applicable law (whether laws of the United States or a foreign 
jurisdiction) or any lawful rules and regulations as are established by the 
regulated exchanges (whether United States exchanges or foreign exchanges) 
upon which futures or options are traded for the Partnership.  Prospective 
clients should be aware, however, that trading on foreign exchanges will not 
be subject to the regulations of the Commodity Futures Trading Commission 
(the "CFTC") and may involve greater risks than trading on exchanges located 
in the United States.  In addition, the CTA will be effecting certain trades 
through the "GLOBEX" system, Project A and other systems, which are 
electronic order-entry and matching systems for futures and options.  See 
"Risk Factors".

The CTA contemplates trading the contracts identified on the following 
Futures Exchanges for the Partnership, although other exchanges may be used 
and other types of contracts or interests may be traded:

FOREIGN FUTURES EXCHANGES: Deutsche Terminborse - DAX Index; London 
International Financial Futures Exchange (LIFFE) - 3-Month Sterling, 3-Month 
EuroDeutscheMark, 3-Month EuroLira, 3-Month EuroSwissFranc, German Bond, 
British Gilt, Italian Government Bond (BTP), FT-SE 100 Index;  Marche A Terme 
Internationale de France (MATIF) - 3-Month PIBOR, French Notional Bond, CAC 
40 Index; Mercado de Futuros Y Opciones (MEFF) - 3-Month MIBOR, Spanish 
Notional Bond; Montreal Stock Exchange - 3-Month Canadian Bankers Acceptance, 
Canadian Government Bond; Sydney Futures Exchange - 3-Month Australian Bills, 
10 Year Australian Bonds; Tokyo International Financial Futures Exchange 
(TIFFE) - EuroYen; Tokyo Stock Exchange - Japanese 10 Year Bond; Singapore 
International Financial Futures Exchange (SIMEX) - EuroDollars, Nikkei, 
Japanese 10 Year Bond.

UNITED STATES FUTURES EXCHANGES:  Chicago Board of Trade (CBOT) - Corn, 
Soybeans, Soybean Meal, Soybean Oil, Wheat, Treasury (10 year) Notes, 
Treasury Bonds, Municipal Bond Index; Chicago Mercantile Exchange (CME) - 
Live Cattle, Feeder Cattle, Live Hogs, Pork Bellies; International Monetary 
Market (IMM) a division of the CME - Australian Dollar, Canadian Dollar, 
Deutsche Mark, French Franc, Japanese Yen, Swiss Franc, Eurodollars, British 
Pound, Mexican Peso; Index and Options Market (IOM) a division of the CME - S 
& P 500 Index, S & P Midcap 400 Index; New York Futures Exchange (NYFE) - 
NYSE Composite; Financial Instruments Exchange (FINEX) - U.S. Dollar Index, 
British Sterling-Deutsche Mark, Deutsche Mark-Yen, Deutsche Mark-French 
Franc, Deutsche Mark-Italian Lira; Commodity Exchange, Inc. (COMEX) - Gold, 
Silver; Kansas City Board of Trade (KCBT) - Hard Red Winter Wheat, Value Line 
Index.

The following description of the CTA's trading systems, methods and 
strategies is not intended to be exhaustive.  In addition, the trading 
methods, systems and principles utilized by the CTA are proprietary and 
confidential and the following descriptions are general in nature.  Further, 
in preparing the following discussion, the CTA may have chosen to refer to or 
emphasize only specific aspects of his trading systems, methods and 
strategies.  Prospective clients should also be aware that there are numerous 
trading systems, methods and strategies utilized in the various futures and 
options contexts and that the following discussion only addresses those 
systems, methods and strategies utilized by the CTA.  Prospective clients 
will be unable to compare the CTA's systems, methods and strategies with any 
other trading systems, methods and strategies that are or may be utilized by 
other traders or commodity trading advisors or trading managers.

The CTA will rely on his subjective judgment and discretion in the trading of 
Partnership accounts.  The intent of such subjective judgment and discretion 
is to enhance returns and/or lower risks; however, there can be no assurances 
that such actions will be successful.  One example of such subjective 
judgment or discretion may be determining the appropriate level of 
aggressiveness during periods of unusual uncertainty.

In certain trades, the CTA will be utilizing a practice known as "Exchange 
for Physicals" ("EFP").  EFP is a practice whereby positions in certain 
futures contracts may be initiated or liquidated by first executing the 
transaction in the appropriate cash market and then arbitraging the position 
into the futures market (simultaneously buying the cash position 

                                        29
and selling the futures position, or vice versa).  Although it is not 
anticipated to occur, if the CTA's ability to engage in such transactions 
were to be restricted by the CFTC or other applicable authority, the current 
trading techniques employed by the CTA may be impaired to the detriment of 
clients of the CTA.

PERFORMANCE RECORD OF THE CTA

The performance capsules set forth below are presented on a composite basis.  
While there may be differences in the specific trades made in each account, 
the trading program and strategies employed for accounts traded in Mr. 
Frischmeyer's Managed Account Program, Iowa Commodities Fee Schedule and in 
his Managed Account Program, Regular Fee Schedule are the same, and Mr. 
Frischmeyer does not believe there are substantial differences between the 
trading systems, money management policies or fee structures, or any other 
significant differences among the accounts comprising the respective 
composites which would make the use of a composite inappropriate.  As much as 
possible, Mr. Frischmeyer attempts to trade all managed accounts 
proportionately the same.  For example, if one account is twice the size of 
another, it will trade twice the number of contracts so that the two accounts 
would generate a similar rate of return.  

When reviewing the CTA's performance record, prospective clients should also 
be aware, however, that composite performance results tend to create an 
"averaging effect" on the performance of the accounts.  Further, prospective 
clients should recognize that different accounts can have and have had 
varying investment results, even though they have been traded according to 
the same general trading approach.  The reasons for this include numerous 
material differences between accounts, including the following:

1. The timing of the deposit of equity and the total period during which each 
account was traded.
 
2. The relative sizes of the accounts, which influences the number of 
interests and the number of contracts in each interest traded by accounts, as 
well as the diversification of the account and the design and execution of 
the CTA's methods.  For instance, in the example given above, the larger 
account might not be exactly twice the size of the smaller account.  The CTA 
may, from time to time, determine that certain trades may entail greater than 
ordinary risks, which may cause him to also determine that all accounts 
should trade a smaller than usual number of contracts.  As a result, in some 
circumstances larger accounts may trade a reduced number of contracts in such 
trades and the small accounts may not participate in such trades.
 
3. The trading approach used-although all accounts may be traded in 
accordance with the same general trading approach, such approach can and does 
change periodically as a result of research and development by the CTA.
 
4. Split fills.  When entering an order to buy or sell futures or options, 
the CTA will block his managed accounts (group them together) so that 
multiple accounts can be filled on one order.  If fills occur at more than 
one price, a small difference in performance can result.  In such instances 
(except where the Average Price System is applicable, described in the 
Sections entitled "Description of Trading Program" and "Conflicts of 
Interest"), the fills are arbitrarily allocated so that the highest prices 
(whether buys or sells) are successively allocated to the numerically highest 
account numbers.
 
5. Incomplete fills.  Occasionally, a blocked order can be partially, but not 
completely filled at the price specified on the order.  In such an instance, 
the CTA attempts to allocate one contract to each account, regardless of 
account size, and then allocate the remaining fills in proportion to account 
capitalization, but some discrepancies may be unavoidable.  See "Conflicts of 
Interest" above.
 
6. The size and time of payment of brokerage commissions and fees paid by the 
accounts.  
 
7. The size and time and payment of administrative costs paid by the 
accounts.
 
8. The size and time and payment of interest income earned by the accounts.
 
9. The market condition in which accounts are traded, which in part 
determines the quality of trade executions.
 
10. The allocation of orders to open or close positions.

                                        30
Thus, the results of individual accounts, as a result of differences in the 
above factors, may experience better or worse than the composite performance 
results shown.  

Managed Account Program, Iowa Commodities Fee Schedule
The following capsule shows the past performance of Mr. Frischmeyer's Managed 
Account Program, Iowa Commodities Fee Schedule for the most recent five 
calendar years and year-to-date (through February 28, 1998).  PAST 
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.  

          Managed Account Program, Iowa Commodities Fee Schedule
                       Percentage Rate of Return
              (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995      1994      1993
January      (2.79)    (3.29)     1.04      (.70)   (12.81)     4.47
February      1.75     (2.59)     2.04     (7.62)     5.01      8.95
March                  (1.58)    (9.26)    (5.23)    (3.56)    22.46
April                  (5.19)    33.14    (10.30)     (.65)    12.78
May                     1.51    (13.09)    (6.81)    14.01     10.17
June                    1.00     (5.95)    (4.00)    (4.96)    26.75
July                   (0.41)     2.28      6.10     12.61     33.84
August                 (3.21)   (12.87)    18.04      7.13    (20.26)
September              (4.46)   (11.26)    28.62     (2.16)      .48
October                 2.40      4.26      6.94      2.69      (.13)
November               (1.83)    (1.39)    (3.40)      .19     (1.51)
December               (1.59)    (3.52)    22.63     (4.96)    15.25
Year         (1.09)   (15.01)   (20.14)    42.34      9.71    166.90
Name of Commodity Trading Advisor:  Michael J. Frischmeyer

Name of Trading Program:  Managed Account Program, Iowa Commodities Fee 
Schedule ("ICL Program")

Date Commodity Trading Advisor Began Trading Client Accounts:  March 1, 1976

Date When Client Funds Began Being Traded Pursuant To The ICL Program:  
January 1, 1981

Number of Accounts Directed Pursuant To The ICL Program: 61

Total Assets Under Management of Mr. Frischmeyer:  $22,899,770

Total Assets Traded Pursuant To The ICL Program: $12,374,380

Largest Monthly Draw-Down** For Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  8-93/35.47% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  4-96 to 1-98/61.99% of net asset value

*    Rate of Return is computed by dividing the net trading results by 
beginning net asset value for the period.  Subsequent to 1990, for those 
months when additions or withdrawals exceed ten percent of beginning net 
assets, the Time-Weighting of Additions and Withdrawals method is used to 
compute rates of return.  To date, the month of November, 1991 is the only 
period requiring such adjustment.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

                                        31
***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
No accounts in Mr. Frischmeyer's Managed Account Program, Iowa Commodities 
Fee Schedule were opened in 1998 (as of February 28, 1998).  Four (4) such 
accounts were opened in 1997.  Eight (8) such accounts were opened in 1996, 
six (6) such accounts were opened in 1995, and twenty-one (21) such accounts 
were opened in 1994.  Eight (8) such accounts were opened in 1993, and one 
(1) such account was opened in 1992, being a commodity pool which was created 
as a vehicle for existing managed accounts of less than $30,000 to permit 
participation in trades that would be unsuitable for a small account.  In the 
course of consolidating those accounts, twenty-four (24) managed accounts 
were closed.  The historical performance of each of those accounts was 
comparable to that shown in the composite performance record.  The lifetime 
performance of such accounts is dependent upon when each account was opened. 
One account in Mr. Frischmeyer's Managed Account Program, Iowa Commodities 
Fee Schedule was closed in 1992, one other was closed in 1993, three were 
closed in 1994, five such accounts were closed in 1995, no such accounts were 
closed in 1996, four such accounts were closed in 1997, and 2 such accounts 
were closed in 1998 (as of February 28, 1998).  The account closed in 1992 
had been traded for ten quarters from April, 1990 through September, 1992 and 
was unprofitable (as were all of Mr. Frischmeyer's managed accounts during 
that period).  The account closed in 1993 was transferred to Mr. Frischmeyer 
in 1989, had been profitable, and was closed due to the dissolution of the 
partnership which owned the account.  Of the three closed in 1994, one was 
opened in 1989 and was profitable, one was opened in 1990 and was profitable 
(closed for estate planning), and one was opened in 1976 and was closed due 
to a death.  Of the five closed in 1995, one was opened in 1981 and was 
profitable, one was opened in 1984 and was profitable, and three were opened 
in 1994 and were unprofitable.  Two of the accounts which were closed in 1995 
were closed pursuant to reorganizations by the client, and resulted in two 
new accounts being opened in 1995.  

Managed Account Program, Regular Fee Schedule

The following capsule shows the past performance of Mr. Frischmeyer's Managed 
Account Program, Regular Fee Schedule since the inception of the Managed 
Account Program, Regular Fee Schedule and year-to-date (through February 28, 
1998).  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.  

              Managed Account Program, Regular Fee Schedule
                        Percentage Rate of Return
               (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995      1994
January      (0.01)    (2.36)    (2.56)     1.45    N/A
February     (0.52)    (1.79)    (1.22)    (5.86)   N/A
March                  (1.79)    (5.11)    (2.88)     0.19
April                  (3.17)    14.71     (7.88)    (3.40)
May                    (0.94)    (8.46)    (6.24)     0.58
June                   (0.91)   (10.26)    (3.09)    (6.47)
July                   (3.28)     2.21      2.55     11.36
August                 (1.15)    (7.38)     9.58      5.38
September              (3.76)    (7.53)    19.83     (0.55)
October                (0.11)     2.35      4.18      1.65
November               (1.51)    (0.47)    (3.01)    (1.62)
December               (0.66)    (3.40)    12.87     (1.53)
Year         (0.53)   (19.50)   (25.86)    19.24      4.64

                                        32
Name of Commodity Trading Advisor:  Michael J. Frischmeyer

Name of Trading Program:  Managed Account Program, Regular Fee Schedule 
("Regular Program")

Date Commodity Trading Advisor Began Trading Client Accounts:  March 1, 1976

Date When Client Funds Began Being Traded Pursuant To The Regular Program:  
March 1, 1994

Number of Accounts Directed Pursuant To The Regular Program:  256

Total Assets Under Management of Mr. Frischmeyer:  $22,899,770

Total Assets Traded Pursuant To The Regular Program:  $8,858,994

Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  6-96/10.26% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  4-96 to 12-97/54.23% of net asset value

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
As indicated above, the performance capsule is a composite consisting of 256 
accounts, comprised of 180 at $40,000, 58 at $80,000, 7 at $120,000, and 11 
at $160,000.  As also indicated above, Mr. Frischmeyer's Managed Account 
Program, Regular Fee Schedule began in March of 1994.  One hundred twenty-
three (123) such accounts were opened in 1994, one hundred thirty-two (132) 
such accounts were opened in 1995, two hundred thirty (230) were opened in 
1996, fifty-six (56) were opened in 1997, and one (1) was opened in 1998 (as 
of February 28, 1998).  Three (3) of such accounts were closed in 1994, all 
of which were profitable.  Forty-three (43) such accounts were closed in 
1995, of which 29 were profitable, and 14 of which were unprofitable.  Fifty-
two (52) such accounts were closed in 1996, of which 22 were profitable, 30 
of which were unprofitable, and 20 of which were closed for purposes of 
transferring to the accounts to another futures commission merchant.  The CTA 
continued as the commodity trading advisor for all such 20 accounts.  One 
hundred eighty (180) such accounts were closed in 1997, 17 of which were 
profitable, and 163 of which were unprofitable.  Eighteen (18) such accounts 
were closed in 1998 (as of February 28, 1998), 1 of which was profitable and 
17 of which were unprofitable.

The CTA has reserved the right, in his discretion, to negotiate and accept a 
different fee schedule for any particular account or accounts to be traded 
under his trading program, i.e., the CTA's Managed Account Program, Regular 
Fee Schedule.  One account traded under the CTA's Managed Account Program, 
Regular Fee Schedule for which the CTA has agreed to a different fee schedule 
is Frischmeyer Fund, L.P., which is an Iowa limited partnership operating as 
a commodity pool.  As of February 28, 1998, Frischmeyer Fund, L.P. had net 
assets of approximately $1,431,291.  Given the size of Frischmeyer Fund, 
L.P., the CTA has agreed to receive a one percent (1%) annual management fee 
from Frischmeyer Fund, L.P. based upon the total equity of Frischmeyer Fund, 
L.P.'s account, rather than the four percent (4%) annual management fee based 
upon the incremental trading level of the account as is generally charged to 
accounts traded in the CTA's Managed Account Program, Regular Fee Schedule.  
(The fees charged Frischmeyer Fund, L.P. by the CTA are otherwise the same as 
those normally charged by the CTA to accounts traded in the CTA's Managed 
Account Program, Regular Fee Schedule.).  The CTA has determined that the 
difference in the management fees charged to Frischmeyer Fund, L.P. makes the 
inclusion of Frischmeyer Fund, L.P. in the composite performance records of 
the CTA's Managed Account Program, Regular Fee Schedule inappropriate.  The 
following paragraph therefore sets forth a separate performance capsule for 
Frischmeyer Fund, L.P.

Managed Account Program, Frischmeyer Fund, L.P. Fee Schedule

Frischmeyer Fund, L.P. is a single advisor pool that does not have a 
guarantee feature.  The following capsule shows the past performance of 
Frischmeyer Fund, L.P. since the inception of trading by Frischmeyer Fund, 
L.P. and year-to-date (through February 28, 1998).  The CTA has no authority 
to, and no offering of any interests in Frischmeyer Fund, L.P. is made by 
this Prospectus.  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE 
RESULTS.

                                        33
Managed Account Program, Frischmeyer Fund, L.P. Fee Schedule
                            Percentage Rate of Return
                    (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995
January      (3.69)    (1.94)     2.78    N/A
February      0.39     (1.66)     5.20    N/A
March                  (1.78)    (2.93)    (0.72)
April                  (4.14)    22.54     (8.27)
May                     1.11     (9.46)    (6.08)
June                    1.95     (0.74)    (4.35)
July                    1.52      4.46      5.13
August                 (4.33)   (10.96)    13.75
September              (3.28)    (9.93)    15.48
October                (0.34)     3.26      4.32
November               (2.00)    15.74     (1.66)
December               (0.14)    (2.64)   (19.44)
Year         (3.32)   (14.25)    12.69     (6.62)
Name of Pool:  Frischmeyer Fund, L.P.

Type of Pool:  Publicly offered, but currently closed to new investors

Date of Inception of Trading:  March 15, 1995

Aggregate Gross Capital Subscriptions to the Pool:  $2,658,017

Pool's Net Asset Value: $1,431,291

Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date 
(through February 28, 1998): 12-95/19.44%  of net asset value

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  10-95 to 12-95/20.78 of net asset value

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
The composite performance records of the CTA's Managed Account Program, 
Regular Fee Schedule do not include certain limited accounts (5 as of 
February 28, 1998) which are traded in the Managed Account Program, Regular 
Fee Schedule, but which have not and will not, with the client's agreement, 
make any trades in any contracts, options or other interests in any grains, 
oil seeds or livestock which are otherwise made by the other accounts traded 
in the CTA's Managed Account Program, Regular Fee Schedule.  Those accounts 
are collectively referred to in this Prospectus as the "Regular Fee Schedule-
Regular Fee Restricted Accounts Only".  Although the Regular Fee Restricted 
Accounts are charged the same fees by the CTA as the other accounts traded in 
the CTA's Managed Account Program, Regular Fee Schedule, the CTA believes 
including the Regular Fee Schedule-Regular Fee Restricted Accounts Only 
Accounts in his composite performance records for his Managed Account 
Program, Regular Fee Schedule is inappropriate because the Regular Fee 
Schedule-Regular Fee Restricted Accounts Only Schedule Accounts do not trade 
in any contracts, options or other interest in any grains, oil seeds or 
livestock.  As indicated above, the Regular Fee Schedule-Regular Fee 
Restricted Accounts Only Accounts were therefore also excluded from the 
composite performance records for the CTA's Managed Account Program, Regular 
Fee Schedule.

Managed Account Program, Regular Fee Schedule-Regular Fee Restricted Accounts 
Only

The following capsule shows the past performance of Regular Fee Schedule-
Regular Fee Restricted Accounts Only since the inception of trading of the 
first Regular Fee Schedule-Regular Fee Restricted Accounts Only Account (in 
November, 1995) 

                                        34
and year-to-date (through February 28, 1998).  PAST PERFORMANCE IS NOT 
NECESSARILY INDICATIVE OF FUTURE RESULTS.

             Managed Account Program, Regular Fee Schedule-Regular Fee 
                             Restricted Accounts Only
                            Percentage Rate of Return
                     (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995
January       0.82      1.01      3.33    N/A
February     (0.83)    (0.38)    (3.14)   N/A
March                  (1.66)    (4.10)   N/A
April                  (0.85)     2.77    N/A
May                    (1.74)    (2.12)   N/A
June                   (0.73)    (3.45)   N/A
July                   (3.53)     2.37    N/A
August                 (0.32)    (6.14)   N/A
September              (0.89)    (7.28)   N/A
October                (0.05)     1.67    N/A
November               (1.32)    (2.94)     0.00
December               (0.01)    (0.42)    (2.12)
Year         (0.02)   (10.06)   (18.40)    (2.12)
Name of Pool:  Managed Account Program, Regular Fee Schedule-Regular Fee 
Restricted Accounts Only

Date Commodity Trading Advisor Began Trading Client Accounts:  March 1, 1976

Date When Client Funds Began Traded Pursuant To The Restricted Program:  
November 27, 1995

Number of Accounts Directed Pursuant To The Restricted Program:  5

Total Assets Under Management of Mr. Frischmeyer:  $22,899,770

Total Assets Traded Pursuant To The Regular Program:  $177,871

Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  7-96/7.84% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998): 7-96 to 12-97/25.99% of net asset value

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
The above performance capsule is a composite of five (5) Regular Fee 
Schedule-Regular Fee Restricted Accounts Only Accounts.  One (1) such Account 
was opened in 1995, twelve (12) such Accounts were opened in 1996, and no 
such Accounts were opened in either 1997 or 1998 (as of February 28, 1998).  
Three (3) such Accounts were closed in 1996, all of which were unprofitable 
as of the date they were closed.  Four (4) such Accounts were closed in 1997, 
all of which were unprofitable as of the date they were closed.  One (1) such 
Account was closed in 1998 (as of February 28, 1998), which was unprofitable 
as of the date it was closed.

Financial Futures Managed Account Program

The following capsule shows the past performance of Financial futures Managed 
Account Program since the inception of trading of the first Financial futures 
Managed Account Program (in June, 1997) and year-to-date (through February 
28, 1998).  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                        35
Financial Futures Managed Account Program
                           Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
Month       1998      1997
January       0.52    N/A
February     (0.35)   N/A
March                 N/A
April                 N/A
May                   N/A
June                    0.00
July                   (1.10)
August                 (3.45)
September              (2.93)
October                 0.09
November               (1.14)
December               (0.83)
Year          0.17     (9.36)
Name of Pool:  Financial Futures Managed Account Program

Date Commodity Trading Advisor Began Trading Client Accounts:  March 1, 1976

Date When Client Funds Began Traded Pursuant To The Financial Futures 
program:  June, 1997

Number of Accounts Directed Pursuant To The Restricted Program:  1

Total Assets Under Management of Mr. Frischmeyer:  $22,899,770

Total Assets Traded Pursuant To The Regular Program:  $57,235

Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date 
(through February 28, 1998):  8-97/3.45% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date 
(through February 28, 1998): 6-97 to 12-97/5.02% of net asset value

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
The above performance capsule is a composite of one (1) Financial Futures 
Managed Account Program Account.  Four (4) such Accounts were opened in 1997, 
and no such Accounts were opened in 1998 (as of February 28, 1998).  Three 
(3) such Account was closed in 1997, all of which were unprofitable as of the 
date they were closed.  No such Accounts were closed in 1998 (as of February 
28, 1998).

                                COMMODITECH, INC.

Commoditech, Inc., a Missouri corporation, is one of the Commodity Trading 
Advisors (collectively above called the "CTAs" and in this section called the 
"CTA"),and its Main Business Office and main business telephone are:  4299, 
Rock Island Road, Arnold, Missouri 63010; (314) 464-5457; and, Facsimile: 
(314) 467-1906.  The books and records of the CTA will be kept and made 
available for inspection at the Main Business Office.

BUSINESS BACKGROUND 

The business background of the CTA for at least five (5) years is as follows:

                                        36
Commoditech, Inc. (the "CTA") was registered with the Commodity Futures 
Trading Commission ("CFTC") as a Commodity Trading Advisor in August 1990 and 
is a member in good standing of the National Futures Association ("NFA").  
Such registration and membership, however, in no way implies that the CFTC or 
the NFA has reviewed or approved the accuracy of the information contained in 
the CTA's application for registration or that the CTA has qualifications to 
provide the advisory services described herein.  The CTA is a Missouri 
corporation organized in 1990 to serve as a commodity trading advisor.

The sole principal of the CTA is Barry T. Johnson.  Mr. Johnson obtained a 
B.S. degree in chemical engineering from Iowa State University in 1970.  
Since 1969 he has been employed by Union Carbide (1969), Monsanto Company 
(1970 to 1980) and by the Allis-Chalmers Corporation (1980 to 1990) in 
various engineering and management positions.  His experience includes that 
of being the Plant Manager of a $150 million coal gasification plant and of 
holding the position of President of the Allis-Chalmers subsidiary which 
owned the plant.  His most recent position, from 1990 to the present, has 
been as President of Commoditech, Inc.

Mr. Johnson, born in 1948, was raised on a farm in Iowa, where he first 
became interested in commodity markets.  In 1984, he combined his technical 
education and experience with his market interest and began to develop a 
computer-based trading system.  In January 1988, after years of research and 
development, he began trading his own account to gain actual trading 
experience while continuing to test and develop the trading system.

The CTA began trading its first client account in January 1992.  The 
performance section of this document sets forth the actual, entire results of 
the CTA's managed accounts on the basis of monthly reporting periods.

Additionally, please see "Performance of the CTA," below, for a detailed 
performance history of Mr. Johnson.

DESCRIPTION OF TRADING PROGRAM

The trading method developed and employed by the CTA seeks substantial 
capital appreciation through speculative trading in commodity futures 
contracts, as defined and permitted by the CFTC, including, without 
limitation, futures contracts in agricultural products, metals, financial 
instruments, foreign currencies and stock indices, traded on commodity 
exchanges located in the United States.  No assurance is given that this 
objective can be met.

Commodity traders generally rely on either technical or fundamental analysis, 
or a combination thereof, in making trading decisions and attempting to 
identify price trends.  Fundamental analysis looks at the external factors 
that affect the supply and demand of a particular commodity in order to 
predict futures prices.  As an example, some of the fundamental factors that 
affect the supply of a commodity (e.g., silver) include mining production, 
industrial reclamation, and strikes affecting the production and distribution 
of the commodity.  The demand for silver consists of industrial production, 
manufacturing and world consumption, and is a product of many things, 
including general world economic conditions, as well as the cost of silver in 
relation to the cost of competing products such as gold and platinum.

Technical analysis is not based on the anticipated supply and demand of the 
cash (actual) commodity; instead, it is based on the theory that a study of 
the markets themselves will provide a means of anticipating futures prices.  
Technical analysis of the markets generally will include a study of the 
actual daily, weekly and monthly price fluctuations, volume variations and 
changes in open interest, utilizing charts or computers for analysis of these 
items.

The CTA uses a computer-based technical system for trading commodity futures 
contracts.  On a daily basis, his self-developed trading system ("the 
System") calculates certain key parameters from current market data.  The 
System produces "trading signals" if these calculated parameters are within 
predefined limits.  For example, one of the key parameters is "trend-rate" 
which is calculated from moving-average price data over an 18 week period.  
Some of the other parameters include "price volatility" and certain 
mathematically-defined "price patterns".

The acceptable limits of the System's key parameters are constants which are 
applied consistently to all of the markets traded.  This is made possible by 
calculating each of the key parameters as a ratio to the specific market's 
price volatility.  As a result, markets as diverse as coffee and the 
eurodollar can be traded using the same parameter limits.  The CTA believes 
that standardizing the key parameters in this way and setting their 
acceptable limits as constants which are applied consistently to all of the 
markets is important in achieving acceptable repeatability of performance 
results.
 

                                        37
The System seeks to identify market conditions that favor price trending, and 
trading positions are taken only in the direction of the calculated 18-week 
price trend.  Specific trading decisions are based on the theory that when 
the market price of a commodity reaches a threshold price (as calculated by 
the System), then there is a favorable probability that the market price will 
continue in that direction for the near term.  Consequently, trades for both 
entering and exiting the market are normally made using "stop-orders" located 
at these calculated threshold prices.  For example, in an upward-trending 
market, a long position may be taken at a set increment above a recent market 
low using a buy-stop order.  The offsetting sell-stop order then follows at a 
set increment below the subsequent market high until it is executed, or until 
the position is otherwise closed out by the CTA on a market order.  
Conversely, in a downward-trending market, a short market position may be 
taken by selling at a set increment below a recent market high.

As the trading methods and strategies of this trading program are proprietary 
and confidential, the above discussion is necessarily of a general nature.

The risk management strategy employed by any commodities trader is equally 
important to the foregoing discussion of commodity and price selection.  
There is a wide distribution of results on individual trades.  The worst 
trades are experienced when the market reverses direction immediately after 
opening a position and then continues in the unfavorable direction until the 
stop-loss order is executed.  The best trades are experienced when the market 
makes a significant price move in the favorable direction before reversing 
course and executing the closeout stop order.  Normal statistical variations 
are such that, at times, there will be a series of losing trades.  The level 
of risk taken on individual trades must therefore be established to balance 
long-term rate of return with short-term loss containment.  The amount of 
intended risk on any individual trade is a function of the location of the 
stop-order price, which is set by the trading system, and the number of 
contracts traded.  The CTA determines the number of contracts such that the 
intended risk is within both the CTA's and the Client's risk tolerance.  
Typically, the risk level on individual trades ranges from 3% to 7% of the 
account's net asset value.

The CTA trades a diversified mix of commodities which includes the British 
pound, Deutschemark, Yen, U.S. dollar index, Canadian dollar, Australian 
dollar, eurodollar, T-bills, Treasury bonds, sugar, crude oil, copper, 
coffee, cotton, natural gas, orange juice, and others.  Trading activity is 
typically in the range of two to six independent trades per month, although 
this varies widely depending on market conditions.

PERFORMANCE RECORD OF THE CTA

Commoditech, Inc. - Program A

The following capsule shows the past performance of the Commoditech, Inc. - 
Program A since the inception of trading of the first Account (in January, 
1992) and year-to-date (through February 28, 1998).  PAST PERFORMANCE IS NOT 
NECESSARILY INDICATIVE OF FUTURE RESULTS.

                       Commoditech, Inc. - Program A
                         Percentage Rate of Return
                 (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995      1994      1993
January      (3.08)    25.33     10.67    (17.68)    (6.44)    (5.58)
February     (4.03)    12.06    (11.95)     1.52      0.18     (7.95)
March                  (0.41)    (3.13)    19.98      7.96     (1.37)
April                   5.00     15.40      3.87     10.84      3.26
May                     0.67     (3.81)     6.17     17.57      3.38
June                    0.35     (8.89)     6.40     21.75      4.25
July                   18.42      0.57     (5.67)    (1.33)    (4.01)
August                 (6.33)    (2.25)     0.94    (15.04)    (4.00)
September               4.82     (3.95)     1.24      1.84     (0.33)
October               (15.82)    12.99      2.34     (7.07)     7.00
November               13.21      7.85     13.35     14.49    (17.66)
December               (7.54)   (12.76)     8.92     (7.60)     1.89
Totals       (6.99)    52.00     (4.17)    43.30     34.74    (21.34)

                                        38
Name of Commodity Trading Advisor:  Commoditech, Inc.

Name of Trading Program:  Program A

Acceptance Date of First Client Account:  January 1992

Date CTA began trading client funds pursuant to Program A:  January 1992

Number of client accounts using this trading program:  78

Total Assets managed under all trading programs of the CTA:  $2,310,000

Total Assets managed under this trading program:  $2,310,000

Worst Monthly Percentage Draw-down**:  11-93 / 21.49%

Worst Peak-to-Valley % Draw-down***:  6-94 to 1-95 / 38.89%

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
ROSENBERY CAPITAL MANAGEMENT, INC.

Rosenbery Capital Management, Inc., an Illinois corporation, is one of the 
Commodity Trading Advisors (collectively above called the "CTAs" and in this 
section called the "CTA"), and its Main Business Office and main business 
telephone are:  5445 N. Sheridan Rd. Suite 2706, Chicago, IL 60640; (773) 
271-7971; and, Facsimile: (773) 271-8371.  The books and records of the CTA 
will be kept and made available for inspection at the Main Business Office.

BUSINESS BACKGROUND 

The business background of the CTA for at least five (5) years is as follows:

Rosenbery Capital Management, Inc., a Subchapter S Corporation chartered in 
the State of Illinois, manages individual commodity trading accounts.  
Rosenbery Capital Management, Inc. is a Commodity Trading Advisor (CTA) 
registered with the Commodities Futures Trading Com-mission (CFTC) since 
February 21, 1997 and a member of the National Futures Association (NFA) 
since February 21, 1997.

Employing a proprietary technical trading program designed to overcome 
limitations common to small account management, Rosenbery Capital Management, 
Inc. seeks the maximization of long-term asset appreciation relative to risk 
for accounts of $10,000 and multiples thereof.  The program entails the 
buying and selling of U.S. Treasury 10-year Treasury Note futures contracts, 
30-year Treasury Bond futures contracts and 30-year Treasury Bond option 
contracts.  Futures positions may be long or short, while option positions 
may be long only.  The trading of these contracts are executed only through 
domestic U.S. exchanges.

Eric Rosenbery is the sole principal of Rosenbery Capital Management Inc. and 
is solely responsible for all trading and operational decision-making.  Mr. 
Rosenbery has been the controlling principal since the inception of Rosenbery 
Capital Management, Inc.

In 1977, Eric Rosenbery received a Bachelor of Sciences degree in Physics 
from the University of Illinois at Champaign-Urbana.  Upon graduation, Mr. 
Rosenbery was hired by the Borg-Warner Corporation as a Product Engineer for 
the Brummer line of automotive components.  When Brummer was purchased in 
1983 by Echlin Inc., Mr. Rosenbery relocated with the product line to the 
Echlin manufacturing facilities in McHenry, Illinois as a condition of the 
product line's sale and was named Chief Engineer of Echlin's newly-created 
Brummer Division.  In addition to engineering and supervisory duties, Mr. 
Rosenbery was responsible for the on-site re-qualification of the Brummer OEM 
product line at Ford Motor Company's European manufacturing facilities in 
Basildon, England and Cologne, Germany.  Mr. Rosenbery also served as the 
engineering liaison to Echlin's European sales representatives located in 
Hamburg, Germany.

                                        39
In 1985, Mr. Rosenbery began research into technical trading methods.  By 
1987, Mr. Rosenbery was trading sector mutual funds full-time for his own 
account and formed Oracle Weekly Publications, Inc., which later became 
Rosenbery Capital Management, Inc.  In 1990, Mr. Rosenbery began trading 
commodity futures and concentrated his research efforts on 10-year Treasury 
Notes and 30-year Treasury Bonds.  On July 6, 1994, Mr. Rosenbery implemented 
Progenitor I, his first system devoted solely to capital market interest 
rates.  Further development led to the implementation on Jan 2, 1996 of 
Progenitor II, which greatly increased the already-profitable performance of 
Progenitor I.  On February 21, 1997, Mr. Rosenbery was granted registration 
as an Associated Person of Rosenbery Capital Management, Inc. and was 
admitted as an NFA Associate Member.

Additionally, please see "Performance of the CTA," below, for a detailed 
performance history of Mr. Rosenbery.

DESCRIPTION OF TRADING PROGRAM

PROPRIETARY INDICATORS.  It is the CTA's belief that a successful indicator 
must be self-generated and outside the public domain.  Axiomatically, any 
truly predictive indicator can have only a briefly successful public life.  
Once publicly known, the indicator would be treated by the market as new 
information.  In the same way that prices are discounted upon the release of 
new information, such as a government report, the indicator would likewise 
cause a similar price discounting.  In addition to the narrowed window of 
opportunity, this indicator would ultimately lose its effectiveness by 
measuring its own discounted prices.  Compounding this failure, attempts at 
modifying the indicator back to life would de-couple the indicator from its 
original philosophical basis and possibly lead to reverse-logic contrarian 
interpretations.  Having tested numerous indicators, the CTA has found none 
sufficient to consistently offset transaction costs.  The CTA therefore 
employs only proprietary indicators of his own design.

PRICE THEORY.  It is the CTA's belief that a non-random component exists 
within commodity prices and that price movement can be forecasted through 
mathematical analysis.  Confirmatory to this belief, the CTA has identified 
four primary market mechanisms that account for much of the non-random 
behavior.  Because commodities are traded by people, prices will be affected 
by market psychology and occasionally dominate normal supply and demand 
concerns until they are eventually corrected.  Classical price theory 
addresses the linear interaction between supply and demand but doesn't 
address the non-linear interaction between the rational and the semi-
rational.  Markets react not only to supply and demand, but also to their own 
reaction to supply and demand, all the while leaving numerous telltale 
"fingerprints" on prices.  Normally dismissed as noise or selectively 
attributed to affirmative market fundamentals, the imbedded non-linear 
information in seemingly mundane prices can aid in forecasting which way a 
seemingly quiet market will eventually break.  Through repeated human 
iterations, this positively-reinforced market feedback may evolve into range-
bound "cyclical" markets, break-out into "trending" markets or climax in a 
panic.  Each of these market types are of limited duration and often dissolve 
shortly after being identified.  By being on-board at the start, with minimal 
lag time, these market inefficiencies can be efficiently exploited.  Further, 
knowing the mechanisms that caused these market inefficiencies can aid in 
forecasting the market's eventual discounting back to equilibrium.

SYSTEM DESIGN.  Imbedded non-linear price information must be extracted and 
converted into a usable linear form because the act of trading, in itself, is 
linear.  For example, a trader establishes a bullish position because his 
sentiment level reaches a specific threshold for bullish action.  A trader 
does not, however, establish a bullish position because he reaches an 
undefined level of bearishness.  A linear indicator generates signals that 
are directly proportional to the expected market outcome.  In addition to its 
inherent rational logic, linear indicators can be combined to create a more 
powerful linear composite indicator.  Here, strong sentiment in one direction 
will overrule weak sentiment in another direction by a quantifiable amount 
and render a more accurate forecast.  Compounding this increase in accuracy, 
the random noise component of each indicator is largely canceled-out.  This 
enhanced performance is extremely important because profits begin only after 
transaction costs are met.  This enhanced composite indicator, more powerful 
than the sum of its parts, forms the heart of the CTA's trading system.  This 
forecasting power is measured as a signal-to-noise ratio, which when 
implemented into a completed program, translates into the reward-to-risk 
ratio of actual trading.  The degree of complexity in this system is well-
beyond the scope of conventional fundamental analysis and owes its 
feasibility to the power of today's computers.  Fully objective and 
mechanical, the system generates unambiguous buy and sell signals, allowing 
the CTA to concentrate on market monitoring and accurate order placement.

THE SYSTEM.  The system is based upon rationally-derived algorithms of market 
mechanisms coupled to specific aspects of trader mass-behavior.  At the core 
of the system are four independent and quantitative indicator modules that 

                                        40
each describe a particular market mechanism.  Each reacts with opposing 
biases to price movement, thereby largely hulling-out random price noise when 
combined.  The result is a highly distilled composite with a high signal-to-
noise ratio.  Acting upon the composite is a trade shell program that 
generates the actual buy and sell signals.  If the composite is strongly 
positive, a buy signal is generated.  If the composite is strongly negative, 
a sell signal is generated.  When the composite reverses polarity, positions 
are exited.  The system is in the market 72% of the time on average.  A 
trade-saving filter consisting of robust short-term indicators is used to 
protect against "whip-saw" price action and control the frequency of trades 
in a cost-effective manner.  Entries and exits are allowed only when 
confirmed by the filter and result in trade durations of 8 calendar days on 
average.  In addition to lowering overall transaction costs, the lowered 
trading frequency minimizes the likelihood human error in program execution 
that is common to active trading.

EXECUTION.  The system derives its trading decisions primarily from daily 
settlement prices.  Of all daily prices, the settlement price offers the 
truest insight into the state of the market.  By closely monitoring prices 
during the final minutes of trading, the system generates buy or sell 
commands that are typically executed via market-on-close (MOC) orders.  This 
eliminates the lag time of waiting until the next day's opening.  Although 
one may question the propriety of acting on a price that technically hasn't 
occurred yet, the system usually generates buy and sell price ranges that are 
widely separated and rarely affected by moves occurring in the minutes 
between order placement and the market's close.  Further, because of the 
system's trade-saving features, there is less than a 20% likelihood of any 
trade activity occurring on any given trading day.  Adding to the benefit of 
end-of-day trading, markets are usually the most liquid at the close and 
result in a published price from which order fill quality can be definitively 
monitored.

ACCOUNT SIZE, COMPOSITION AND OPTIONS.  (This disclosure statement is not 
meant to offer an exhaustive description of options and describes only their 
generalized characteristics.  Because the program allows the holding of only 
long options purchased at a premium, all subsequent use of the terms 
"option", "call" and "put" shall be taken to mean "long option", "long call" 
and "long put", respectively)  Account size is measured in terms of "units".  
One unit consists of one 10-year Treasury Note or 30-year Treasury Bond 
futures contract, augmented at the CTA's discretion by the purchase of one 
30-year Treasury Bond call and/or put contract.  To definitively cap risk 
exposure, the CTA may substitute an additional option contract in lieu of the 
futures contract.  An account controls one unit for every $10,000 account 
balance, rounded to the nearest $10,000.  For example, an account with a 
balance of between $15,000 (inclusive) and $25,000 will control two units.  
Upon initiation of each new trading position, the CTA determines the 
appropriate unit quantity for the account and places the forthcoming trades 
in the specified contract quantities.  Typically, an account is increased by 
one unit for each $10,000 net profit (less applicable fees) and is decreased 
by one unit for each $10,000 net loss.  It is advised that the account 
balance be maintained above $5,000 to reduce the likelihood of margin calls.

PERFORMANCE RECORD OF THE CTA

Rosenbery Capital Management, Inc. manages accounts that trade solely in 
capital market interest rate futures and options in unit blocks of $10,000.  
The trading system used was developed entirely by the CTA.  Pursuant to the 
use of this specific product for the management of trading accounts, the CTA 
thoroughly researched the accuracy of the system's buy and sell signals 
within his own personal trading account.  Implemented on July 6, 1994 and 
still in use, the system encompasses over 2.5 years of proprietary trading, 
leading to its use for managed accounts.  The system has been slightly 
modified through use, but has remained the same since January, 1996.  On 
December 23, 1996, the Rosenbery Capital Management, Inc. began trading on 
behalf of clients as a registered CTA under the trading program "Progenitor".  
The following performance capsule reflects the results of such trading.

Rosenbery Capital Management, Inc. - Progenitor

The following capsule shows the past performance of the Rosenbery Capital 
Management, Inc. - Progenitor since the inception of trading of the first 
Account (in December 23, 1996) and year-to-date (through February 28, 1998).  
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                        41
Rosenbery Capital Management, Inc. - Progenitor
                            Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
Month       1998      1997      1996
January     (15.0)     25.5     N/A
February      0.3     (14.8)    N/A
March                  22.2     N/A
April                 (19.7)    N/A
May                    (6.0)    N/A
June                    6.3     N/A
July                    1.9     N/A
August                 (1.1)    N/A
September              (3.8)    N/A
October                33.7     N/A
November                3.1     N/A
December                6.6       5.5
Year        (14.7)     49.2       5.5
Name of Commodity Trading Advisor:  Rosenbery Capital Management, Inc.

Name of Trader:  Eric Rosenbery

Name of Trading Program:  Progenitor

Inception of Trading by CTA:  December 23, 1996

Inception of Trading in Progenitor:  December 23, 1996;  July 6, 1994 
(proprietary)

Progenitor Accounts Under Management:  139

Total Assets managed by CTA:  $1,827,470

Total Assets managed traded per Progenitor:  $1,827,470

Worst Monthly Percentage Draw-down**:  4-97 / 19.7%

Worst Peak-to-Valley % Draw-down***:  4-97 to 5-97 / 24.6%

Number of Accounts Closed with Profit:  3 since December 23, 1996

Number of Accounts Closed with Loss:  5 since December 23, 1996

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
J.A.H. RESEARCH AND TRADING

James A. Hyerczyk (d.b.a. J.A.H. Research and Trading) is one of the 
Commodity Trading Advisors (collectively above called the "CTAs" and in this 
section called the "CTA").  The CTA conducts the business of the trading 
program described in this Disclosure Document as a sole proprietorship as 
J.A.H. Research and Trading, and his Main Business Office and main business 
telephone are:  10561 Ridgewood Drive, Palos Park, Illinois 60464, (708) 448-
6858, facsimile (708) 448-0723, e-mail jahtrade@ix.netcom.com.  The books and 
records of the CTA will be kept and made available for inspection at the Main 
Business Office.

DESCRIPTION OF TRADING PROGRAM

J.A.H. RESEARCH AND TRADING offers two separate trading programs for managed 
accounts based on the level of capitalization of each client's account.  
Accounts with a beginning equity balance which is less than $8,000 are traded 

                                        42
pursuant to the Program II.  Accounts with a beginning balance which is 
greater than $8,000 are traded pursuant to the Program I.  When trading for 
the Partnership, the CTA intends to use the Program I strategy, detailed 
below under "Program I".  The CTA will use the signals generated to trade the 
Chicago Board of Trade, the Chicago Mercantile Exchange, the Coffee, Sugar 
and Cocoa Exchange, Globex, the Kansas City Board of Trade, the Mid-America 
Commodity Exchange, New York Cotton Exchange, and the New York Mercantile 
Exchange markets.  No other futures markets will be traded for the 
Partnership.

Trading Philosophy of the CTA

The trading philosophy of the Advisor was developed over thirteen years of 
research and back-testing in the futures industry.  The main thrust of the 
Advisor's philosophy is that markets adhere to the principles of price, time 
and pattern and that the conclusions derived from the research and back-
testing of these principles can be quantified and tested over a period of at 
least ten years of historical data to determine the probabilities of its 
success.

During the early years of testing the Advisor discovered that many of the 
technical indicators and commercially available systems used and written 
about in technical manuals simply do not work consistently when tested 
objectively by computer.  Most programs either focus too much on time or on 
price and subsequently ignore the important relationship between the two.  In 
many cases an indicator or system would have a strongly positive return for a 
period of a few weeks or months, followed by many months of draw-down.  In 
addition, he found that many systems only prove profitable if a particular 
commodity were chosen for inclusion in the testing or trading.  In other 
words, one market which experienced a major trend provided all the profit and 
all the other markets continued to provide losses.  Unless every market were 
traded, there was no assurance that a trader would be fortunate enough to 
have included the winning commodity in his or her trading with the particular 
system.  It wasn't until he began to work with price, time and pattern that 
the Advisor consistently found positive results in simulated trading.  His 
conclusion was that a trader needs the computer generated reports to filter 
the patterns, but he also needs the discretionary input in order to allow the 
system to be more adaptive to current market conditions. 

Program I

The Program I is a proprietary, discretionary, and technical trading system.  
The Program attempts to profit from short-term to intermediate trends in the 
market.  The Program was developed through extensive and on-going back 
testing of historical data based on price and time trading theories.  The 
Program incorporates the use of price, time and pattern recognition.  A 
mechanical trend indicator as well as geometrical angles are used to show 
trend, strength and direction.  Various oscillators are also used to provide 
information on the market's trend, strength, momentum and overbought/oversold 
conditions.  The information obtained from the combination of the price and 
time analysis, and the oscillators are the basis of all trading signals.  
Each day the CTA analyzes his charts as well as the oscillators to identify 
current conditions that may have existed in the past that have a high 
probability of generating a successful trade.  If conditions do exist, then 
at his discretion, the CTA will issue the appropriate buy, sell or flat 
signal.  Risk management is an important aspect of the J.A.H. Research and 
Trading Program.  Risk is measured on a trade-by-trade basis.  If current 
conditions exist that conclude liquidation of a position is necessary, then 
at his discretion, the CTA will issue the appropriate signal.

In summary, the Program I will incorporate trades in all United States 
Futures and Options Exchanges.  The Program is discretionary with signals 
based on a combination of price, time, pattern and oscillators.  The specific 
parameters of the J.A.H. Research and Trading model were developed through 
extensive and on-going back-testing of historical data to determine specific 
entry and exit points.  Risk is measured on a trade-by-trade basis.

Program II

As stated above, the Advisor now offers the Program II to clients investing 
less than $8,000.  The trading signals utilized by the Advisor in initiating 
and liquidating positions for accounts traded pursuant this program are 
identical to those employed by the Advisor on behalf of accounts traded 
pursuant to the Program I.  The only major difference between the between 
these programs is that the accounts traded pursuant to the Program II will 
trade primarily (though not exclusively) in option contracts and "mini" 
futures contracts offered at the Mid-America Commodity Exchange.  
Additionally, the Advisor's risk management of accounts traded pursuant to 
this program will be adjusted in relation to the size of these accounts.  For 
instance, the Advisor may enter a stop loss order closer to the initiation 
price of an account traded pursuant 

                                        43
to this program than he would for an account traded pursuant to the Program I 
in order to protect the smaller balances of these accounts.  As with the 
Program I, risk will measured on a trade-by-trade basis.

BUSINESS BACKGROUND

The name of the principal and sole-proprietor of J.A.H. RESEARCH AND TRADING 
is James A. Hyerczyk.  Mr. Hyerczyk became registered as a Commodity Trading 
Advisor on August 9, 1989.  Mr. Hyerczyk was admitted to membership in the 
National Futures Association effective December 28, 1995.

Mr. Hyerczyk began his career in the futures industry in 1983 as an account 
executive with Data-Trend Commodities, an Introducing Broker of Chicago 
Grain.  Throughout his career he has worked in the capacity of Director of 
Research for several Introducing Brokers.  During this time period Mr. 
Hyerczyk has devoted a substantial amount of time researching and analyzing 
price and time trading strategies and systems.  In May 1989, Mr. Hyerczyk 
became a sole-proprietor and formed Gann Research and Trading.  This company 
was a daily futures advisory service which provided daily and intra-day Gann 
based support and resistance data to S&P 500 Stock Index future traders.  In 
December 1992, Mr. Hyerczyk became an associated person of the staff of 
Hartfield Management, a CTA, and publisher of the Hightower Report.  At the 
Hightower Report, Mr. Hyerczyk was responsible for all areas of technical 
analysis including daily commentary, special reports and the Techview Section 
of the bi-weekly letter.  In 1993, Mr. Hyerczyk registered with the National 
Futures Association as a commodity trading advisor doing business as J.A.H. 
Research and Trading.

His work has been published in Futures Magazine (September 1990) and the 
Gann/Elliott Trader Magazine (April 1988).  He has also presented seminars 
for the Commodities Educational Institute (a Division of Oster Communication) 
and has lectured at the World Conference of Cycle-Economics as well as in the 
Soviet Union (1991), Guatemala (1995) and Malaysia (1995).  Mr. Hyerczyk is 
also on the faculty of the Chicago Mercantile Exchange where he teaches a 
course called An Introduction to Gann Theory.  He is a regular weekly 
commentator on the Money Radio Network in Pomona, California.  Mr. Hyerczyk 
received a BA degree in Business Administration from St. Xavier College in 
Chicago in 1982 and a CPA Certificate from the State of Illinois in 1983.  In 
addition, he received a Masters degree in Financial Markets and Trading from 
the Illinois Institute of Technology in 1996.  Additionally, please see 
"Performance of the CTA," below, for a detailed performance history of Mr. 
Hyerczyk.

PERFORMANCE RECORD OF THE CTA

J.A.H Research and Trading - Program I - Capsule Performance of Accounts

The following capsule shows the past performance of Mr. Hyerczyk's trading as 
J.A.H. Research and Trading (Program I) since the inception of J.A.H. 
Research and Trading and year-to-date (through February 28, 1998).  

                 J.A.H. Research and Trading - Program I
                        Percentage Rate of Return
                 (Computed on a compounded monthly basis)*
Month       1998      1997
January      (1.15)   N/A
February     (7.67)   N/A
March                  (1.89)
April                  (6.79)
May                     9.46
June                   (0.20)
July                    2.96
August                  5.25
September              (0.25)
October                (3.33)
November               (0.28)
December               (7.38)
Year         (8.73)    (3.60)

                                        44
Name of Commodity Trading Advisor:  James A. Hyerczyk

Name of Trading Program:  J.A.H. Research and Trading

Date Commodity Trading Advisor Began Trading Client Accounts:  March, 1997

Date When Client Funds Began Being Traded Pursuant To Program I:  March, 1997

Number of Accounts: 319

Total Assets Under Management of Mr. Hyerczyk:  $3,247,525

Total Assets Traded Pursuant To Program I:  $2,793,257

Largest Monthly Draw-Down** Since Inception and Year-to-Date
(through February 28, 1998): 2-98/7.67% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception and Year-to-Date
(through February 28, 1998): 9-97 to 2-98/12.00% of net asset value

Number of Accounts Closed with Profit:  1 since March, 1997

Number of Accounts Closed with Loss:  80 since March, 1997

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
J.A.H Research and Trading - Program II - Capsule Performance of Accounts

The following capsule shows the past performance of Mr. Hyerczyk's trading as 
J.A.H. Research and Trading (Program II) since the inception of the Program 
II and year-to-date (through February 28, 1998).  

                   J.A.H. Research and Trading - Program II
                          Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
Month       1998      1997
January      (1.90)   N/A
February     (7.70)   N/A
March                 N/A
April                 (12.98)
May                    13.33
June                    0.77
July                   (0.17)
August                  2.13
September              (0.27)
October                 0.65
November               (3.18)
December               (9.98)
Year         (9.45)   (11.36)
Name of Commodity Trading Advisor:  James A. Hyerczyk

Name of Trading Program:  J.A.H. Research and Trading

                                        45
Date Commodity Trading Advisor Began Trading Client Accounts:  March, 1997

Date When Client Funds Began Being Traded Pursuant To Program II:  April, 
1997

Number of Accounts:  100

Total Assets Under Management of Mr. Hyerczyk:  $3,247,525

Total Assets Traded Pursuant To Program II:  $454,268

Largest Monthly Draw-Down** Since Inception and Year-to-Date
(through February 28, 1998):  4-97/12.98% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception and Year-to-Date
(through February 28, 1998):  4-97 to 2-98/19.7% of net asset value

Number of Accounts Closed with Profit:  4 since April, 1997

Number of Accounts Closed with Loss:  18 since April, 1997

Number of Accounts Closed with no change:  1 since April, 1997

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
C&M TRADERS, INC.

C&M Traders, Inc., a Florida Corporation is one of the Commodity Trading 
Advisors (collectively above called the "CTAs" and in this section called the 
"CTA").  Steven Midlarsky was previously registered as a CTA as a sole 
proprietorship effective 5/12/95, and transferred his status to C&M effective 
July 31, 1995.  Steven Midlarsky is currently registered as the principal and 
associated person of the CTA.  The Main Business Office and main business 
telephone of the CTA are:  1001 Yamato Road, Suite 307, Boca Raton, Florida 
33487, (561) 995-8626, facsimile (561) 988-0210.  The books and records of 
the CTA will be kept and made available for inspection at the Main Business 
Office.

BUSINESS BACKGROUND 

The business background of the CTA for at least five (5) years is as follows:

C&M Traders Inc. was incorporated in March, 1995, by Steven Midlarsky, its 
president and principal owner.  Mr. Midlarsky was a principal owner of a 
wholesale meat distributor, called Crown Meat Company, Inc. from February, 
1987 through September, 1991 located in New York City & Secaucus, New Jersey.  
From October, 1991 to the present Mr. Midlarsky has been trading cattle for 
himself from an office in Boca Raton, Florida.  Mr. Midlarsky holds a 
Bachelors degree in Science from Tulane University. 

Heidi A. Brown, Vice President of C&M Traders, Inc., As Vice President, her 
responsibilities include but are not limited to:  Investor Relations, 
Compliance with Commodity Futures Trading Commission Regulations and National 
Futures Association Rules.

Ms. Browns' professional experience includes: Commercial and Residential Real 
Estate Sales, and Real Estate Property Management (12/88-7/93).  In July, 
1993, Brown began her career in managed futures with Hallett Capital 
Management, CTA, as an AP before being promoted to Director of Compliance 
until February, 1995.  In February, 1995, Ms. Brown was recruited by Alaron 
to build their first branch office.  Once the project was completed in 
September, 1995, Brown joined C&M Traders, Inc.

Educational Background: Ms. Brown attended University of Kentucky and Florida 
Atlantic University, focusing on International Business and Finance.

                                        46
DESCRIPTION OF TRADING PROGRAM

C&M Traders, Inc. is solely a "fundamental trader".  Trading in Meats, mostly 
in live cattle as well as lean hogs.  By being a "Fundamental trader," C&M 
Traders, Inc. carefully analyzes actual market conditions in the present and 
how they could effect the future condition of the markets traded.  C&M 
Traders, Inc. program invests in futures or options on futures contracts that 
in the judgment of C&M Traders, Inc., offers special potential.  Moreover, in 
certain instances C&M may trade short term market price movements depending 
on market conditions.  There are no limitations to the domestic futures or 
options on futures contacts that may be considered for this program.  C&M 
Traders, Inc. does not offer advice with respect to foreign futures and/ or 
options.  C&M Traders, Inc., has no other restrictions or limitations on 
trading.
  
It is C&M Traders, Inc. policy to attempt to minimize the differences in 
performance between accounts.  However, the risk assumed and, consequently, 
the potential for profit experienced in a particular account at different 
times, or by different accounts at the same time, can vary significantly 
according to market conditions, the size of the account, the percentage 
gained or lost in the account, and the perceived risk aversion of that 
account's owner.  For those and other reasons described in the performance 
record, no investor should expect the same performance as that of any other 
account traded previously, simultaneously, or subsequently by C&M Traders, 
Inc., or of the composite presented within.

The exact nature of C&M Traders, Inc., methods are proprietary and 
confidential.  The decision not to trade a certain position may result at 
times in missing price moves and hence profits or losses of great magnitude.  
There is no assurance the performance of C&M Traders, Inc. will result in 
profitable trading.

PERFORMANCE RECORD OF THE CTA

C&M Traders, Inc. program began with clients money July 1, 1993.  Its 
performance through October 1997, as presented in the following Capsule 
Performance Record is a composite performance of numerous managed accounts.

Since the performance of the program is presented on a composite basis rather 
than account by account, each account's performance would differ from the 
composite figures shown.  The information included in the performance record, 
in the opinion of C&M Traders, Inc. is accurate.

The results set forth in the following Capsule Performance Record are not 
indicative of the results which may be achieved by C&M Traders, Inc., in the 
future, in part because past performance is not necessarily indicative of 
future results.  Although it is C&M Traders, Inc. policy to attempt to manage 
all accounts equally, the risk assumed and, consequently, the potential for 
profit experienced by a particular account at different times, and by 
different accounts at the same time, may vary significantly according to 
market conditions, the size of a given account, the percent gained or lost in 
the account, and the perceived risk aversion of the account's owner.  
Furthermore, because C&M Traders, Inc., has modified and will continue to 
modify its trading methods, the results shown in the Capsule Performance 
Record do not necessarily reflect the precise trading methods which will be 
used by C&M Traders, Inc., on behalf of any account.

Futures trading performance will also be affected by the increasing amount of 
funds directed by C&M Traders, Inc.  "Slippage" (the difference between ideal 
and actual trade execution prices) will increase with the execution of larger 
orders.

For all the above reasons, no investor should expect necessarily the same 
performance as that of any other account traded previously, simultaneously, 
or subsequently by C&M Traders, Inc., or the Composite presented herein.

The accounts that comprise the Client Capsule Performance Record differ 
materially in the following ways: (1) Commissions range from $15.00 to $30.00 
per round turn (2) Some accounts earn no interest, while others can earn 
interest on a considerable component of the funds in the account. (3) Fees 
range from 7 cents to $4.62 per round turn.  There are no other material 
differences between these accounts.

Proprietary trading began January 1992.  Four accounts included in the 
Capsule.  Three closed profitable.  The accounts that comprise the 
Proprietary Capsule Performance Record differ materially in the following 
ways: (1) Commissions range from $8.50 to $25.00.  Otherwise there are no 
material differences in the proprietary accounts traded.

                                        47
C&M Traders, Inc. - Live Cattle - Composite

The following capsule shows the past performance of the C&M Traders, Inc. - 
Live Cattle - Composite since the inception of trading of the first Account 
(in July, 1993) and year-to-date (through February 28, 1998).  PAST 
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                   C&M Traders, Inc. - Live Cattle - Composite
                           Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995      1994      1993
January      18.21     (8.95)   (63.32)    27.49       0.00    N/A
February      3.11     (2.00     45.30    (20.06)      0.00    N/A
March                 (39.75)     5.23     50.76       0.00    N/A
April                  10.25    (27.67)   (23.84)      0.00    N/A
May                    13.33     29.65      4.30     388.94    N/A
June                   (5.30)    (1.87)   (53.60)     32.54    N/A
July                  (12.48)    (6.89)    33.15     (11.99)   (67.58)
August                 (3.20)    27.67      9.75     105.19     50.75
September               9.11     (0.15)    20.07     (20.73)    36.04
October                30.19      3.33     17.75     110.67     22.44
November               14.98      3.58    (17.72)     12.62     80.99
December               (3.12)     2.87     14.00     (13.14)    10.13
Totals       21.32     24.40    (33.10)     9.75    1812.04     62.27
Name of Commodity Trading Advisor:  C&M Traders, Inc.

Name of Trading Program:  Live Cattle

Inception of Trading: July, 1993

Number of client accounts using this trading program:  171

Total Assets managed under all trading programs of the CTA:  $13,540,020

Total Assets traded pursuant to Program:  $13,540,020

Worst Monthly Percentage Draw-down**:  07-93 / 67.58%

Worst Peak-to-Valley % Draw-down***:  3-95 to 3-97 / 74.31%

Number of Accounts Closed w/ Profits Since 7-1-93:  15

Number of Accounts Closed w/ Losses Since 7-1-93:  23

Number of Accounts Closed with Profit:  15 since July, 1993

Number of Accounts Closed with Loss:  23 since July, 1993

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
Please see Appendix II for the supplemental proprietary trading history for 
the CTA.

                                        48
PERFORMANCE RECORD OF FREMONT FUND, LIMITED PARTNERSHIP

In addition to the Partnership, the principal of the CPO is the principal of 
another CPO, Pacult Asset Management, Inc., which manages another commodity 
pool called Fremont Fund, Limited Partnership.  Fremont Fund Limited 
Partnership is traded by Michael J. Frischmeyer, one of the CTAs selected for 
this Fund, as the sole CTA.  No correlation is expected between the 
performance of the Fremont Fund and this Partnership because Mr. Frischmeyer 
is a CTA for both pools. 

Fremont Fund pays various expenses in relation its operation including a 
management fee to the CTA and the General Partner of 4% and 2% annually 
respectively charged 1/12th monthly, and a quarterly incentive fees of 15% of 
all new net profits.  In addition, the fund pays _% per month, 9% per year, 
for trading.

Fremont Fund, Limited Partnership 

The following capsule shows the past performance of Fremont Fund, LP for the 
period from inception of trading in November, 1996, through February 28, 
1998.  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                      Fremont Fund, Limited Partnership 
                          Percentage Rate of Return
                  (Computed on a compounded monthly basis)*
Month       1998      1997      1996
January      (1.48)    (1.79)   N/A
February     (0.92)     0.71    N/A
March                  (0.91)   N/A
April                  (2.13)   N/A
May                    (0.66)   N/A
June                   (0.39)   N/A
July                   (0.65)   N/A
August                 (2.57)   N/A
September              (0.53)   N/A
October                (0.76)   N/A
November               (1.09)    (8.83)
December               (2.13)     2.34
Year         (2.38)   (12.21)    (6.69)
Name of Pool:  Fremont Fund, LP

How Offered:  Publicly offered pursuant to Form S-1 Registration statement

Number of CTAs:  One

Name of CTA:  Michael J. Frischmeyer

Principal Protected:  No

Date of Inception of trading:  November, 1996

Net Asset Value of the pool (as of February 28, 1998):  $929,069 on total 
Units outstanding: 1,236

NAV Per Unit (as of February 28, 1998):  $751

Largest Monthly Draw-Down** For Since Inception and Year-to-Date 
(through February 28, 1998):  12-96/8.83% of client funds

Worst Peak-to-Valley Draw-Down*** Since Inception and Year-to-Date 
(through, February 28, 1998):  11-96 to 2-98/20.11% of net asset value

*    Rate of return is computed by dividing the net performance by the sum of 
the beginning net asset value and net additions, capital withdrawals and 
redemptions.

                                        49
**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by a pool or account over the specified period

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
THE FUTURES COMMISSION MERCHANTS

Vision Limited Partnership located at One Whitehall Street, 15th floor, New 
York, New York, 10004, is the futures Commission Merchant for the 
Partnership.  The following disclosures are provided regarding Vision Limited 
Partnership.  In addition, since Vision is a non-clearing FCM, they have 
established an omnibus clearing arrangement with Lind-Waldock & Company.  

Lind-Waldock is located at 1030 West Van Buren Street, Chicago, IL 60607.  
Lind-Waldock is a clearing member of all principal futures exchanges in the 
United States.  

See disclosures as to litigation during the past 5 years regarding Vision and 
Lind-Waldock & Company under "Legal Matters".  

                         FEDERAL INCOME TAX ASPECTS

SCOPE OF TAX PRESENTATION

This presentation is based on the Internal Revenue Code of 1986, as amended, 
and the rules and regulations promulgated thereunder (hereinafter 
collectively called the "Code") which were in effect as of November 1, 1995, 
and is based upon the express intention of the General Partner to cause the 
Partnership to invest only its equity capital and not to borrow funds from 
any source.  Any change in the Code or deviation from the intent to invest 
equity capital only, could alter this presentation and also have adverse tax 
consequences to the Partnership and the Partners.  Under current IRS 
guidelines, there exists a substantial possibility that the partnership's 
return will be examined.  If the partnership is audited, significant factual 
questions may arise which, if challenged by the IRS, might only be resolved 
at considerable legal and accounting expense to the Partners and the 
Partnership.  Any adjustment made to the Partnership return will flow through 
to the Partners' returns and could result in a separate audit of the 
Partners' individual returns.  The Partnership will report its income for tax 
and book purposes under the accrual method of accounting and its tax year 
will be the calendar year, or such other period as is required under section 
706(b) of the Code.  During taxable years in which little or no profit is 
generated from trading activities, a Limited Partner may still have interest 
income which will be taxed as ordinary income.

THIS DISCUSSION ASSUMES THAT THE INVESTOR IS AN INDIVIDUAL AND IS NOT 
INTENDED AS A SUBSTITUTE FOR CAREFUL PLANNING, PARTICULARLY, SINCE CERTAIN OF 
THE INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE PARTNERSHIP WILL NOT BE 
THE SAME FOR ALL TAXPAYERS.  ALL MATTERS UPON WHICH THE PARTNERSHIP HAS 
OBTAINED AN OPINION OF TAX COUNSEL ARE DISCUSSED UNDER THE CAPTION "TAX 
OPINION" BELOW.  ACCORDINGLY, PROSPECTIVE INVESTORS ARE URGED TO CONSULT 
THEIR TAX ADVISORS WITH SPECIFIC REFERENCE TO THEIR TAX SITUATION.

NO LEGAL OPINION AS TO CERTAIN MATERIAL TAX ASPECTS

No legal opinion will be requested by the Partnership in regard any State 
income tax issue.  In addition, tax counsel to the Partnership can not opine 
upon any Federal income tax issue which involves a determination by the IRS 
of the facts related to the operation of the Partnership or as to any other 
matter which may be subject to Internal Revenue Service interpretation or 
adjustment upon audit.  For example, commodity trading adviser fees are 
aggregated with employee business expenses and other expenses of producing 
income and the aggregate of such expenses is deductible only to the extent 
such amount exceeds 2% of the taxpayer's adjusted gross income.  The Federal 
income tax deductibility of these expenses depends upon factual 
determinations related to the operation of the Partnership by the General 
Partner.  See "Federal Income Tax Aspects".

                                        50
PARTNERSHIP TAX STATUS AND NET WORTH OF THE GENERAL PARTNER

If the Partnership were treated as an association or publicly traded 
partnership, taxable as a corporation, in any taxable year, the Partnership 
would pay taxes at the corporate rates upon its income and gains, items of 
deduction and losses would be deductible only by the Partnership and not by 
the Partners, tax credits would be available only to the Partnership and not 
to the Partners, and all or a part of the distributions to the Partners could 
be taxable as dividend income to the Partners and would not be deductible by 
the Partnership in computing its taxable income.  This would substantially 
increase the total amount of taxes the Partnership and it Partners would pay 
each year.

The Code, at Section 7701, provides the characteristics of a corporation 
which should not be present if a partnership is to be taxed as a partnership.  
Among those characteristics is a test for net capital to be met when the 
partnership has a sole corporate general partner, such as this Partnership.  
Among those requirements are that the General Partner, as such, will maintain 
a capital contribution in the Partnership in an amount not less than the 
greater of (i) $25,000 or (ii) one percent (1%) of the aggregate Capital 
Contributions from time to time, of all Limited Partners (measured at the 
time of each respective investment) and sufficient net worth to enable the 
creditors of the Partnership to have a viable entity to hold responsible for 
Partnership debts.  The Partnership must meet the tests provided in Code 
Section 7701 to maintain its partnership taxation status.  Accordingly, the 
General Partner intends to use its best efforts to satisfy the requirements.  
The amount of Net Worth the IRS has deemed sufficient to provide a "safe 
harbor" to meet the net worth test, is a Net Worth equal to (15%) of the 
first $2,500,000 or $250,000, whichever is less, and (10%) of all above 
$2,500,000 exclusive of the amount invested by the General Partner in this 
Partnership or any other partnership.  There can be no assurance, however, 
that the General Partner can fulfill or maintain its Net Worth in conformity 
with these requirements.

Historically, the right of redemption, similar to the right available to 
Partners in the Partnership, renders a pool, such as the Partnership, a 
publicly traded partnership, taxed as a corporation.  However, the Revenue 
Act of 1987 (the "1987 Act") Act provides an exception.  The exception 
requires ninety percent (90%) or more of the partnership's gross income to be 
qualifying income.  Qualifying income includes interest, dividends, and 
income from futures, options or forward contracts on commodities, if the 
buying and selling of commodities is a principal activity of the partnership.  
The General Partner intends to limit the sources of income so that the 
exception will apply to the Partnership.  In addition, the General Partner 
has placed certain restrictions upon the right of redemption.  See Exhibit A, 
"Right of Redemption".

NO IRS RULING

THE PARTNERSHIP HAS NOT APPLIED FOR A RULING FROM THE INTERNAL REVENUE 
SERVICE (THE "IRS") REGARDING ITS STATUS AS A PARTNERSHIP OR WITH REGARD TO 
ANY OTHER TAX ASPECT, NOR DOES THE PARTNERSHIP INTEND TO SEEK A RULING.  IN 
THE ABSENCE OF A RULING, THERE CAN BE NO ASSURANCE THAT THE IRS WILL NOT 
ATTEMPT TO TAKE A POSITION ADVERSE TO THE PARTNERSHIP.

TAX OPINION

The Partnership has obtained an opinion, which is not binding upon the IRS or 
the Courts, from The Scott Law Firm, P.A., that the Partnership will be 
taxable as a partnership and not as a corporation.  Such opinion is based on 
the Code as of December 31, 1997, a review of the Limited Partnership 
Agreement, and is conditioned upon the following representations of facts by 
the General Partner: (a) at all times, the Partnership will be operated in 
accordance with the Delaware Uniform Limited Partnership Act and the Limited 
Partnership Agreement attached hereto as Exhibit A;  (b) the General Partner 
will, at all times maintain not less than a one percent (1%) interest in the 
income, losses, gains, deductions and credits of the Partnership; (c) the 
aggregate deductions to be claimed by the Partners as their distributive 
shares of the Partnership net losses for the first two years of operation of 
the Partnership will not exceed the amount of equity capital invested in the 
Partnership; (d) no creditor who makes a loan to the Partnership, including 
margin accounts, will have or acquire, as a result of making the loan, any 
direct or indirect interest in the capital, profits or property of the 
Partnership, other than as a secured creditor; (e) the General Partner will 
at all times actively direct the affairs of the Partnership; (f) the General 
Partner will at all times possess substantial assets (exclusive of its 
interest in the Partnership or any other limited partnership) which can be 
reached by the general creditors of the Partnership within the meaning of 
Treasury Regulation Section 301.7701 2(d)(2) or the General Partner otherwise 
complies with the tax code general partner requirements imposed upon sole 
corporate general partners of limited partnerships; (g) interests in the 
Partnership will be transferable only upon approval of the General Partner 
and not, otherwise, be (1) traded on an established securities market, or (2) 
readily tradable on a secondary market (or the substantial equivalent 
thereof); (h) the Partnership will not be registered 

                                        51
under the Investment Advisor's Act of 1940; and, (i) over ninety percent of 
the income earned by the Partnership will be Qualifying Income as that term 
is defined in the 1987 Act.  

The Law Firm is not able to opine upon the tax treatment of certain expenses 
as the determination depends upon questions of fact to be resolved by the 
General Partner on behalf of the Partnership.  In addition, commodity trading 
adviser fees are aggregated with employee business expenses and other 
expenses of producing income and the aggregate of such expenses is deductible 
only to the extent such amount exceeds 2% of the taxpayer's adjusted gross 
income.  It is the General Partner's position that the Partnership's intended 
operations will qualify as a trade or business.  If this position is 
sustained, the brokerage commissions and performance fees will be deductible 
as ordinary and necessary business expenses.  Syndication costs to organize 
the Partnership and Offering Expenses will not be deductible or amortizable 
by the Partnership or its Partners.

Any change in these representations or the operative facts will prevent 
reliance by the Partnership and the Partners upon the legal opinion from The 
Scott Law Firm, P.A.

PASSIVE LOSS AND UNRELATED BUSINESS INCOME TAXES RULES

In addition to the imposition of a corporate level tax on publicly traded 
partnerships, special rules apply to partnerships in regard to the 
application of the passive loss and unrelated business income tax rules.  In 
Notice 88-75 issued on June 17, 1988 (the "Notice"), the IRS provided 
guidance as to the operation of the Partnership.  The General Partner intends 
to cause the Partnership to comply with the applicable provisions of these 
guidelines.  In the event the Expenses of the Partnership were deemed not to 
qualify as deductions from trading profits, if any, the total taxes paid by 
the Partners would increase while the distributions to them would remain the 
same. 

BASIS LOSS LIMITATION

Generally, the "basis" of a Partner's interest in the Partnership for tax 
purposes is equal to the cost decreased, but not below zero, by the Partner's 
share of any Partnership losses and distributions and increased by the 
Partner's share of any Partnership income.  A Partner may not deduct losses 
in excess of the adjusted basis for the interest in the Partnership at the 
end of the partnership year in which such losses occurred, but may carry 
forward any excess to such time, if ever, as the basis for the interest in 
the Partnership is sufficient to absorb the loss.  Upon the sale or 
liquidation of a Partner's interest in the Partnership, the Partner will 
recognize a gain or loss for Federal income tax purposes equal to the 
difference between the amount realized by such Partner in the transaction and 
the basis for such Partner's interest in the Partnership at the time of such 
sale.  For individuals, capital losses would offset capital gains on a dollar 
for dollar basis, with any excess capital losses subject to a $3,000 annual 
limitation.  Accordingly, it is possible for the Partners to sustain a loss 
from the operation of the Partnership which will be not allowed as a 
deduction for tax purposes or limited to a $3,000 annual limitation.

AT-RISK LIMITATION

The election by a Partner to borrow the money to invest in the Partnership 
carries with it certain at risk limitations.  Section 465 of the Code 
provides that the amount of any loss allowable for any year to be included in 
a Limited Partner's personal tax return is limited to the amount paid for the 
Units (tax basis) of the amount "at risk".  Losses already claimed may be 
subject to recapture if the amount "at risk" is reduced as a result of cash 
distributions from the activity, deduction of losses from the activity, 
changes in the status of indebtedness from recourse to non-recourse, the 
commencement of a guarantee, or other events that affect the taxpayer's risk 
of loss. Partners should consider the "at-risk" provisions in arranging debt 
financing for purchase of an interest in the Partnership.

INCOME AND LOSSES FROM PASSIVE ACTIVITIES

Code Section 469 limits the deductibility of losses from business activities 
in which the taxpayer (limited to individuals, certain estates and trusts, 
personal service corporations or closely-held corporations) does not 
materially participate ("Passive Losses").  Under temporary Treasury 
Regulations, the trading of personal property, such as futures contracts, 
will not be treated as a passive activity and Partnership gains allocable to 
Limited Partners will not be available to offset passive losses from sources 
outside the Partnership and Partnership losses will not be subject to 
limitation under the Passive Loss Rules. 

                                        52
ALLOCATION OF PROFITS AND LOSSES

The allocation of profits, losses, deductions and credits contained in the 
Limited Partnership Agreement will be recognized for tax purposes only if the 
allocations have substantial economic effect.  While the General Partner 
believes that the Limited Partnership Agreement either meets the requirements 
or satisfies a substitute "capital account equivalency" test, the Limited 
Partnership Agreement does not meet a third requirement, that a Partner must 
make a contribution to the Partnership equal to any deficit in the Capital 
account.  Accordingly, under the regulations and the Limited Partnership 
Agreement, losses would not be allocable to a Partner in excess of the 
Partner's capital contribution plus properly allocated profits less any prior 
distributions.  The General Partner intends to allocate income and losses in 
accordance with the Partnership Agreement which it believes complies with 
applicable Code Section 704.  However, no assurances can be given that the 
IRS will not attempt to change any allocation that is made among Partners 
admitted on different dates which could adversely effect the amount of 
taxable income to one Partner as opposed to another Partner.

TAXATION OF FUTURES AND FORWARD TRANSACTIONS

The CTAs selected by the Partnership are expected to trade primarily in 
Section 1256 Contracts as defined in the Code.  All Section 1256 contracts 
will be marked-to-market upon the closing of every contract (including 
closing by taking an offsetting position or by making or taking delivery, by 
exercise or being exercised, by assignment or being assigned; or by lapse or 
otherwise) and all open Section 1256 contracts held by the Partnership at its 
fiscal year-end will be treated as sold for their fair market value on the 
last business day of such taxable year.  This will result in all unrealized 
gains and losses being recognized for Federal income tax purposes for the 
taxable year.  As a consequence, the Partners may have tax liability relating 
to unrealized Partnership profits in open positions at year-end.  Sixty 
percent (60%) of any gain or loss from a Section 1256 contract will be 
treated as long-term, and forty percent (40%) as short-term, capital gain or 
loss (the "60/40 Rule"), regardless of the actual holding period of the 
individual contracts.  The character of a Partner's distributive share of 
profits or losses of the Partnership from Section 1256 contracts will thus be 
60% long-term capital gain or loss and 40% short-term capital gain or loss.  
Each partner's distributive share of such gain or loss for a taxable year 
will be combined with its other items of capital gain or loss for such year 
in computing its Federal income tax liability.  The Code contains certain 
rules designed to eliminate the tax benefits flowing to high-income taxpayers 
from the graduated tax rate schedule and from the personal and dependency 
exemptions.  The effect of these rules is to tax a portion of a high-income 
taxpayer's income at a marginal tax rate of 39.6%.  However, long-term 
capital gains are now subject to a maximum tax rate of 28%.  Subject to 
certain limitations, a Limited Partner, other than a corporation, estate or 
trust, may elect to carry-back any net Section 1256 contract losses to each 
of the three preceding years.  The marked-to-market rules do not apply to 
interests in personal property of a nature which are actively traded other 
than Section 1256 contracts (termed "off-exchange positions").

SECTION 988 FOREIGN CURRENCY TRANSACTIONS

A "Section 988 transaction" is defined as the entering or acquiring of any 
forward contract, futures contract, option or similar financial instrument if 
the amount to be received or to be paid by reason of a transaction is 
denominated in a nonfunctional currency (i.e., other than the dollar) or is 
determined by reference to one or more nonfunctional currencies.  If the 
Section 988 transaction results in a gain or loss, it is considered to be a 
foreign currency gain or loss to the extent it does not exceed gain or loss 
realized by reason of changes in exchange rates. 

CAPITAL GAIN AND LOSS PROVISIONS 

If long-term capital gains exceed short-term capital losses, the net capital 
gain will be taxed at the same rates as ordinary income.  Subject to an 
annual limitation of $3,000, the excess of capital losses over capital gains 
will be deductible by an individual against ordinary income.  Excess capital 
losses which are not used to reduce ordinary income in a particular taxable 
year may be carried forward to, and treated as capital losses incurred in, 
future years.

BUSINESS FOR PROFIT

Code Section 183 sets forth the general rule that no deduction is allowable 
to an individual for an activity "not engaged in for profit".  These are 
activities other than those constituting a trade or business or engaged in 
for the production or collection of income or for the management, 
conservation, or maintenance of property held for the production of income.  
The determination of whether an activity is engaged in for profit is based on 
all facts and circumstances, and no single factor is determinative.  The 
General Partner believes that the employment by the Partnership of 
independent CTAs with 

                                        53
strong track records of production of profits, it is more likely than not, 
that the activity of the Partnership will be considered an activity engaged 
for profit.

SELF-EMPLOYMENT INCOME AND TAX

Section 1402 of the Code provides that an individual's net earnings from 
self-employment shall not include the distributive share of income or loss 
from any trade or business carried on by a partnership of which he is a 
Limited Partner.  Therefore, a Limited Partner should not consider that the 
ordinary income from the Partnership constitutes net earnings from self-
employment for purposes of either the Social Security Act or the Code.

INDIVIDUAL ALTERNATIVE MINIMUM TAX

Non-corporate taxpayers are subject to the alternative minimum tax to the 
extent it exceeds their regular tax.  For an entity taxable as an estate or 
trust, the first $22,500 of "alternative minimum taxable income" is exempt 
from the alternative minimum tax, while for an individual it is the first 
$33,750 of such income ($45,000 for a joint return; $22,500 for married 
taxpayers filing separately).  The exemption amounts will be phased out at 
the rate of $.25 for each dollar of alternative minimum taxable income in 
excess of $150,000 for married taxpayers filing jointly, $112,500 for single 
taxpayers, and $75,000 for married taxpayers filing separately, estates and 
trusts.  Alternative minimum taxable income in excess of the exemption 
amount, after any applicable phase-out, will be subject to a two-tiered rate 
schedule.  Alternative minimum taxable income (net of exemption) up to and 
including $175,000 will be taxed at a rate of 26% and alternative minimum 
taxable income over $175,000 will be taxed at a 28% rate.  Taxpayers liable 
for the alternative minimum tax are required to make estimated tax payments.

INTEREST RELATED TO TAX EXEMPT OBLIGATIONS

Section 265(a)(2) of the Code will disallow any deduction for interest on 
indebtedness of a taxpayer incurred or continued to purchase or carry 
obligations the interest on which is wholly exempt from tax.  The IRS 
announced in Revenue Procedure 72-18 that the proscribed purpose will be 
deemed to exist with respect to indebtedness incurred to finance a "portfolio 
investment".  The Revenue Procedure further states that a limited partnership 
interest will be regarded as a "portfolio investment", unless rebutted by 
other evidence.  Therefore, in the case of a Limited Partner owning tax-
exempt obligations, the IRS might take the position that any interest expense 
incurred by him to purchase or carry Units should be viewed as incurred by 
him to continue carrying tax exempt obligations and that such Limited Partner 
should not be allowed to deduct all or a portion of the interest on any such 
loans.

NOT A TAX SHELTER 

In the opinion of tax counsel, the Partnership does not constitute a tax 
shelter, as defined in Code Section 6111(c), since the General Partner 
intends to operate the Partnership so that the tax shelter ratio will not 
exceed two-to-one at the close of any of the first five years.  Accordingly, 
the General Partner does not plan to register the Partnership as a tax 
shelter with the IRS.

TAXATION OF FOREIGN PARTNERS

An investment in the Partnership should not, by itself, cause a Foreign 
Partner to be engaged in a trade or business within the United States.  A 
foreign person is subject to a 30% withholding tax (unless reduced or 
exempted by treaty) on certain types of United States source income which is 
not effectively connected with the conduct of a United States trade or 
business.  This tax must be withheld by the person having control over the 
payment of such income.  Accordingly, the Partnership may be required to 
withhold tax on items of such income which are included in the distributive 
share (whether or not actually distributed) of a Foreign Partner.  If the 
Partnership is required to withhold tax on such income of a Foreign Partner, 
the General Partner may pay such tax out of its own funds and then be 
reimbursed out of the proceeds of any distribution to or redemption of Units 
by the Foreign Partner. 

PARTNERSHIP ENTITY-AUDIT PROVISIONS-PENALTIES 

The Code provides that the tax treatment of items of partnership income, 
gain, loss, deduction and credit will be determined at the partnership level 
in a single partnership proceeding.  The Partnership Agreement has appointed 
the General Partner the "Tax Matters Partner" to settle any issue involving 
any partner with less than a one percent (1%) profits interest unless such a 
partner, upon notice, properly elects not to give such authority to the Tax 
Matters Partner.  The Tax Matters Partner may seek judicial review for any 
adjustment to partnership income, but there will be only one such action for 
judicial 

                                        54
review to which all partners will be bound.  The Code provides that a partner 
must report a partnership item consistently with its treatment on the 
partnership return, unless the partner specifically identifies the 
inconsistency or can show that its treatment of the partnership item on its 
return is consistent with a schedule furnished to the partner by the 
Partnership.  Failure to comply with this requirement may result in penalties 
for underpayment of tax and could result in an extended statute of 
limitations.  The statute of limitations for adjustment of tax with respect 
to partnership items will generally be three years from the date of filing 
the partnership return.

Code Section 6662 imposes a penalty for a substantial understatement of 
income tax equal to 20% of the amount of any underpayment attributable to 
that understatement.  "Understatement" is defined as meaning the excess of 
the correct amount of tax required to be shown on the return over the amount 
of tax which is actually shown on the return.  A substantial understatement 
exists for any taxable year if the amount of the "understatement" for the 
taxable year exceeds the greater of (1) 10% of the correct tax, or (2) $5,000 
($10,000, in the case of a corporation other than an S corporation or a 
personal holding company).

EMPLOYEE BENEFIT, RETIREMENT PLANS AND IRA'S

In considering an investment in the Partnership, a fiduciary of an employee 
benefit plan covered by the Employee Retirement Income Security Act of 1974 
("ERISA") (such as, for example, a qualified pension, profit-sharing or stock 
bonus plan, or health and welfare plan), or of an Individual Retirement 
Account ("IRA") (collectively "Qualified Plans"), taking into account the 
facts and circumstances of such Qualified Plan, should consider applicable 
fiduciary standards under ERISA.  The General Partner intends to limit the 
investment in the Partnership by benefit plan investors to less that 25% of 
the total equity invested in the Partnership.  Prospective plan investors 
should consult their own legal and financial advisors regarding these and 
other considerations involved in an investment in the Partnership by a 
particular plan.

ACCORDINGLY, THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR 
HER ATTORNEY AS TO THE PROPRIETY OF SUCH AN INVESTMENT IN LIGHT OF 
CIRCUMSTANCES OF THE PARTICULAR PLAN.

ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF EMPLOYEE BENEFIT PLANS IS NOT A 
REPRESENTATION BY GENERAL PARTNER OR ANY OTHER PARTY THAT THIS INVESTMENT 
MEETS ALL LEGAL REQUIREMENTS OR IS APPROPRIATE WITH RESPECT TO INVESTMENTS BY 
ANY PARTICULAR PLAN.  THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT 
WITH THE ATTORNEY FOR THE PLAN AS TO THE PROPRIETY OF AN INVESTMENT IN THE 
PARTNERSHIP.  

                      THE LIMITED PARTNERSHIP AGREEMENT

This Prospectus contains an explanation of some of the more significant terms 
of the Limited Partnership Agreement, however, prospective investors are 
urged to read the Agreement in its entirety.  See Exhibit "A".  

FORMATION OF THE PARTNERSHIP

The Certificate of Limited Partnership dated January 12, 1998 was filed on 
January 12, 1998, pursuant to the Delaware Uniform Limited Partnership Act.  
The liability of a Limited Partner for the losses, debts and obligations of 
the Partnership is limited to the Limited Partner's Capital Contribution and 
share of any undistributed assets of the Partnership, so long as the Limited 
Partner complies with Article V of the Limited Partnership Agreement.  The 
Limited Partnership Agreement provides that the death, incompetency, 
withdrawal, insolvency, bankruptcy, termination, liquidation, dissolution or 
other legal incapacity of a Limited Partner will not terminate or dissolve 
the Partnership, and that the legal representatives of such Limited Partner 
have no right to become a substituted Limited Partner solely by reason of 
such capacity or to withdraw the Limited Partner's interest except by 
redemption of Units. 

UNITS

The number of Units held by a Partner will determine the Partner's percentage 
interest in the Net Assets of the Partnership, such percentage interest to be 
equal to an amount calculated by dividing the number of Units held by the 
Partner by the aggregate number of outstanding Units of the Partnership, from 
time to time.

                                        55
MANAGEMENT OF PARTNERSHIP AFFAIRS 

Responsibility for managing the Partnership is vested solely in the General 
Partner.  The Limited Partners will not take part in the business or affairs 
of the Partnership nor have any voice in the management or operations of the 
Partnership.  Any material change in the Limited Partnership Agreement or the 
Partnership's structure shall, however, require the prior written approval of 
the Limited Partners who collectively hold a majority of the Units of the 
Partnership; provided, however, the General Partner may change trading 
advisors, change the commodity contracts traded by the Partnership, and 
change the diversification of the Partnership's assets among the various 
types of or in the positions held in commodity contracts without a vote or 
other form of permission from the Limited Partners.  The Limited Partners who 
collectively hold a majority of the Units of the Partnership may, to the 
extent permitted by law, without the concurrence of the General Partner, vote 
to (i) amend any term in the Limited Partnership Agreement and, if necessary, 
the Certificate of Limited Partnership including, but not limited to, the 
right to remove the General Partner and elect a new general partner.  The 
General Partner has no authority to engage in the actual selection or 
frequency of trading.  Trading must be done by independent CTAs selected by 
the General Partner.

ADDITIONAL OFFERINGS

The General Partner may from time to time, in its sole discretion, terminate 
any offering of Units, or register additional Units and/or make additional 
public or private offerings of Units.  No Limited Partner shall have any 
preemptive, preferential or other rights with respect to the issuance or sale 
of any additional Units.  There is no limit upon the amount of contributions 
or the maximum number of Units which may be issued, offered, or sold. 

PARTNERSHIP ACCOUNTING, REPORTS, AND DISTRIBUTIONS

Each Partner will have a Capital account, and its initial balance will be the 
amount the Partner paid for the Partner's Units.  The Net Assets of the 
Partnership will be determined monthly, and any increase or decrease from the 
end of the preceding month will be added to or subtracted from the accounts 
of the Partners in the ratio that each account bears to all accounts.  
Distributions from profits or Capital will be made solely at the discretion 
of the General Partner.  On a monthly basis the General Partner will cause to 
be reported to the Partners, the following information: the Net Asset Value 
Per Unit as of the end of the month and as of the end of the previous month, 
and the percentage change in Net Asset Value per Unit between the two months; 
the amount of distributions during the month; the aggregate fixed commission 
in lieu of round-turn brokerage commissions, other fees, administrative 
expenses, and reserves for claims and other extra-ordinary expenses incurred 
or accrued by the Partnership during the month; and, such other information 
as the CFTC may, by regulation, require.  Partners or their duly authorized 
representatives may, after adequate notice, inspect the Partnership books and 
records at any reasonable time, to copy, at their expense said records 
related to the Capital Account of said Partner. 

FEDERAL TAX ALLOCATIONS

At the end of each fiscal year the Partnership's realized capital gain or 
loss and ordinary income or loss will be allocated among the Partners, after 
having given effect to the fees of the General Partner and the Commodity 
Trading Advisors and each Partner's share of such items are includable in the 
Partner's personal income tax return.

TRANSFER OF UNITS ONLY WITH CONSENT OF THE GENERAL PARTNER

A purchaser is admitted to the Partnership and is registered on the records 
of the Partnership as the owner of those Units.  The registered holder is 
entitled to receive all distributions, allocations of losses and withdrawals 
or reductions of Capital contributions with respect to such Units, and to 
vote on any matters submitted to the Limited Partners for voting.  Units are 
transferable only with the written consent of the General Partner, whose 
consent will be withheld if, among other things, the transfer (i) will 
violate any applicable laws or governmental rules or regulations, including 
without limitation, any applicable Federal or state securities laws and the 
limited partnership laws of the State of Delaware; or (ii) will jeopardize 
the status of or cause a termination of the Partnership for Federal income 
tax purposes or affect characterizations or treatment of income or loss. 

TERMINATION OF THE PARTNERSHIP

The Partnership will terminate at 11:59 p.m. twenty-one years from the date 
of the Partnership Agreement; by election of the General Partner, in its sole 
discretion, to terminate and dissolve the Partnership; the dissolution, 
death, resignation, withdrawal, bankruptcy or insolvency of the General 
Partner, unless the Limited Partners unanimously elect to carry on the 
business and a new general partner has been substituted; upon the occurrence 
of an event specified under the laws of the 

                                        56
State of Delaware as one effecting dissolution; any event which shall make 
unlawful the continued existence of the Partnership; or, upon the unanimous 
vote of the Limited Partners.        

MEETINGS

No regular meetings of the Partnership are required to be held, however, a 
meeting of the Partners for the purpose of acting upon any matter upon which 
the Partners are entitled to vote may be called by the General Partner at any 
time and shall be called by the General Partner, no more than 15 days after 
receipt by the General Partner, either in person or by certified mail, of a 
written request, accompanied by an advance of the costs to send notice of the 
meeting to all Partners, for such a meeting which sets forth the purpose 
thereof, which is signed by one or more of the Partners who collectively own 
10% or more of the then outstanding Units.  

REDEMPTIONS

No Partner may redeem or liquidate any Units until six months after the 
commencement of trading.  Written notice must be received by the General 
Partner no later than 12:00 noon on the tenth calendar day immediately 
preceding the desired effective date of Redemption which must be as of the 
last day of the then current or a future month.  The General Partner intends 
to use its best efforts to make payment of the Redemption request of the 
Partner's pro rata share of the Net Asset Value, as those terms are defined 
in Appendix I, within ten days following the effective date.  However, 
investors should be aware that while the General Partner intends to so honor 
all proper Unit Redemption requests, circumstances existing in the 
Partnership's business at the time of such Redemption request, specifically, 
the lack of sufficient cash or the accrual for contingent claims, may cause 
the General Partner to suspend or delay Redemptions or to only partially 
honor such requests.  A Redemption fee payable to the Partnership of four 
percent (4%) of the value of the Redemption request which is received prior 
to the nineteenth day of the twelfth month after the commencement of trading.  
Thereafter, there will be a reduction in the Redemption fee of one percent 
(1%) for each six (6) months the investment in the Units remained invested in 
the Partnership after the initial six months; i.e., a redemption during the 
next 7 to 12 months will be charged a 3% Redemption fee; 13 to 18 months 2%, 
19 to 24 months 1% and, thereafter, no Redemption fee will be charged.

PLAN OF DISTRIBUTION

The Units are being offered and sold through Futures Investment Company 
("FIC"), 5916 N. 300 West, Fremont, Indiana 46737, an NASD registered broker 
dealer and other broker dealers selected by the General Partner, on a best 
efforts basis.  Ms. Pacult, the sole shareholder, director, and officer of 
the General Partner and her husband, Mr. Michael Pacult, are the sole owners 
of FIC.  They are also associated persons and registered representatives of 
FIC who will earn sales and trailing commissions as a result of the Units 
they sell and service.  A best efforts basis means there is no requirement 
that the General Partner or any broker dealer (sometimes referred to as the 
underwriter) to purchase any unsold Units, and no person or entity, including 
the General Partner and the broker dealer have any obligation, currently or 
are expected at any time in the future, to purchase any unsold Units.  In 
addition, the General Partner may, in its sole discretion, terminate this 
offering of Units at anytime.  There will be a selling commission of six 
percent (6%), subject to waiver at the sole discretion of the General 
Partner, paid to the broker dealers selected, from time to time, to sell 
Units.  FIC, the broker dealer, is an Illinois corporation which was 
incorporated on December 6, 1983.  Its registration as a fully disclosed 
broker dealer with the NASD became effective on July 28, 1997.  The principal 
business functions of the broker dealer are currently the offering and 
trading of securities and commodities as a CFTC registered introducing 
broker.  It is contemplated that the broker dealer will participate in the 
offering of other commodity pools sponsored by the General Partner or other 
persons or entities in competition with the Partnership. 

A minimum of 700 Units (the "Minimum") are currently offered for sale at a 
fixed value of One Thousand Dollars ($1,000) per Unit, which amount was 
arbitrarily established by the General Partner.  The amount was not based on 
expected earnings and does not represent that the Units have or will have a 
market value of or could be resold or redeemed at that price.  When the 
General Partner has received and accepted subscriptions for the Minimum, the 
Partnership will commence trading operations.  The remaining 4,300 Units will 
be offered at a price per Unit equal to the Net Asset Value Per Unit as of 
the close of business on the effective date of such purchase, which will be 
the last business day of the month in which the General Partner accepts a 
duly executed Subscription Agreement and the required applicable Capital 
contribution from the Partner in question.  The General Partner will not 
grant its permission for any subscription documents or payments, once 
accepted, to be withdrawn by a subscriber.  There can be no assurance that 
the Minimum or any additional Units will be sold.  Funds with respect to 
subscriptions received and accepted by the General Partner prior to the sale 
of the Minimum will be deposited and held in a separate escrow account in the 
name of the Partnership at Star 

                                        57
Financial Bank, 2004 N. Wayne St., Angola, IN 46703 (the "Escrow Agent") 
pending the General Partner's receipt and acceptance of subscriptions for at 
least the Minimum.  The Broker Dealer, the Partnership and the Escrow Agent 
have entered an escrow agreement.  The Escrow Agent shall receive a fee for 
its services which will be paid by the General Partner without a right of 
reimbursement from the Partnership.  Units purchased by the General Partner, 
its principals or any Affiliate shall not be counted in determining whether 
the Minimum has been subscribed for and sold.  If subscriptions for at least 
the Minimum are not received and accepted by the General Partner prior to the 
close of one year from the effective date of the Prospectus, this offering 
shall terminate and the Escrow Agent is obligated to return all amounts paid 
by each subscriber, together with the original subscription documents, within 
ten days thereafter, without deduction for fees and costs, together with the 
subscriber's pro rata share of interest earned from their deposit to the 
Escrow Account.  

Upon the sale of the Minimum, the escrowed funds (together with the interest 
earned thereon) will be released for use by the Partnership on the first 
business day after which the Minimum contingency has been satisfied and this 
offering shall continue until the earlier of (i) such time as all of the 
Units offered hereby have been sold, or (ii) such time as the offering is 
terminated by the General Partner, in its sole discretion.  No escrow will be 
utilized in regard to the sale of any Units after the sale of the Minimum.  

SUBSCRIPTION PROCEDURE

In order to purchase Units, an investor must complete and execute a 
Suitability Questionnaire and a Subscription Agreement in the form attached 
hereto as Exhibits "C" and "D", and deliver the executed Subscription 
Documents to the Sales Agent and, if prior to the sale of the Minimum, all 
checks shall be made payable to "Star Financial Bank-Escrow Agent for Atlas 
Futures Fund, LP" to be delivered by the Sales Agent to the Escrow Agent 
within 24 hours after receipt for deposit to the Escrow Account.  After the 
sale of the Minimum and the termination of the Escrow Account, all 
Subscription Documents shall be sent by the Sales Agent to the General 
Partner with a check or money order made payable to "Atlas Futures Fund, 
Limited Partnership" for investment in the Fund effective on the next 
admission date.  Under no circumstances are any sales to be made for cash or 
any checks to be made payable to the General Partner or the Selling Agent or 
any of their registered representatives or affiliates.  The minimum 
subscription per investor is $15,000; provided, however, the General Partner 
may reduce this minimum investment to $5,000 and investors may make 
additional investments above $15,000 in $1,000 increments.  All Units 
subscribed for shall be recorded on the books of the Partnership subject to 
the collection of good funds.  Any Units recorded in favor of a Subscriber 
who has not provided collectible funds (whether in the form of a bad check or 
draft, or otherwise) shall be cancelled.  

All subscriptions for Units are irrevocable by subscribers, subject only to 
possible rights under applicable Federal and state securities laws.  The 
General Partner may reject any subscription, in whole or in part, in its sole 
discretion.  Unless higher amounts are otherwise specified in the 
Subscription Agreement for residents of a particular state, an investor must 
have at least either (i) a minimum net worth (determined exclusive of home, 
home furnishings and automobiles) of $150,000, or (ii) a minimum annual gross 
income of $45,000 and a minimum net worth of $45,000 (once again determined 
exclusive of home, home furnishings and automobiles).  In the case of sales 
to fiduciary accounts, the net worth and income standards may be met by the 
beneficiary, the fiduciary account, or by the donor or grantor who directly 
or indirectly supplies the funds to purchase the Units if the donor or 
grantor is the fiduciary. 

                                 LEGAL MATTERS

LITIGATION AND CLAIMS

There have been no material administrative, civil or criminal actions against 
the General Partner (who is the Commodity Pool Operator), the principal of 
the General Partner, Ms. Pacult, the Commodity Trading Advisors, the 
Introducing Broker, and selling broker or any principal or any Affiliate of 
any of them, pending, on appeal, or concluded, threatened or otherwise known 
to them, within the five (5) years preceding the date of this PPM and there 
have been no such actions against the Futures Commission Merchants, except as 
follows:

On June 30, 1993, the Eastern Regional Business Conduct Committee issued and 
concurrently accepted a full and complete settlement of a two-count complaint 
against Vision and Robert Boshnack.  The complaint alleged two NFA rule 
violations:  lack of supervision of Guaranteed IB's and use of deceptive and 
misleading promotional material.  The matter was completely settled without 
Vision admitting or denying any violation, and without any findings of 
violations.  The 

                                        58
settlement included a monetary penalty of $100,000, undertakings of enhanced 
compliance procedures, and restriction of Mr. Boshnack's activity for a one 
year period.  

On December 31, 1997, the Business Conduct Committee of the NFA issued a two 
count complaint against Vision Limited Partnership.  Count I alleges failure 
to supervise and Count II alleges improper handling of one block order.  
Vision denies the allegations and intends to vigorously defend the matter.

On July 15, 1992, the Chicago Board of Trade ("CBOT") voted to accept an 
offer of settlement by Lind-Waldock concerning alleged violations of CBOT 
Regulations 332.08 and 465.01.  The charges involved Lind-Waldock's alleged 
failure to submit executed orders for clearing and to include an account 
designation on an order.  In settling this matter for a fine of $7,500, Lind-
Waldock neither admitted nor denied violating the CBOT Regulations.

There is currently no litigation pending or on appeal which, if successfully 
pursued by a plaintiff or appellant would have a material effect on the 
ability of either FCM to serve the Fund.

LEGAL OPINION

The Scott Law Firm, P.A., 5121 Sarazen Drive, Hollywood, FL 33021, serves as 
special counsel to the Partnership and the General Partner in regard to the 
offering of Units and the preparation of this Prospectus, the legality of the 
Units offered, and the classification of the Partnership as a partnership for 
tax purposes.  In addition, the Firm will advise the Partnership and its 
General Partner, from time to time, in regard to the maintenance of the tax 
status of the Partnership and the legality of subsequent offers, if any, of 
sale of Units to and transfers by investors.  The General Partner has granted 
the right to The Scott Law Firm, P.A. to employ other law firms to assist in 
specific matters which may now, or in the future, relate to the sale of Units 
or the operation of the Partnership.

The Scott Law Firm, P.A. will not provide legal advice to any potential 
investors or any Partners other than the General Partner, in regard to this 
offering or any other matter.  All parties other than the General Partner 
should seek investment, legal, and tax advice from counsel of their choice.  

                                    EXPERTS

The financial Statements of the Partnership and the General Partner included 
in this Prospectus have been audited by Frank L. Sassetti, & Co., 6611 West 
North Avenue, Oak Park, IL 60302, as indicated in their reports included with 
each such statement.  Such financial statements have been included herein and 
in any filings to the SEC, CFTC, NFA, and selected state administrators, 
relying upon the authority of Frank L. Sassetti, & Co., as experts in 
accounting and auditing, in giving said respective reports.  The books and 
records of the partnership and the General Partner will be audited and the 
Partnership tax returns will be prepared by Frank L. Sassetti, & Co.  The 
accountant who will establish the original books and records for the 
Partnership and handle the journal entries, prepare the monthly and annual 
statements of account and financial statements, and prepare the Partnership 
K-1s, once trading commences, will be Mr. James Hepner, certified public 
accountant, 1824 N. Normandy, Chicago, IL 60635.  The General Partner will 
serve as tax partner for the Partnership.  The General Partner is required by 
CFTC rules and regulations to send monthly, unaudited, and annual statements 
of account and financial statements, audited by an independent certified 
public accountant, for the Partnership to each Partner.  The unaudited 
monthly statements will be sent as soon as practicable after the end of each 
month and the audited annual financial statements will be sent within 90 days 
after the end of each calendar year.

                           ADDITIONAL INFORMATION

The Partnership, by its General Partner, has filed a Registration Statement 
on Form S-1 with the Securities and Exchange Commission with respect to the 
issuance and sale of the limited partnership interests (the "Units") under 
the Securities Act of 1933.  This Prospectus does not contain all of the 
information set forth in the Form S-1 filing and reference is made to said 
Form S-1 and the Exhibits thereto (for example, the Selling Agreement, the 
Escrow Agreement, and the Customer Agreement).  The description contained in 
this Prospectus to the exhibits to the Registration Statement are summaries.  
For further information regarding the Partnership and the Units offered, the 
Prospectus, including the Exhibits and other documents filed and periodic 
reports, may be inspected, without charge, and copied at the public reference 
facilities of the Securities and Exchange Commission at 450 Fifth Street, NW, 
Washington, D.C. 20549 and at its Northeast Regional Office, 7 World Trade 
Center, Suite 1300, New York, New York 10048; and Midwest Regional Office, 
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 
and copies of all or any part of this filing can be obtained by 

                                        59
mail from the Securities and Exchange Commission, at such offices, upon 
payment of the prescribed rates.  This document and other electronic filings 
made through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) 
system are publicly available through the Commission's Web site 
(http://www.sec.gov).

In addition, the books and records for the Partnership will be maintained for 
six years at 5916 N. 300 West, Fremont, Indiana 46737 with a duplicate set 
maintained at the offices of Mr. James Hepner, Certified Public Accountant, 
at 1824 N. Normandy, Chicago, IL 60635, (773) 804-0074.  Prospective 
investors are invited to review any materials available to the General 
Partner relating to the Partnership; the operations of the Partnership; this 
offering; the commodity experience and trading history of the CTAs; the 
General Partner and the commodity brokers and their respective officers, 
directors and affiliates; the advisory agreements between the Partnership and 
the CTAs; the Customer Agreements between the Partnership and the Commodity 
Brokers for the Partnership; the Disclosure Documents of the CTAs; the forms 
filed with the NFA for any registered entity or person related to the 
Partnership; and any other matters relating to this offering, the operation 
of the Partnership, or the laws applicable to the offering or the 
Partnership.  The officer and staff of the General Partner will answer all 
reasonable inquiries from prospective investors relating thereto.  All such 
materials will be made available at any mutually convenient location at any 
reasonable hour after reasonable prior notice.  The General Partner will 
afford prospective investors the opportunity to obtain any additional 
information necessary to verify the accuracy of any representations or 
information set forth in this Prospectus or any exhibits attached hereto to 
the extent that the Partnership or the General Partner possess such 
information or can acquire it without unreasonable effort or expense.  Such 
review is limited only by the proprietary and confidential nature of the 
trading systems to be utilized by the CTAs and by the confidentiality of 
certain personal information relating to investors.

         [The balance of this page has been intentionally left blank]

                                        60
******************************************************************************

                        ASHLEY CAPITAL MANAGEMENT, INC.

                                 BALANCE SHEET

                                April 30, 1998
                           (unaudited - estimated)

                                    ASSETS

                                        April 30,
                                           1998

CURRENT ASSETS
  Cash                                  $  4,000
  Due from Atlas Futures Fund (Note 2)    52,000
  Investments (Note 3)                     1,000
                                        --------

                                        $ 57,000

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES
  Current Liabilities
    Advances from Futures Investment
     Co.  (Note 2)                      $ 5,000
    Advances from stockholder  (Note 2) ________

    Total Current Liabilities            51,000

  Long-Term Debt  (Note 4)              ________

  Stockholder's Equity
    Capital stock (common 1,500 shares
     authorized, no par value; 1,000
     issued and outstanding)              1,000
    Accumulated deficit               _________
    Total Stockholder's Equity            1,000 
                                        $57,000 

                Purchases of units in the partnership will not
                   acquire or otherwise have any interest
                              in this Company.

                 The accompanying notes are an integral part
                        of the financial statements

                                      1
ASHLEY CAPITAL MANAGEMENT, INC.

                   STATEMENT OF INCOME AND RETAINED EARNINGS

                      FOR THE PERIOD ENDED APRIL 30, 1998

                           (unaudited - estimated)

                                     April 30,  
                                        1998
                                    -----------

REVENUES                              $________

EXPENSES (Note 4)
  Registration and dues                        
  Professional accounting, legal and
   audit fees 
  Licenses and fees                    -------- 
    Total Expenses                       

NET INCOME (LOSS)                       (     )

ACCUMULATED DEFICIT
  Beginning of period                   (     )

  End of period                        $(     )

                Purchases of units in the partnership will not
                   acquire or otherwise have any interest
                              in this Company.

                 The accompanying notes are an integral part
                        of the financial statements

                                      2
ASHLEY CAPITAL MANAGEMENT, INC.

                            STATEMENT OF CASH FLOWS

                      FOR THE PERIOD ENDED APRIL 30, 1998

                           (unaudited - estimated)

                                           April 30,
                                             1998   
                                          -----------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                        $ (      )

CASH FLOWS FROM INVESTING ACTIVITIES
  (Increase) in due from Atlas Futures Fund  (      )
  Purchase of investment interest in
   limited partnership                      ________

         Net Cash (Used In)
          Investing Activities               (      )

CASH FLOWS FROM FINANCING ACTIVITIES
  (Decrease) increase in advances
   from stockholder                                 
  Loan proceeds from stockholder            ________

         Net Cash Provided by
          Financing Activities              ________

NET INCREASE (DECREASE) IN CASH            (        )

CASH -
  Beginning of period                        
  End of period                             

                Purchases of units in the partnership will not
                   acquire or otherwise have any interest
                              in this Company.

                 The accompanying notes are an integral part
                        of the financial statements

                                      3
ASHLEY CAPITAL MANAGEMENT, INC.

                         NOTES TO FINANCIAL STATEMENTS

                      FOR THE PERIOD ENDED APRIL 30, 1998

                           (unaudited - estimated)

1.	STATEMENT OF CASH FLOWS

2.	CORPORATE AFFILIATION

The Company's sole shareholder is also a joint owner of Futures Investment 
Company.  In addition, the Company is the general partner of Atlas Futures 
Fund, Limited Partnership.

Also, the Company, in its capacity as general partner, has guaranteed payment 
of the offering expenses and organization costs of Atlas Futures Fund which 
are expected to total $52,000 on the date of the closing. 

3.	INVESTMENTS

In April of 1998, the Company purchased an interest as the general partner in 
Atlas Futures Fund, a limited partnership with an initial investment of $1,000.
As of the balance sheet date, the partnership has not begun operations.

4.	LONG-TERM DEBT

The Company and its sole shareholder entered into a subordinated loan 
agreement dated October 24, 1996, whereby the Company can borrow up to 
$500,000 from the shareholder.  The loan agreement bears interest at the rate
of 12% per annum and is payable on or before February 1, 2019.  The Company
has not borrowed against this commitment.  

                                      4
******************************************************************************
                    Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                               BALANCE SHEET

                               April 30, 1998
                          (unaudited - estimated)

                                   ASSETS

                                                                 4-30-98

      Cash      (Note 7)                                       $ 2,000.00
      Offering Expenses    (Note 1)                
      Organization Costs       (Note 1)                        __________ 

            Total Assets                                       $_________

                      LIABILITIES AND PARTNERS' EQUITY
Liabilities:
      Due to General Partner                                   $_________

Partners' Capital :
      Limited Partners - (1 Unit)
            Initial capital contribution                         1,000.00
            Deficit accumulated during development stage        (        )

      General Partner - (1 Unit)
            Initial capital contribution                         1,000.00
            Deficit accumulated during development stage        (________)

            Total Partners' Capital                             _________

            Total Liabilities And Partners' Capital            $_________

     The accompanying notes are an integral part of the financial statements.

                                     1
Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                          STATEMENT OF OPERATIONS

                               April 30, 1998
                          (unaudited - estimated)

                                                 4-30-98

        REVENUES                               $__________

                Total Revenues                  __________

        EXPENSES
                Bank charges                    __________

                        Total Expenses          __________

        NET INCOME (LOSS)                      $__________
        NET INCOME (LOSS) -
                Limited partnership unit       $(_________)
                General partnership unit       $(_________)

    The accompanying notes are an integral part of the financial statements.

                                     3
Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                        STATEMENT OF PARTNERS' EQUITY

                               April 30, 1998
                          (unaudited - estimated)
Amount        Units   Amount       Units   Amount       Units
Initial Partner Contrib.          $ 1,000.00    1       $ 1,000.00   1       $ 2,000.00   2

Net loss - 1998                    (________)            (________)           (________)

Balance - 4-30-98                 $ ________            $ ________           $ ________

Value per unit at 4-30-98                                                    $ 1,000        
Total partnership units at 4-30-98                                                        2
The accompanying notes are an integral part of the financial statements.

                                     4
Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)

1.      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

            Atlas Futures Fund, Limited Partnership (the 
Fund) was formed January 12, 1998.  The Fund is engaged in 
speculative trading of futures contracts in commodities.  Ashley 
Capital Management, Inc. is the General Partner and the commodity 
pool operator (CPO) of Atlas Futures Fund, Limited Partnership.  The 
commodity trading advisors (CTAs) are Michael J. Frischmeyer, 
Commoditech, Inc., Rosenbery Capital Management, Inc., J.A.H. 
Research and Trading, and C&M Traders, inc., who have the authority 
to trade so much of the Fund's equity as is allocated to them by the 
General Partner.

      Income Taxes  -  In accordance with the generally accepted method of 
presenting partnership financial statements, the financial 
statements do not include assets and liabilities of the partners, 
including their obligation for income taxes on their distributive 
shares of the net income of the Fund or their rights to refunds on 
its net loss. 

      Offering Expenses and Organizational Costs  -  Offering Expenses are 
to be reimbursed to the General Partner upon the initial closing.  
Organizational costs are capitalized and amortized over sixty months 
on a straight line method starting when operations begin, payable 
from profits or capital subject to a 2% annual capital limitation.

      Registration Costs  -  Costs incurred for the initial registration 
with the Securities and Exchange Commission, National Association of 
Securities Dealers, Inc., Commodity Futures Trading Commission, 
National Futures Association (the "NFA") and the states where the 
offering was made are accumulated, deferred and charged against the 
gross proceeds of offering at the initial closing as part of the 
Offering Expenses.  Recurring registration costs, if any, will be 
charged to expense as incurred.

      Revenue Recognition  -  Commodity futures contracts are recorded on 
the trade date and are reflected in the accompanying Balance Sheet 
at the difference between the original contract amount and the 
market value on the last business day of the reporting period.

            Market value of commodity futures contracts is 
based upon exchange or other applicable market best available 
closing quotations.

                                     5
Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      Use of Accounting Estimates - The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and disclosure of contingent assets and 
liabilities at the date of the financial statements and reported amounts of 
revenues and expenses during the reporting period.  Actual results could 
differ from these estimates.

      Statement of Cash Flows - For purposes of the Statement of Cash Flows, 
the Fund considers only cash and money market funds to be cash equivalents.

2.      GENERAL PARTNER DUTIES

            The responsibilities of the General Partner, in 
addition to directing the trading and investment activity of the Fund, 
include executing and filing all necessary legal documents, statements and 
certificates of the Fund, retaining independent public accountants to audit 
the Fund, employing attorneys to represent the Fund, reviewing the 
brokerage commission rates to determine reasonableness, maintaining the tax 
status of the Fund as a limited partnership, maintaining a current list of 
the names, addresses and numbers of units owned by each Limited Partner and 
taking such other actions as deemed necessary or desirable to manage the 
business of the Partnership.

3.      THE LIMITED PARTNERSHIP AGREEMENT

            The Limited Partnership Agreement provides, among other 
things, that -

      Capital Account - A capital account shall be established for each 
partner. The initial balance of each partner's capital account shall be the 
amount of the initial contributions to the partnership.

                                     6
Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)

3.      THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

      Monthly Allocations - Any increase or decrease in the Partnership's net 
asset value as of the end of a month shall be credited or charged to the 
capital account of each Partner in the ratio that the balance of each 
account bears to the total balance of all accounts.

            Any distribution from profits or partners' capital will 
be made solely at the discretion of the General Partner.

      Allocation of Profit and Loss for Federal Income Tax Purposes - As of the 
end of each fiscal year, the Partnership's realized capital gain or loss 
and ordinary income or loss shall be allocated among the Partners, after 
having given effect to the fees of the General partner and the Commodity 
Trading Advisors and each Partner's share of such items are includable in 
the Partner's personal income tax return.

      Redemption - No partner may redeem or liquidate any Units until after the 
lapse of six months from the date of the investment.   Thereafter, a 
Limited Partner may withdraw, subject to certain restrictions, any part or 
all of his Units from the Partnership at the Net Asset Value per Unit on 
the last day of any month on ten days prior written request to the General 
Partner.  A redemption fee payable to the Partnership of a percentage of 
the value of the redemption request is charged during the first 24 months 
of investment pursuant to the following schedule:

           *      4% if such request is received  ten days prior to the last 
trading day of the month in which the redemption is to be  
effective the sixth month after the date of the investment in 
the Fund.  

           *      3% if such request is received during the next seven to 
twelve months after the investment.  

           *      2% if such request is received during the next thirteen to 
eighteen months.

           *      1% if such request is received during the next nineteen to 
twenty-four months.

           *      0%,  thereafter.

                                     7
Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)

4.      FEES

                        The Fund will be charged the following fees on a 
monthly basis as of the commencement of trading.

           *      A management fee of 3% (annual rate) of the Fund's net assets
allocated to the CTAs to trade will be paid to the CTAs and 3% 
of equity to the Fund's General Partner.

           *      An incentive fee of 15% of "new trading profits" will be paid
to the CTAs.  "New trading profits" includes all income earned 
by a CTA and expense allocated to his activity.  In the event 
that trading produces a loss, no incentive fees will be paid 
and all losses will be carried over to the following months 
until profits from trading exceed the loss.

           *      The Fund will pay fixed commissions of 9% (annual rate) of 
assets assigned to be traded, payable monthly, to the 
Introducing Broker affiliated with the General Partner.  The 
Affiliated Introducing Broker will pay the costs to clear the 
trades to the futures commission merchant and all PIT 
Brokerage costs which shall include the NFA and exchange fees.

5.      REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS

                        The Fund is investing in certain foreign currency 
futures contracts.  The difference in the exchange rates from the trade 
date to the end of the fiscal year is being recorded as a realized gain or 
loss on exchange rate fluctuation.  The valuations are at published or best 
available contract market prices as of the close on the last trading day of 
the period.

6.      PLEDGED ASSETS

                        The U. S. Treasury Obligations and cash in trading 
accounts are pledged as collateral for commodities trading on margin.

                                     8
Atlas Futures Fund, Ltd. Partnership
                      (A Delaware Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS

                               April 30, 1998
                          (unaudited - estimated)

7.      CONCENTRATIONS OF CREDIT RISK

                        The Fund maintains a substantial  portion of its cash 
balances with Vision Limited Partnership, the futures commission merchant, 
where the commodity trading advisor places trades pursuant to the terms of 
the account documents and the power of attorney granted to the commodity 
trading advisor.  These balances may, at times, exceed federally insured 
credit limits and also be subject to unilateral retention by the futures 
commission merchant in the event of a dispute.

8.      OFF BALANCE SHEET RISK

                        As discussed in Note 1, the Fund is engaged in the 
speculative trading of futures and option contracts on commodities.  The 
carrying amounts of the Fund's financial instruments and commodity 
contracts generally approximate their fair values at the end of the 
reporting period.  The Fund computes the gross contract values on open 
commodity contracts as of December 31 of each year for inclusion in the 
annual audited reports.

                        Although the gross contract values of open commodity 
contracts represent market risk, they do not represent exposure to credit 
risk, which is limited to the current cost of replacing those contracts in 
a gain position.  The Fund also computes unrealized gain on open commodity 
future contracts as of December 31 each year.

                                     9
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                                   APPENDIX I
                       COMMODITY TERMS AND DEFINITIONS

Identification of the parties and knowledge of various terms and concepts 
relating to trading in futures and forward contracts and this offering are 
necessary for a potential investor to identify the risks of investment in the 
Fund.

"1256 Contract".  See "Taxation - Section 1256 Contract".

"Additional Sellers".  See definition of "Selling Agent".

"Affiliated IB".  The IB is Affiliated with the principal of the General 
Partner.  The IB has no affiliation with the Partnership.  Also see 
definition of "IB".

"Associated Persons".  The persons registered pursuant to the Commodity 
Exchange Act with the FCM, the Selling Agent, Additional Sellers, or the IB 
who are eligible to service the Partnership, the Partners and to receive 
Trailing Commissions.

"Average Price System".  The method approved by the CFTC to permit the CTA to 
place positions sold or purchased in a block to the numerous accounts managed 
by the CTA.  See "The Commodity Trading Advisors" in the main body of the 
Prospectus.  

"Best Efforts".  The term to describe that the party is liable only in the 
event they intentionally fail or are grossly negligent in the performance of 
the task described.

"Capital" means cash invested in the Partnership by any Partner and placed at 
risk for the business of the Partnership.

"CFTC".  Commodity Futures Trading Commission, 2033 K Street, Washington, 
D.C., 20581.  An independent regulatory commission of the United States 
government empowered to regulate commodity futures transactions under the 
Commodity Exchange Act.

"Commodity".  Goods, wares, merchandise, produce, currencies, and stock 
indices and in general everything that is bought and sold in commerce.  
Traded commodities on U. S. Exchanges are sold according to uniform 
established grade standards, in convenient predetermined lots and quantities 
such as bushels, pounds or bales, are fungible and, with a few exceptions, 
are storable over periods of time.

"Commodity Broker".  See definitions of "Futures Commission Merchant" and 
"IB".

"Commodity Exchange Act".  The statute providing the regulatory scheme for 
trading in commodity futures and options contracts in the United States under 
the administration of the Commodity Futures Trading Commission which will 
provide the opportunity for reparations and other redress for claims.  

"Commodity Pool Operator" or "CPO".  Ashley Capital Management, Inc., c/o 
Corporate Systems, Inc., 101 N. Fairfield Dr., Dover, DE 19901.  A person 
that raises capital through the sale of interests in an investment trust, 
partnership, corporation, syndicate or similar form of enterprise, and uses 
that capital to invest either entirely or partially in futures contracts.

"Commodity Trading Advisors" or "CTAs".  Michael Frischmeyer, 1422 Central 
Avenue, Fort Dodge, IA. 50501; Commoditech, Inc., 4299 Rock Island Road, 
Arnold, MO 63010; Rosenbery Capital Management, Inc., 5445 N. Sheridan Rd., 
Suite 2706, Chicago, IL 60640; J.A.H. Research and Trading, 10561 Ridgewood 
Drive, Palos Park, Illinois 60464; and, C&M Traders, Inc., 1001 Yamato Road, 
Suite 307, Boca Raton, Florida 33487.  A person or entity which renders 
advice about commodities or about the trading of commodities, as part of a 
regular business, for profit.  Particularly, those who will be responsible 
for the analysis and placement of trades for the Partnership.

"Daily Price Limit".  The maximum permitted movement in a single direction 
(imposed by an exchange and approved- by the CFTC) in the price of a 
commodity futures contract for a given commodity that can occur on a 
commodity exchange on a given day in relation to the previous day's 
settlement price, which is subject to change, from time to time, by the 
exchange (with CFTC approval).

                                        1
"Escrow Agent" and "Escrow Account".  Star Financial Bank, 2004 N. Wayne St., 
Angola, IN 46703 which was selected by the General Partner and the account 
which will hold all the subscription documents and proceeds until such time 
as either the Minimum is sold or the offering is terminated prior to the sale 
of such Minimum.

"Exchange for Physicals" ("EFP").  EFP is a practice whereby positions in 
certain futures contracts may be initiated or liquidated by first executing 
the transaction in the appropriate cash market and then arbitraging the 
position into the futures market (simultaneously buying the cash position and 
selling the futures position, or vice versa).

"Form K-1".  The section of the Federal Income Tax Return filed by the 
Partnership which identifies the amount of investment in the Partnership, the 
gains and losses for the tax year, and the amount of such gains and losses 
reportable by a Partner on the Partner's tax return.

"Fully-Committed Position".  Each commodity trading advisor has an objective 
percentage of equity to be placed at risk.  In addition, the CFTC places 
limits upon the number of positions a single commodity trading advisor may 
have in certain commodities.  When either the objective percentage of equity 
is placed at risk or the commodity trading advisor reaches the limit in 
number of positions, the account or accounts have a fully-committed position.

"Futures Commission Merchant" or "FCM".  The Vision Limited Partnership, One 
Whitehall Street, 15th floor, New York, New York, 10004.  The person that 
solicits or accepts orders for the purchase or sale of any commodity for 
future delivery subject to the rules of any contract market and in connection 
with such solicitation or acceptance of orders, accepts money or other assets 
to margin, guarantee, or secure any trades or contracts that result from such 
orders for a commission.  The IB will be responsible for the negotiation and 
payment of the commission to the FCM. 

"Futures Contract".  A contract providing for (i) the delivery or receipt at 
a future date of a specified amount and grade of a traded Commodity at a 
specified price and delivery point, or (ii) cash settlement of the change in 
the value of the contract.  The terms of these contracts are standardized for 
each Commodity traded on each exchange and vary only with respect to price 
and delivery months.  A futures contract should be distinguished from the 
actual physical commodity, which is termed a "cash commodity".  Trading in 
futures contracts involves trading in contracts for future delivery of 
Commodities and not the buying and selling of particular physical lots of 
Commodities.  A contract to buy or sell may be satisfied either by making or 
taking delivery of the commodity and payment or acceptance of the entire 
purchase price therefor, or by offsetting the contractual obligation with a 
countervailing contract on the same exchange prior to delivery.

"Futures Investment Company".  The selling agent (the "Selling Agent") and 
introducing broker (the "IB"), 5916 N. 300 West, Fremont, IN 46737 which will 
introduce the trades to the FCM for a fixed commission of 9% of equity on 
deposit at the FCM allocated by the General Partner to trade.  The principal 
of the General Partner, Ms. Shira Del Pacult is also one of the principals of 
the IB, with her husband. 

"General Partner".  Ashley Capital Management, Inc., c/o Corporate Systems, 
Inc., 101 N. Fairfield Dr., Dover, DE 19901.  The manager of the Fund.

"Gross Profits".  The income or loss from all sources, including interest 
income and profit and loss from non-trading activities, if any.

"Initial Closing".  When the Minimum offering amount has been raised and 
Escrow funds are released to the Partnership for commencement of trading.

"IB" or "Introducing Broker".  The introducing broker, Futures Investment 
Company, 5916 N. 300 West, Fremont, IN 46737, which will introduce the trades 
to the FCM for a fixed commission of 9% of equity on deposit at the FCM 
allocated by the General Partner to trade.  The principal of the General 
Partner, Ms. Shira Del Pacult is also one of the principals of the IB, with 
her husband. 

"Introduction of Trades".  The term used to describe the function performed 
by the broker which handles the relationship between the Partnership and the 
Futures Commission Merchant.  See the definition of IB.

"Limited Partner".  Persons admitted without management authority pursuant to 
the Partnership Agreement. 

                                        2
"Margin".  A good faith deposit with a broker to assure fulfillment of the 
terms of a Futures Contract.

"Margin call".  A demand for additional monies to hold positions taken to 
maintain a customer's account in compliance with the requirements of a 
particular commodity exchange or of an FCM.  

"Minimum-Maximum Offering".  The amount required to be invested before 
trading will commence, $700,000 and the amount which will terminate this 
offering, $5,000,000.

"NASD".  National Association of Security Dealers, Inc., the self regulatory 
organization responsible for the legal and fair operation of broker dealers 
such as the Selling Agent.

"Net Assets".  The total assets of the Partnership including all cash, plus 
Treasury Bills and other similar securities at market, unamortized portion of 
organization costs, accrued interest, and the market value of all open 
commodity positions maintained by the Partnership, less the fixed rate in 
lieu of the brokerage commission, less all other liabilities of the 
Partnership, determined in accordance with generally accepted accounting 
principles. 

"Net Asset Value Per Unit".  The Net Assets of the Partnership divided by the 
number of Units outstanding.

"Net Gains".  The net profit from all sources.

"New Net Profit".  The profit in excess of the highest prior level of equity, 
before charges and fees, earned by a commodity trading advisor.  See 
"Description of Charges" and the "Limited Partnership Agreement".  

"Net Worth".  The excess of total assets over total liabilities as determined 
by generally accepted accounting principles.  Net Worth for a prospective 
investor shall be exclusive of home, home furnishings and automobiles.

"Offering Expenses".  The Partnership will reimburse the General Partner for 
offering expenses, estimated to be $47,000, from the gross proceeds of the 
offering at the time of the break of Escrow for the Initial Closing.  For 
purposes of limitation, the total Expenses, including the 6% sales 
commissions, can not exceed 15% of Capital raised pursuant to the Offering.  
Specifically, these expenses include SEC Registration Fee $1,724, NASD Filing 
Fee $1,000, Legal Fees $33,700, Accounting $1,500, Blue Sky Expenses $3,000, 
Printing $3,000, Miscellaneous $2,076 and Escrow Fees $1,000.  Additionally, 
there are $5,000 in Organizational Expenses which will be paid to the General 
Partner, amortized on a straight line method over 60 months.

"Organizational Expenses".  The General Partner will be reimbursed for 
certain Organizational Expense in the amount of $5,000, to be amortized on a 
straight line method over the first 60 months of Partnership operation.  
Specifically, these include $500 in accounting fees, and $4500 in legal fees.

"Option Contract".  An option contract gives the purchaser the right (as 
opposed to the obligation) to acquire (call) or sell (put) a given quantity 
of a commodity or a futures contract for a specified period of time at a 
specified price to the seller of the option contract.  The seller has 
unlimited risk of loss while the loss to a buyer of an option is limited to 
the amount paid ("premium") for the option.

"Partners".  The General Partner, all other general partners, and all Limited 
Partners in the Partnership.

"Partnership" or ``Limited Partnership" or "Commodity Pool" or "Pool" or 
"Fund".  The Atlas Futures Fund Limited Partnership, evidenced by Exhibit A 
to this Prospectus, 5916 N. 300 West, Fremont, IN (219) 833-1306.

"Position Limits".  The CFTC has established maximum positions which can be 
taken in some, but not in all commodity markets, to prevent the corner or 
control of the price or supply of those commodities.  These maximum number of 
positions are called Position Limits.

"Principal".  Ms. Shira Del Pacult, the principal of the General Partner (who 
is also a principal of the IB).

"Round-turn Trade".  The initial purchase or sale of a futures or forward 
contract and the subsequent offsetting sale or purchase of such contract.

                                        3
"Redemption".  The right of a Partner to tender the Units to the Partnership 
for surrender at the Net Unit Value, subject to certain conditions.  See the 
Limited Partnership Agreement attached as Exhibit A to the Prospectus. 

"Selling Agent".  The NASD member broker dealer, Futures Investment Company, 
5916 N. 300 West, Fremont, IN 46737, selected by the General Partner to offer 
the Units for sale.  The General Partner and the Selling Agent may select 
Additional Selling Agents to also offer Units for sale.  See Plan of 
Distribution in the Prospectus.

 "Scale in Positions".  The CTA selected by the General Partner presently has 
a large amount of equity under management.  In some situations, the positions 
desired to be taken on behalf of the Partnership and other accounts under 
management will be too large too be executed at one time.  The CTA intends to 
take positions at different prices, at different times and allocate those 
positions on a ratable basis in accordance with rules established by the 
CFTC.  This procedure is defined as to "Scale in Positions".  The same 
definition and rules apply when the CTA elects to exit a position.

Taxation - "Section 1256 Contract" is defined to mean:  (1) any regulated 
futures contract ("RFC"); (2) any foreign currency contract; (3) any non-
equity option; and (4) any dealer equity option.  

The term RFC means a futures contract whether it is traded on or subject to 
the rules of a national securities exchange which is registered with the SEC, 
a domestic board of trade designated as a contract market by the CFTC or any 
other board of trade, exchange or other market designated by the Secretary of 
Treasury ("a qualified board of exchange") and which is "market-to-market" to 
determine the amount of margin which must be deposited or may be withdrawn.  
A "foreign currency contract" is a contract which requires delivery of, or 
the settlement of, which depends upon the value of foreign currency which is 
currency in which positions are also entered at arm's length at a price 
determined by reference to the price in the interbank market. (The Secretary 
of Treasury is authorized to issue regulations excluding certain currency 
forward contracts from marked-to-market treatment.) A "non-equity option" 
means an option which is treated on a qualified board or exchange and the 
value of which is not determined directly or indirectly by reference to any 
stock (or group of stocks) or stock index unless there is in effect a 
designation by the CFTC of a contract market for a contract bond or such 
group of stocks or stock index.  A "dealer equity option" means, with respect 
to an options dealer, only a listed option which is an equity option, is 
purchased or granted by such options dealer in the normal course of his 
activity of dealing in options, and is listed on the qualified board or 
exchange on which such options dealer is registered.

With certain exceptions discussed below, the following rules apply to Section 
1256 contracts.  All Section 1256 contracts will be market-to-market upon the 
closing of every contract (including closing by taking an offsetting position 
or by making or taking delivery, by exercise or being exercised, by 
assignment or being assigned or by lapse or otherwise) and all open Section 
1256 contracts held by the Partnership at its fiscal year-end will be treated 
as sold for their fair market value on the last business day of such taxable 
year.  This will result in all unrealized gains and losses being recognized 
for Federal income tax purposes for the taxable year.  As a consequence, the 
Partners may have tax liability relating to unrealized Partnership profits in 
open positions at year-end.  Sixty percent of any gain or loss from a Section 
1256 contract will be treated as long-term, and 40% as short-term, capital 
gain or loss (the "60/40 Rule"), regardless of the actual holding period of 
the individual contracts.  The character of a Partner's distributive share of 
profits or losses of the Partnership from Section 1256 contracts will thus be 
60% long-term capital gain or loss and 40% short-term capital gain or loss.  
Each partner's distributive share of such gain or loss for a taxable year 
will be combined with its other items of capital gain or loss for such year 
in computing its Federal income tax liability.  The Code contains certain 
rules designed to eliminate the tax benefits flowing to high-income taxpayers 
from the graduated tax rate schedule and from the personal and dependency 
exemptions.  The effect of these rules is to tax a portion of a high-income 
taxpayer's income at a marginal tax rate of 39.6%.  However, long-term 
capital gains are now subject to a maximum tax rate of 28%.

Subject to certain limitations, a Limited Partner, other than a corporation, 
estate or trust, may elect to carryback any net Section 1256 contract losses 
to each of the three preceding years.  Net Section 1256 contract losses 
carried back to prior years may only be used to offset net Section 1256 
contract gains, but not against other income.  The net loss from Section 1256 
contracts will be treated as 60% long-term capital loss and 40% short- term 
capital loss.  To the extent that such losses are not depleted by the 
carryback, they can be carried forward under the existing capital loss carry 
forward rules and will be treated as 60% long-term capital losses and 40% 
short-term capital losses.

During taxable years in which little or no profit is generated from trading 
activities, a Limited Partner will, none-the-less, still have interest 
income. 

                                        4
The marked-to-market rules do not apply to interests in personal property of 
a nature which are actively traded other than Section 1256 contracts (termed 
"off-exchange positions").  The gains and losses from off-exchange positions 
will not be subject to the 60/40 Rule, but will be treated in accordance with 
the general holding period rules and taxed at the same rates as ordinary 
income, on a dollar for dollar basis.  Capital gain or loss with respect to 
property other than Section 1256 contracts generally will be long-term only 
if such contracts have been held for more than one year.  See "Federal Income 
Tax Aspects".

"Trailing Commissions".  The share of the fixed commissions to be paid to the 
individual associated persons who work for the NASD member broker dealers or 
the IB who have either sold the Units to the Partners or are providing 
services to the General Partner or the other Partners.

"Taking Positions Ahead of the Partnership".  The allocation of trades by 
other than legally accepted methods by the CTA or other trader which favors 
parties who took the position unfairly.  

"Trading Matrix".  The dollar value used by a commodity trading advisor to 
define the number of positions to be taken by the accounts under management.  
For example, each $40,000 in every account is traded the same by Mr. 
Frischmeyer.  This is his trading matrix.  Some other commodity trading 
advisors have a different trading matrix for different sized accounts.  For 
example, they may trade all accounts over one million in size differently 
than accounts under one million. 

"Unit".  The term used to describe the ownership of both the General and 
Limited Partner interests in the Partnership.  

"Unrealized Profit Or Loss".  The profit or loss which would be realized on 
an open position if it were closed at the current settlement price or the 
most recent appropriate quotation as supplied by the broker or bank through 
which the transaction is effected.

"Underwriter".  See Selling Agent.

          [The balance of this page has been intentionally left blank]

                                        5
STATE REGULATORY GLOSSARY

The following definitions are supplied by the state securities administrators 
responsible for the review of public futures fund ("commodity pool") 
offerings made to residents of their respective states.  They belong to the 
North American Securities Administrators Association, Inc. which publish 
"Guidelines for the Registration of Commodity Pool Programs", such as the 
Fund, which contain these definitions.  The following definitions are 
published from the Guidelines, however, the General Partner has made 
additions to, but no deletions from, some of these definitions to make them 
more relevant to an investment in the Fund.

Administrator-The official or agency administering the security laws of a 
state.  This will usually be the State of residence of the Fund or the 
domicile of the Broker or Brokerage Firm which makes the offer or the 
residence of the potential investor.  

Advisor-Any person who, for any consideration, engages in the business of 
advising others, either directly or indirectly, as to the value, purchase, or 
sale of commodity contracts or commodity options.  This definition applies to 
the CTAs and, when it provides such advice, to the General Partner. 

Affiliate-An Affiliate of a Person means: (a) any Person directly or 
indirectly owning, controlling or holding with power to vote 10% or more of 
the outstanding voting securities of such Person; (b) any Person 10% or more 
of whose outstanding voting securities are directly or indirectly owned, 
controlled or held with power to vote, by such Person; (c) any Person, 
directly or indirectly, controlling, controlled by, or under common control 
of such Person; (d) any officer, director or partner of such Person; or (e) 
if such Person is an officer, director or partner, any Person for which such 
Person acts in any such capacity.  See "Conflicts".  This applies to the fact 
that Ms. Shira Del Pacult is the sole shareholder and principal of the 
General Partner and also owns 50% of the outstanding voting shares and is a 
principal in the Affiliated IB.

Capital Contributions-The total investment in a Program by a Participant or 
by all Participants, as the case may be.  The purchase price, less sales 
commissions, for the Units.

Commodity Broker-Any Person who engages in the business of effecting 
transactions in commodity contracts for the account of others or for his own 
account.  See "The Futures Commission Merchant" and "Introducing Broker".

Commodity Contract-A contract or option thereon providing for the delivery or 
receipt at a future date of a specified amount and grade of a traded 
commodity at a specified price and delivery point.

Cross Reference Sheet-A compilation of the Guideline sections, referenced to 
the page of the prospectus, Program agreement, or other exhibits, and 
justification of any deviation from the Guidelines.  This sheet is used by 
the State Administrator to review this Prospectus.

Net Assets-The total assets, less total liabilities, of the Program 
determined on the basis of generally accepted accounting principles.  Net 
Assets shall include any unrealized profits or losses on open positions, and 
any fee or expense including Net Asset fees accruing to the Program.

Net Asset Value Per Program Interest-The Net Assets divided by the number of 
Program Interests outstanding.

Net Worth-The excess of total assets over total liabilities are determined by 
generally accepted accounting principles.  Net Worth shall be determined 
exclusive of home, home furnishings and automobiles.

New Trading Profits-The excess, if any, of Net Assets at the end of the 
period over Net Assets at the end of the highest previous period or Net 
Assets at the date trading commences, whichever is higher, and as further 
adjusted to eliminate the effect on Net Assets resulting from new Capital 
Contributions, redemptions, or capital distributions, if any, made during the 
period decreased by interest or other income, not directly related to trading 
activity, earned on Program assets during the period, whether the assets are 
held separately or in a margin account.  See "New Net Profit".

Organizational and Offering Expenses-All expenses incurred by the Program in 
connection with and in preparing a Program for registration and subsequently 
offering and distributing it to the public, including, but not limited to, 
total underwriting and brokerage discounts and commissions (including fees of 
the underwriter's attorneys), expenses 

                                        6
for printing, engraving, mailing, salaries of employees while engaged in 
sales activity, charges of transfer agents, registrars, trustees, escrow 
holders, depositories, experts, expenses of qualification of the sale of its 
Program Interest under Federal and state law, including taxes and fees, 
accountants' and attorneys' fees.

Participant-The holder of a Program Interest.  A Partner in the Fund.

Person-Any natural Person, partnership, corporation, association or other 
legal entity.

Pit Brokerage Fee-Pit Brokerage Fee shall include floor brokerage, clearing 
fees, National Futures Association fees, and exchange fees.  These fees will 
be paid by the Introducing Broker from the fixed commissions.

Program-A limited partnership, joint venture, corporation, trust or other 
entity formed and operated for the purpose of investing in Commodity 
Contracts.  The Fund.

Program Broker-A Commodity Broker that effects trades in Commodity Contracts 
for the account of a Program.  See the "The Futures Commission Merchant" and 
"Introducing Broker".

Program Interest-A limited partnership interest or other security 
representing ownership in a program.  The "Units" in the Fund.  See Exhibit 
A, the Limited Partnership Agreement.

Pyramiding-A method of using all or a part of an unrealized profit in a 
Commodity Contract position to provide margin for any additional Commodity 
Contracts of the same or related commodities.

Sponsor-Any Person directly or indirectly instrumental in organizing a 
Program or any Person who will manage or participate in the management of a 
Program, including a Commodity Broker who pays any portion of the 
Organizational Expenses of the Program, and the general partner(s) and any 
other Person who regularly performs or selects the Persons who perform 
services for the Program.  Sponsor does not include wholly independent third 
parties such as attorneys, accountants, and underwriters whose only 
compensation is for professional services rendered in connection with the 
offering of the Units.  The term "Sponsor" shall be deemed to include its 
Affiliates.

Valuation Date-The date as of which the Net Assets of the Program are 
determined.  For the Fund, this will be after the close of business on the 
last business day of each month.

Valuation Period-A regular period of time between Valuation Dates.  For the 
Fund, this will be the close of business for each calendar month and each 
calendar year. 

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                                        7
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                                   APPENDIX II
           SUPPLEMENTAL PERFORMANCE INFORMATION FOR C&M TRADERS, INC.

Please see "The Commodity Trading Advisors, C&M Traders, Inc." in the main 
body of this disclosure document for the business background and description 
of the trading program for C&M Traders, Inc.

C&M Traders, Inc. - Live Cattle - Proprietary

The following capsule shows the past performance of the C&M Traders, Inc. - 
Live Cattle - Proprietary since the inception of trading of the first Account 
(in January, 1992) and year-to-date (through February 28, 1998).  PAST 
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                  C&M Traders, Inc. - Live Cattle - Proprietary
                           Percentage Rate of Return
                   (Computed on a compounded monthly basis)*
Month       1998      1997      1996      1995      1994      1993
January      17.90    (10.88)   (38.66)    25.05     38.61      4.14
February      4.01     (1.08)   116.26    (35.10)     2.93    (25.87)
March                 (49.72)     3.18    112.13     (1.90)    38.66
April                  18.41    (17.37)   (25.02)    12.48      0.80
May                    22.23     (5.46)    (3.32)    12.69     (0.76)
June                   (6.80)     3.47    (58.62)    21.24     (3.98)
July                  (19.71)    43.17     72.75     (3.72)   (17.18)
August                 (4.56)    10.26     12.71     69.28     15.32
September              23.61     11.84     14.95    (17.34)    20.44
October                28.01     35.28      8.90     83.05     31.93
November               16.22      2.49     10.98      6.16     34.24
December               (3.01)     3.52     32.11    (29.21)    13.85
Totals       21.91    (18.28)   180.43     87.19    298.58    138.48
Name of Commodity Trading Advisor:  C&M Traders, Inc.

Name of Trading Program:  Live Cattle

Inception of Trading: July, 1993

Number of client accounts using this trading program:  4

Total Assets managed by CTA:  $5,225,134

Total Assets traded:  $5,225,134

Worst Monthly Percentage Draw-down**:  6-95 / 58.62%

Worst Peak-to-Valley % Draw-down***:  11-92 to 2-93 / 70.32%

Number of Accounts Closed with Profit:  3 since January, 1992

Number of Accounts Closed with Loss:  0 since January, 1992

*    Rate of Return is computed by dividing net performance by beginning net 
asset value for the period.  For those months when additions or withdrawals 
exceed ten percent of beginning net assets, the Time-Weighting of Additions 
and Withdrawals method is used to compute rates of return.

**   "Draw-down" is defined by applicable CFTC regulations to mean losses 
experienced by an account over the specified period.

***  Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage 
decline in month-end net asset value due to losses sustained by a pool, 
account or trading program during any period in which the initial month-end 
net asset value is not equaled or exceeded by a subsequent month-end net 
asset value.
******************************************************************************
             EXHIBIT A TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                     AGREEMENT OF LIMITED PARTNERSHIP OF
                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
 
THIS LIMITED PARTNERSHIP AGREEMENT, (the "Agreement") dated the 1st day of 
February, 1998, by and among Ashley Capital Management, Incorporated, a 
Delaware corporation, as managing general partner (hereinafter referred to as 
the "General Partner"), and those who are admitted as partners, (hereinafter 
referred to as either "Limited Partners" or "Other General Partners"), 
pursuant to the terms of this Agreement, (the General Partner, any Other 
General Partners, and the Limited Partners are hereinafter collectively 
referred to as the "Partners").

                                WITNESSETH:

IN CONSIDERATION of good and valuable consideration, the receipt of which is 
hereby acknowledged, the General Partner and the initial Limited Partner 
entered into and formed a limited partnership (hereinafter called either the 
"Partnership" or the "Fund") pursuant and subject to the Delaware Uniform 
Limited Partnership Act (the "Act"), as follows:

                                ARTICLE I

                Definitions and Risk Disclosure Statement

Certain terms used in this Agreement shall have the special meaning 
designated below:

1.1  The term AFFILIATE means (1) any person controlled by or under common 
control with another person, (2) a person owning or controlling 10% or more 
of the outstanding voting securities of such other person, (3) any officer or 
director of such other person, and (4) if such other person is an officer or 
director, any other company for which such person acts as an officer or 
director.

1.2  When referring to the capital of the Partnership:

(a) the term CAPITAL shall mean cash invested in the Partnership by any 
Partner and placed at risk for the business of the Partnership; 
 
(b) the term CAPITAL CONTRIBUTION shall mean, with respect to any Partner, 
the sum of all Capital contributed to the Partnership pursuant to Article I;
 
(c) the term CAPITAL SUBSCRIPTION shall mean the amount set forth opposite 
the name of such Partner in the schedule of Partners, which amount shall be 
the purchase price, less sales commissions, if any, to be paid or paid by 
such Partner for the Unit or Units in the Partnership purchased by such 
Partner;
 
(d) the term INITIAL CAPITAL shall mean the sum of all Capital Subscriptions 
received by the General Partner prior to commencement of trading;
 
(e) the term NET ASSETS OR NET ASSET VALUE means the total assets, including 
all cash and cash equivalents (valued at cost plus accrued interest and 
earned discount), less total liabilities, of the Partnership (each determined 
on the basis of generally accepted accounting principles, consistently 
applied under the accrual method of accounting or as required by applicable 
laws, regulations and rules including those of any authorized self regulatory 
organization), specifically:

    (i) Net Asset Value includes any unrealized profit or loss on open 
security and commodity positions subject to reserves for loss established, 
from time to time, by the General Partner;
 
    (ii) All open stock, option, and commodity positions are calculated on 
the then current market value, which shall be based upon the settlement price 
for that particular position on the date with respect to which Net Asset 
Value is being determined; provided, however, that if a position could not be 
liquidated on such day due to the operation of the daily limits or other 
rules of the exchange upon which that position is traded or otherwise, the 
settlement price on the first subsequent day on which the position could be 
liquidated shall be the basis for determining the market value of such 
position for such day.  As used herein, "settlement price" includes, but is 
not limited to:  (1) in the case of a futures contract, the settlement price 
on the commodity exchange on which such futures contract is traded; and (2) 
in the case of a foreign currency forward contract which is not traded on a 
commodity exchange, the average between the lowest offered price and the 
highest bid price, at the close of business on the day Net Asset Value is 
being determined, established by the bank or broker through which such 
forward contract was acquired or is then currently traded;  
 
    (iii) Brokerage commissions to close security and commodity positions, if 
charged on a round-turn basis, are accrued in full at the time the position 
is initiated (i.e., on a round-turn basis) as a liability of the Partnership;
 
    (iv) Interest earned on all Partnership accounts is accrued at least 
monthly;
 
    (v) The amount of any distribution made by the Partnership is a liability 
of the Partnership from the day when the distribution is declared by the 
General Partner or as provided in this Agreement and the amount of any 
redemption is a liability of the Partnership as of the valuation date; and
 
    (vi) Syndication Costs incurred in organizing and all present and future 
costs to increase or maintain the qualification of the Units available for 
sale and the cost to present the initial and future offering of Units for 
sale shall be capitalized when incurred and amortized and paid from Capital 
or Monthly Profit as required by applicable law.

(f) the term PROFIT (LOSS) ATTRIBUTABLE TO UNITS means the product of A) the 
number of Units divided into B) an amount equal to the Net Profit (Loss) 
determined as follows: (1) the net of profits and losses realized on all 
trades closed out, plus (2) the net of any unrealized profits and losses an 
open positions as of the end of the period, less (3) the net of any 
unrealized profits and losses on open positions as of the end of the 
preceding period, minus, (4) the Expenses attributable to Units.  Profit 
(Loss) shall include interest earned on Partnership assets, realized and 
unrealized capital gains or losses on U.S. Treasury bills, and other 
securities;  
 
(g) the term MANAGEMENT FEE shall mean three percent (3%) of the Net Assets 
of the Partnership computed on the close of business on the last day of each 
month and payable to the General Partner without regard to the income or loss 
of the Partnership for that period;
 
(h) the term INCENTIVE FEE means a percentage of the profits accrued and paid 
to the General Partner, or its Affiliates, of up to fifteen percent (15%) of 
New Net Profit earned from inception of trading, through the date of the 
computation, based upon total Capital of the Partnership. The General Partner 
has the right to both reduce and, subsequently, increase the Incentive Fee to 
fifteen percent (15%) and below; presently, the Incentive Fee paid to the 
General Partner is paid to the CTA;
 
(i) the term GROSS PROFIT OR LOSS means the income or loss from all sources, 
including interest income and profit and loss from non-trading activities, if 
any.

(j) the term NEW NET PROFIT OR LOSS means the amount of income earned from 
trading, less the trading losses and brokerage commissions and fees paid to 
clear the trades which are incurred or accrued during the then current 
accounting period; and, 

(k) the term NET GAINS means net profit from all sources.  

(l) the term UNIT shall mean a partnership interest in the Partnership 
requiring an initial Capital Contribution of one thousand dollars ($1,000), 
less a sales commission, or the Net Asset Value of the initial Unit, as 
adjusted to reflect increases and decreases caused by receipt, accrual, and 
payment of profit, Expenses, losses, bonuses, and fees, from time to time.

1.3  When referring to costs and expenses of the Partnership to be allocated 
and charged pursuant to this Agreement:

(a) the term EXPENSES shall mean costs allocated, incurred, paid, accrued, or 
reserved, including the fixed commissions payable to the Introducing Broker 
of nine percent (9%) of the total equity placed under management with the 
commodity trading advisors, which are, in the opinion of the General Partner, 
required, necessary or desirable to establish, manage, continue and promote 
the business of the Partnership including, but not limited to, all deferred 
organization costs, brokerage commissions, and all management and incentive 
fees payable to the General Partner or to independent investment and 
commodity trading advisors by the Partnership as negotiated and determined by 
the General Partner on behalf of the Partnership on a basis consistently 
applied in accordance with generally accepted accounting principals under the 
accrual method of accounting or as required by applicable laws, regulations 
and rules including those of any authorized self regulatory organization with 
proper jurisdiction over the business of the Partnership; provided, however, 
Expenses shall not include salaries, rent, travel, expenses and other items 
of General Partner overhead and, provided, further, management fees, advisory 
fees and all other fees, except for incentive fees and commodity brokerage 
commissions, the actual cost of legal and audit services and extraordinary 
expenses, shall not exceed one half of one percent of Net Assets per month 
(not to exceed six percent annually).  If necessary, the General Partner 
shall reimburse the Partnership no less frequently than quarterly, for the 
amount by which such aggregate fees and expenses exceed the limitations 
provided by NASAA Guideline IVC.1.  During the period for which reimbursement 
is made up to an amount not exceeding the aggregate compensation received by 
the General Partner, including direct or indirect participations in commodity 
brokerage commissions charged to the Partnership.  In addition, if 
reimbursement is required or ordinary expenses are incurred, the General 
Partner shall include in the Partnership's next regular report to the 
auditors a discussion of the circumstances or events which resulted in the 
reimbursement or extraordinary expenses;
 
(b) the term NET UNIT VALUE shall mean the Net Asset Value divided, from time 
to time, by the total number of Units outstanding;
 
(c) the term OFFERING PERIOD means the period of time established by the 
General Partner after the Partnership begins to offer to sell Units at the 
Net Asset Value per Unit; and,
 
(d) the term SYNDICATION COSTS shall mean the promotion and syndication costs 
of the Partnership and the costs of the offering of Units, and to establish 
the initial business relationships on behalf of the Partnership, including 
all legal and printing costs to prepare the Disclosure Documents, 
registrations and filing fees, contract negotiation, and travel incurred 
which are deemed necessary or desirable by the General Partner to form the 
Partnership, be ready to engage in business, and to sell the Units. 

1.4  The terms DISCLOSURE DOCUMENT, MEMORANDUM, OFFERING CIRCULAR, PROSPECTUS 
and REGISTRATION STATEMENT shall mean the document or documents, together 
with the exhibits and any subsequent continuations thereof, which describes 
this Partnership to persons selected by the General Partner including, but 
not limited to, potential purchasers of Units, or the Partners or to any 
government or self regulatory agency or to persons selected by the General 
Partner to participate in the affairs or provide services to the Partnership.

1.5  When referring to this Agreement and the Partners of the Partnership:

(a) the term ACT shall refer to the partnership act of Delaware.  
 
(b) the term AGREEMENT refers to this Partnership agreement;
 
(c) the term GENERAL PARTNER shall refer to Ashley Capital Management, 
Incorporated, c/o Corporate Systems, Inc., 101 North Fairfield Drive, Dover, 
DE 19901 (302) 697-2139;
 
(d) the term LIMITED PARTNER shall refer to any party listed on the Schedule 
of Limited Partners attached to this Agreement as Attachment I, as amended, 
from time to time, pursuant to Article VI hereof;
 
(e) the term MAJORITY IN INTEREST shall refer to that number of Partners who 
collectively hold over 50% of all of the outstanding Units held by all 
Partners in the Partnership; provided, however, the Units held by the General 
Partner cannot be considered to determine a MAJORITY IN INTEREST or otherwise 
vote or consent regarding the question of removal of the General Partner or 
other matters specifically expressed in Article V, Section 5.3.  In addition, 
see the rights and duties of the General Partner in Article IV and of the 
Limited Partners in Articles V;
f) the term OTHER GENERAL PARTNER refers to any General Partner other than 
Ashley Capital Management, Incorporated; and
 
(g) the term PARTNERS refers to the General Partner, any Other General 
Partner, and the Limited Partners, collectively. 

1.6  RISK DISCLOSURE STATEMENT.

  YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU 
TO PARTICIPATE IN A COMMODITY POOL.  IN SO DOING, YOU SHOULD BE AWARE THAT 
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS 
GAINS.  SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE 
POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL.  IN ADDITION, 
RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR 
PARTICIPATION IN THE POOL.

  FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR 
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES.  IT MAY BE NECESSARY FOR THOSE 
POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS 
TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS.  THE PARTNERSHIP'S 
DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE 
CHARGED THIS POOL AT PAGE 21 AND A STATEMENT OF THE PERCENTAGE RETURN 
NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL 
INVESTMENT, AT PAGE 16.

  THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS 
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL.  THEREFORE, 
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY 
STUDY THIS AGREEMENT AS WELL AS THE PARTNERSHIP'S DISCLOSURE DOCUMENT, 
INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT 
PAGE 6.

  YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES 
OR OPTIONS CONTRACTS.  TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED 
STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE 
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE 
POOL AND ITS PARTICIPANTS.  FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY 
BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR 
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL 
MAY BE EFFECTED.

                                ARTICLE II

                   Partnership Organization and Purpose

2.1  PARTNERSHIP NAME AND LOCATION OF BOOKS AND RECORDS.  The name of the 
Partnership, as filed with the state of Delaware,  shall be Atlas Futures 
Fund, Limited Partnership.  The address where the books and records of the 
Partnership will be maintained for inspection by the Partners is c/o Futures 
Investment Company, 5916 N. 300 West, Fremont, IN 46737 (219) 833-1306 or 
such other address as the General Partner shall, from time to time, 
determine.

2.2  PARTNERSHIP AFFILIATES.

(a) POOL OPERATOR NAME AND PRINCIPALS.  The General Partner shall serve as 
the commodity pool operator for the Partnership.  Shira Del Pacult is the 
sole principal of the General Partner and is solely responsible for the 
business decisions of the Partnership, including, but not limited to, 
selection of the commodity trading advisors (the "CTAs").

THIS POOL HAS NOT BEGUN TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

THE REGULATIONS OF THE CFTC AND NFA PROHIBIT ANY REPRESENTATION BY A PERSON 
REGISTERED WITH THE CFTC OR BY ANY MEMBER OF THE NFA, RESPECTIVELY, THAT SUCH 
REGISTRATION OR MEMBERSHIP IN ANY RESPECT INDICATES THAT THE CFTC OR THE NFA, 
AS THE CASE MAY BE, HAS APPROVED OR ENDORSED SUCH PERSON OR SUCH PERSON'S 
TRADING PROGRAMS OR OBJECTIVES.  THE REGISTRATIONS AND MEMBERSHIPS DESCRIBED 
IN THIS PROSPECTUS MUST NOT BE CONSIDERED AS CONSTITUTING ANY SUCH APPROVAL 
OR ENDORSEMENT.  LIKEWISE, NO COMMODITY EXCHANGE HAS GIVEN OR WILL GIVE ANY 
SUCH APPROVAL OR ENDORSEMENT.

The General Partner has no prior experience in the management of a commodity 
pool, however, Ms. Pacult, has been engaged in supervision of individual 
managed commodity accounts for over 16 years and is the principal of both 
another public commodity pool, Fremont Fund, Limited Partnership and a 
privately offered commodity pool, Auburn Fund, Limited Partnership, which is 
being offered simultaneously with this Partnership.  See "Performance of 
Fremont Fund, Limited Partnership" in the Partnership's Prospectus.

(b) COMMODITY TRADING ADVISOR NAMES AND PRINCIPALS.  The General Partner has 
initially selected three independent CTAs to trade the assets of the 
Partnership.  They are: Michael J. Frischmeyer who does business as a sole 
proprietorship;  Barry T. Johnson, who conducts business as, and is the sole 
principal of, Commoditech, Inc.;  and, Eric Rosenbery, who conducts business 
as, and is the sole principal of, Rosenbery Capital Management, Inc.  Their 
performance records and business backgrounds are disclosed in the 
Partnership's Prospectus under "Trading Management".  The CTAs will have no 
ownership in the Partnership and their compensation is described in 4.6(f).  
The CTAs will enter trades on behalf of the Partnership directly with the FCM 
without the prior knowledge or approval of the General Partner of the methods 
used by the CTAs to select the trades, the number of contracts, or the margin 
required.  From 5% to 30% of the Net Asset Value on deposit with the FCM is 
expected to be committed to margin to hold positions taken by the CTAs for 
the account of the Partnership.

(c) INTRODUCING BROKER AND FUTURES COMMISSION MERCHANT NAMES AND PRINCIPALS.  
Futures Investment Company, 5916 N. 300 West, Fremont, IN 46737 (219) 833-
1306 will server as the Introducing Broker ("IB") for the Partnership and 
will be paid a fixed amount for brokerage commissions of nine percent (9%) 
per year, payable monthly by the Partnership, for introducing trades through 
Vision Limited Partnership, the futures commission merchant (the "FCM").  The 
IB will pay the round-turn brokerage commissions, pit brokerage and other 
clearing expenses to the FCM, which will act in the normal capacity as a 
futures commission merchant and will hold the equity assigned by the General 
Partner for trading and will clear the trades entered by the CTAs pursuant to 
the power of attorney granted by the General Partner to the CTAs to trade on 
behalf of the Partnership. 

2.3  MATERIAL ADMINISTRATIVE AND/OR CIVIL ACTIONS. There have been no 
material administrative, civil or criminal actions against the General 
Partner (who is the Commodity Pool Operator), the principal of the General 
Partner, Ms. Pacult, the Commodity Trading Advisors, the Introducing Broker, 
and selling broker or any principal or any Affiliate of any of them, pending, 
on appeal, or concluded, threatened or otherwise known to them, within the 
five (5) years preceding the date of this PPM and there have been no such 
actions against the Futures Commission Merchants, except as follows:

(a) On June 30, 1993, the Eastern Regional Business Conduct Committee issued 
and concurrently accepted a full and complete settlement of a two-count 
complaint against Vision Limited Partnership and Robert Boshnack.  The 
complaint alleged two NFA rule violations:  lack of supervision of Guaranteed 
IB's and use of deceptive and misleading promotional material.  The matter 
was completely settled without Vision admitting or denying any violation, and 
without any findings of violations.  The settlement included a monetary 
penalty of $100,000, undertakings of enhanced compliance procedures, and 
restriction of Mr. Boshnack's activity for a one year period.  

(b) On December 31, 1997, the Business Conduct Committee of the NFA issued a 
two count complaint against Vision Limited Partnership.  Count I alleges 
failure to supervise and Count II alleges improper handling of one block 
order.  Vision denies the allegations and intends to vigorously defend the 
matter.

(c) On July 15, 1992, the Chicago Board of Trade ("CBOT") voted to accept an 
offer of settlement by Lind-Waldock concerning alleged violations of CBOT 
Regulations 332.08 and 465.01.  The charges involved Lind-Waldock's alleged 
failure to submit executed orders for clearing and to include an account 
designation on an order.  In settling this matter for a fine of $7,500, Lind-
Waldock neither admitted nor denied violating the CBOT Regulations.

(d) There is currently no litigation pending or on appeal which, if 
successfully pursued by a plaintiff or appellant would have a material effect 
on the ability of either FCM to serve the Fund.

2.4  CHARACTER OF THE BUSINESS.  The Partnership's business purpose is to 
increase Capital through the speculative and hedge trading of futures and 
options on futures.  The General Partner is authorized to do any and all 
things on behalf of the Partnership incident thereto or connected therewith 
including, but not limited to:

(a) trade, buy, sell or otherwise acquire, hold or dispose of all forms of 
investments (including tangibles and intangibles, foreign currencies, 
mortgage-backed securities, money market instruments, stock and futures 
options, and any other securities or items which are now, or may hereafter 
be, the subject of barter or stock or futures trading), commodity futures, 
and forward contracts and any rights pertaining thereto.  The Partnership 
shall carry on the foregoing activities through the exercise of judgment by 
its General Partner and/or the Investment and/or Commodity Trading Advisors 
and consultants and brokers selected by the General Partner.  The General 
Partner may serve as an investment or trading advisor to the Partnership for 
management fees, incentive fee, reimbursement of costs and other remuneration 
at the same rates charged either by independent third parties for similar 
services to other partnerships or by the General Partner to others for the 
same service.
 
(b) invest and trade, on margin or otherwise, in capital stocks, bonds, 
debentures, trust receipts and other obligations, instruments or evidences of 
indebtedness, gold, silver, cattle, corn, wheat, soybeans, or any other asset 
for which a trading market is maintained or otherwise paid for by cash or 
otherwise including, but not limited to, the right to sell short and to cover 
such short sales.
 
(c) possess, sell, exchange, discount, transfer, mortgage, pledge, deal in, 
maintain multiple accounts for, and to exercise all rights, powers, 
privileges and other rights, incidental to ownership of the assets held by 
the Partnership.
 
(d) borrow or raise monies and, from time to time without limit as to amount, 
to issue, accept, endorse and execute promissory notes, draft bills of 
exchange, warrants, bonds, debentures and other negotiable or non-negotiable 
instruments and evidences of indebtedness, and to secure the payment of any 
thereof and the interest thereon by mortgage or pledge, conveyance or 
assignment in trust of the whole or any part of the property of the 
Partnership, whether at the time owned or thereafter acquired, and to sell, 
pledge of otherwise dispose of such instruments issued by the Partnership for 
its purposes; form and own one or more corporations to engage in such 
businesses as the General Partner shall deem advisable.
 
(e) lend any of its properties or funds, either with or without security in 
furtherance of the objects and purposes of the Partnership as the General 
Partner shall deem advisable and consent.
 
(f) rent or own and maintain one or more offices staffed as the General 
Partner shall determine and to do such other acts attendant thereto as may be 
necessary or desirable.  
 
(g) waive the sales commission to acquire investment Capital as the General 
Partner, in its sole discretion, may determine.
 
(h) enter into, make and perform all contracts, surety and guarantees as may 
be necessary or advisable or incidental to the carrying out of the foregoing 
objects and purposes.

2.5  ADDRESS OF PARTNERS.  The General Partner's address is listed in 
paragraph 1.5(a) hereof and the Limited Partners addresses are on record at 
the office of the General Partner to the Partnership.

2.6  TERM OF PARTNERSHIP.  The term of the Partnership shall commence on the 
date of this Agreement and shall continue until dissolved or terminated 
pursuant to Article IX.

2.7  REGISTRATION.  The General Partner, on behalf of the Partnership, shall 
have the authority, but not the obligation, to cause a Registration statement 
to be filed, and such amendments thereto as the General Partner deems 
advisable, with the appropriate Federal and state regulatory agencies, 
including the United States Securities and Exchange Commission and the 
commission of securities for registration under the securities laws of the 
various states and any other jurisdiction desirable or proper to the sale of 
Units to qualify for public offerings.  Each of the Limited Partners hereby 
confirm and ratify all action taken and things done by the General Partner 
with respect to such filings and public offerings.  The General Partner may 
make such other arrangements for the sale of Units, including the private 
placement of Units, as it deems appropriate.

                                ARTICLE III

         Capital Contributions and Allocation of Profits and Losses

3.1  CAPITAL CONTRIBUTIONS OF LIMITED PARTNERS.

(a) Each Limited Partner has delivered to the Partnership an executed 
Subscription which has been accepted by the General Partner on behalf of the 
Partnership, an Amended Certificate of Limited Partnership, and a check in 
the amount of his Capital Subscription. The Partnership shall use the funds 
thus contributed solely to pay, sales commissions, Expenses, Organization 
Costs and to otherwise make the payments required to be made by the 
Partnership to engage in active trading and to pay the management fees, if 
any, and, from profits, the incentive fees and distributions to Partners 
Capital Accounts.
 
(b) Until such time as the General Partner elects to qualify the Partnership 
Units for public sale, the General Partner will establish, from time to time, 
the minimum amount which each Limited Partner will be required to contribute 
to Capital of the Partnership.  Upon receipt of notice from the General 
Partner of such minimum (which will be equally applicable to all Limited 
Partners), each Limited Partner will be required to contribute sufficient 
Capital to equal or exceed such minimum or will withdraw and have his Units 
redeemed as a Limited Partner pursuant to Article IX, Section 9.4.  The 
failure to contribute such Capital within ten days after receipt of said 
notice from the General Partner shall be a request for redemption by the 
Limited Partner.  Upon election by the General Partner and qualification of 
the Partnership Units for public sale, there will be no further right of the 
General Partner to give notice of an increase in the minimum amount which all 
Limited Partners will be required to contribute to Capital of the Partnership 
other than as provided in Article VIII.  Except for the increase in the 
minimum amount which all Limited Partners, in the sole discretion of the 
General Partner, shall be required to contribute to Capital or suffer 
redemption and amendments required by Article VIII, there will be no required 
contribution or assessments of the Limited Partners.

3.2  CAPITAL CONTRIBUTIONS OF GENERAL PARTNER.

(a) The General Partner has not made and shall not be required to make any 
capital contribution to the Partnership except for purchases which are 
required by law.  Currently, the General Partner is required by the 
applicable securities and tax laws to purchase (i) one percent (1%) or (ii) 
$25,000 of the total Capital paid in by the Limited Partners, which ever is 
greater.
 
(b) The General Partner and the initial Limited Partner have contributed in 
excess of $1,000 to the Partnership.  Immediately prior to the time the 
Partnership commences trading and as may be required, thereafter, as the 
result of the admission of additional Limited Partners, the General Partner 
shall make such additional contribution to its capital or to the Partnership 
so as to be certain that the General Partner has sufficient Capital at risk 
to prevent the Partnership from loss of that element of the Partnership test 
imposed by the Federal Internal Revenue Code and the Regulations promulgated 
thereunder to permit the Partnership to be taxed as a partnership and not as 
a corporation.  The General Partner shall not reduce its Capital nor shall it 
make any assignment or transfer of its interest or withdrawal of its 
contribution while it is the General Partner which would reduce its 
percentage interest in the Partnership to less than its percentage interest 
at the time the Partnership commences trading. The General Partner may 
withdraw any excess above the required percentage without notice to the 
Limited Partners.  
 
(c) Partnership interests shall be evidenced by Units.  The General Partner, 
on behalf of the Partnership, may, in accordance with applicable law and the 
Offering Memorandum of the Partnership, issue Units to persons desiring to 
become Limited Partners.  For each Unit purchased during the initial Offering 
Period, a Partner shall contribute one thousand dollars ($1,000), less the 
sales commission, to the Capital of the Partnership.  Thereafter, a Partner 
shall contribute an amount equal to the Net Asset Value of a Unit, plus the 
sales commission, if any, on the valuation date following acceptance of the 
purchase.  The General Partner and Affiliates of the General Partner may 
purchase Limited Partnership Units with the same rights as other Limited 
Partners.
 
(d) All subscriptions for Units made pursuant to the offering of the Units 
must be on the form provided with the Prospectus. No more than 5,000 Units 
(the "Maximum") will be sold and a minimum number of Units must be sold as 
follows:

    (i) If subscriptions for at least 600 Units at an initial Net Asset Value 
per Unit of $1,000 have been accepted (the "Minimum") by the General Partner 
within the initial Offering Period of up to one year from the commencement of 
the offering of sale of Units, including the Units subscribed for by the 
General Partner, the General Partner may, pursuant to Paragraph 12, execute, 
acknowledge, swear to, file and record on behalf of the Partnership and each 
Limited Partner an amended Limited Partnership Agreement, cause such 
subscriptions to be transferred from the escrow agent, First American State 
Bank, 1207 Central Avenue, Fort Dodge, IA 50501, to the Partnership's trading 
account and cause the Partnership to pay its organization costs pursuant to 
the agreements negotiated by the General Partner and, thereafter, the 
aggregate of all contributions to the Partnership shall be available to the 
Partnership to carry on its business; or
 
    (ii) If the General Partner has not received and accepted subscriptions 
for the Minimum Units prior to the close of the Minimum Units Offering 
Period, the offering of the Units shall terminate and all amounts paid by 
subscribers for Units shall be returned in the manner provided in the 
Prospectus.  All Units subscribed for shall be issued to the collection of 
good funds, and any Units issued to a Subscriber who has not provided 
collectible funds (whether in the form of a bad check or draft, or otherwise) 
shall be canceled.

3.3  ALLOCATION OF PROFITS AND LOSSES

(a) A distribution account shall be established for each Partner which shall 
include, as the initial balance thereof, each Partners' initial contribution 
to the Partnership expressed in total dollars and Units purchased.  As of the 
close of business each month, allocations shall be made as follows:

    (i) The Incentive Fee.  The incentive fee upon New Net Profit at the rate 
of up to (15%) shall be paid quarterly to the CTA but allocated to the 
Partners monthly.
 
    (ii) The Profit (Loss) Attributable to Units shall be added to 
(subtracted from) the distribution accounts of the Partners.  Items of 
income, gain or loss, accrued and paid Expenses shall be added to (subtracted 
from) the distribution account of each Partner in accordance with the ratio 
that such distribution account bears to the sum of all of the Partners' 
distribution accounts.
 
    (iii) The amount of any cash distributions to a Partner during such month 
and any amount paid upon Redemption of Units as of the end of such month 
shall be subtracted from the distribution account of such Partner.
 
    (iv) The distribution account of any Unit which was redeemed shall be 
reduced by the Redemption Charge per Unit multiplied by the number of Units 
which were redeemed by the Partner represented by such distribution account.  
The Redemption Charge, if any, shall be first used to defray expenses and any 
excess treated as interest earned by the Fund.  

                                ARTICLE IV

               Rights and Obligations of the General Partner

4.1  GENERAL.  The General Partner shall have full, exclusive and complete 
discretion in the management and control of the affairs of the Partnership to 
the best of its ability and shall use its best efforts to carry out the 
purposes of the Partnership set forth in Article II.  In connection 
therewith, it shall have all powers of a general partner under the Act, 
including, without limitation, the power to:

(a)  enter into, execute and maintain contracts, agreements and any or all 
other instruments, and to do and perform all such things, as may be required 
or desirable in furtherance of Partnership purposes or necessary or 
appropriate to the conduct of Partnership activities including, but not 
limited to, contracts with third parties for:

    (i) brokerage services on behalf of the Partnership (which brokerage 
services may be performed by the General Partner or an Affiliate of the 
General Partner), specifically, Futures Investment Company, or any successor 
to its business, an Affiliated introducing broker of the General Partner may 
clear the trades and pay trailing commissions to its associated persons, 
including Affiliates of the General Partner and the General Partner, in 
consideration of the payment of nine percent (9%) of the total equity placed 
with the commodity trading advisor or advisors it selects, will cause and pay 
for the trades to be cleared through one or more futures commission merchants 
selected by the General Partner; 
 
    (ii) trading advisory services relating to the purchase and sale of all 
stocks, options, commodity futures contracts, commodity options and contracts 
for forward delivery of foreign currencies on behalf of the Partnership 
(which advisory services may be performed by the General Partner or an 
Affiliate of the General Partner); and
 
    (iii) rent, salaries, computer, accounting, legal and other services 
attendant to the maintenance of the Fund.

(b) open and maintain bank accounts on behalf of the Partnership with banks 
and money market funds.
 
(c) deposit, withdraw, pay, retain and distribute the Partnership's funds in 
any manner consistent with the provisions of this Agreement.
 
(d) supervise the preparation and filing of all documentation required by law 
including, but not limited to, Registration Statements to be filed with 
Federal and state agencies.
 
(e) pay or authorize the payment of distributions to the Partners and pay 
Expenses of the Partnership.
 
(f) invest or direct the investment of funds of the Partnership not involving 
the purchases or sale of stocks, futures contracts, options, and contracts 
for forward delivery of foreign currencies.
 
(g) purchase, at the expense of the Partnership, liability and other 
insurance to protect the Partnership's proprieties and business.
 
(h) borrow money from banks and other lenders for Partnership purposes, and 
may pledge any or all of the Partnership's assets for such loans.  No bank or 
other lender to which application is made for a loan by the lender to which 
application is made for a loan by the General Partner shall be required to 
inquire as to the purposes for which such loan is sought and, as between the 
Partnership and such bank or other lender, it shall be conclusively presumed 
that the proceeds of such loan are to be and will be used for the purposes 
authorized under this Agreement.
 
(i) confess judgment for and against the Partnership and control any matters 
affecting the rights and obligations of the Partnership, including the 
employment of attorneys, in the conduct of litigation and otherwise incur 
legal expenses and costs of consultation, settlement of claims, and 
litigation against or on behalf of the Partnership.  

4.2  LOANS BY GENERAL PARTNER.  The General Partner or its Affiliates will be 
not be required to advance or loan funds to the Partnership.  In the event 
the General Partner makes any advance or loan to the Partnership, the General 
Partner will not receive interest in excess of its interest costs, nor will 
the General Partner receive interest in excess of the amounts which would be 
charged the Partnership (without reference to the General Partner's financial 
abilities or guarantees) by unrelated banks on comparable loans for the same 
purpose and the General Partner shall not receive points or other financing 
charges or fees regardless of the amount.

4.3  TRANSACTION WITH PARTNERSHIP.  Notwithstanding anything to the contrary 
which may be contained herein, the General Partner shall not:

(a) sell, or otherwise dispose of, any of the Partnership's assets to the 
General Partner or its Affiliates.
 
(b) subject to the provisions regarding and without diminishment of the right 
of the General Partner or any Affiliate to compensation for services provided 
to the Partnership as set forth in this Agreement, cause or permit the 
Partnership to enter into any agreement with the General Partner or an 
Affiliate which is not in the best interest of and for the benefit of the 
Partnership or which would be in contravention of the General Partner's 
fiduciary obligations to the Partnership or pursuant to which the General 
Partner or any Affiliate;

    (i) would provide or sell any services, equipment, or supplies at other 
than rates charged to others; or
 
    (ii) would receive from the Partnership, Units of Partnership interest in 
consideration for services rendered.

4.4  OBLIGATIONS OF GENERAL PARTNER.  In addition to the obligations provided 
by law or this Agreement, the General Partner shall:

(a) Devote such of its time to the business and affairs of the Partnership as 
it shall, in its discretion exercised in good faith, determine to be 
necessary to conduct the business and affairs of the Partnership for the 
benefit of the Partnership and the Limited Partners.
 
(b) Execute, file, record and/or publish all certificates, statements and 
other documents and do any and all other things as may be appropriate for the 
formation , qualification and operation of the Partnership and for the 
conduct of its business in all appropriate jurisdictions including, but not 
limited to, the compliance, at its expense, with all laws related to its 
qualification to serve as the commodity pool operator of the Fund.  
 
(c) Retain independent public accountants to audit the accounts of the 
Partnership.
 
(d) Employ attorneys to represent the Partnership.
 
(e) Use its best efforts to maintain the status of the Partnership as a 
partnership for United States Federal income tax purposes.
 
(f) Employ only independent CTAs which are registered pursuant to the 
Commodity Exchange Act to conduct trading and to otherwise establish and 
monitor the trading policies of the Partnership; and the activities of the 
partnership's trading advisor(s) in carrying out those policies.
 
(g) Review, not less often than annually, the brokerage commission rates 
charged to comparable funds to determine that the commission rates paid by 
the Partnership are comparable with such other rates.
 
(h) Have fiduciary responsibility for the safekeeping and use of all funds 
and assets of the Partnership, whether or not in the General Partner's 
immediate possession or control, and the General Partner will not employ or 
permit others to employ such funds or assets in any manner except for the 
benefit of the Partnership.
 
(i) Agree that so long as it remains the sole General Partner of the 
Partnership, it will use its best efforts to maintain the Partnership as a 
limited partnership as required by all applicable laws including, but not 
limited to the requirement of the United States Department of the Treasury, 
Internal Revenue Service, for the sole corporate general partner of a limited 
partnership to maintain its "Net Worth" (as defined below) sufficient to 
establish the sufficient assets test for a sole corporate general partner to 
be liable for the debts of the Partnership.  The General Partner is 
authorized to reach the safe harbor for that test of an amount equal to no 
less than (i) the lesser of $250,000 or 15% of the aggregate capital 
contributions of any limited partnerships (including the Partnership, if 
applicable,) for which it shall act 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 (including the Partnership, if 
applicable,) for which it shall act as general partner and which are 
capitalized at greater than or equal to $2,500,000 by use of promissory notes 
(valued at their fair market value) issued to the General Partner by one or 
more of its principals.   For the purposes of this subparagraph, "Net Worth" 
shall be calculated in accordance with generally accepted accounting 
principles, consistently applied, provided that all current assets shall be 
based on the lower of cost or the then current market value.  The Units owned 
by the General Partner in the Partnership and in other partnerships in which 
it acts as a general partner shall not be included in calculating its Net 
Worth.  A letter of credit may be included.  The requirements of this 
subparagraph (i) may be modified if the General Partner obtains an opinion of 
counsel for the Partnership to effect that a proposed modification will not 
(1) adversely affect the classification of the Partnership as a partnership 
for Federal income tax purposes; (2) will not adversely affect the status of 
the Limited Partners as limited partners under the Act; (3) will not violate 
any applicable state securities or Blue Sky law or any rules, regulations, 
guidelines or statements of policy promulgated or applied thereunder 
including, but not limited to, the net worth required by Section II.B of the 
Guidelines for Registration of Commodity Pool Programs, as adopted in revised 
form by the North American Securities Administrators Association, Inc. as are 
in effect on the date of such proposed modification. (4) or otherwise 
adversely affect the Limited Partners.
 
(j) Maintain a current list of the name, address, and number of Units owned 
by each Limited Partner at the General Partner's principal office.  Such list 
shall be disclosed to any Partner or their representative at reasonable 
times, upon request, either in person or by mail, upon payment, in advance, 
of the reasonable cost of reproduction and mailing. The Partners and their 
representatives shall be permitted access to all other records of the 
Partnership, after adequate notice, at any reasonable time, at the offices of 
the Partnership.  The General Partner shall maintain and preserve such 
records for a period of not less than six (6)years.  

4.5  GENERAL PROHIBITIONS.  The Partnership shall not:

(a) borrow from or loan to any person, except that the foregoing is not 
intended to prohibit the incurring of any indebtedness to a Partner or an 
Affiliate with respect to the offering of Units for sale, Registration, or 
initiation and maintenance of the Partnership's trading positions.
 
(b) commingle its assets with those of any other person, except to the extent 
permitted under the Securities and Exchange Act or the Commodity Exchange Act 
and the regulations promulgated under each.
 
(c) permit rebates or give-ups to be received by the General Partner or any 
Affiliate of the General Partner, or permit the General Partner or any 
Affiliate of the General Partner to engage in reciprocal business 
arrangements which would circumvent the foregoing prohibition; provided, 
however, that an Affiliate or the General Partner may provide goods or 
services, including brokerage, at a competitive cost to the Partnership.
 
(d) engage in the pyramiding of its positions (i.e., the use of unrealized 
profits on existing positions to provide margins for additional positions in 
the same or a related stock or commodity); provided, however, that there may 
be taken into account the Partnership's open trade equity on existing 
positions in determining whether to acquire additional unrelated stock or 
commodity positions.
 
(e) margins of all open positions in all stocks and commodities combined 
would exceed 250% of the partnership's Net Asset Value at the time such 
position would otherwise be initiated.
 
(f) permit churning of the Partnership's trading account for the purpose of 
generating brokerage commissions to any person.
 
(g) directly or indirectly pay or award any finder's fees, commissions or 
other compensation to any persons engaged by a potential limited partner for 
independent investment advice as an inducement to such advisor to advise the 
potential limited partner to purchase Units in the Partnership without the 
knowledge of such potential limited partner.
 
(h) No Partnership funds will be held outside the United States.  The 
Partnership funds committed to trading will be on deposit with and under the 
control of a futures commission merchant regulated pursuant to the Commodity 
Exchange Act, as may be amended, from time to time.  The funds not committed 
to trading will be in investments which are properly registered under the 
United States securities or other financial institution regulations.

4.6  FEES AND EXPENSES.

(a) The Partnership shall pay all Organization Costs and offering Expenses 
incurred in the creation of the Partnership and sale of Units.  The foregoing 
expenses may be paid directly by the Partnership or may be reimbursed by the 
Partnership to the General Partner or an Affiliate of the General Partner.  
Notwithstanding the foregoing, in no event will reimbursement by the 
Partnership to the General Partner for Organization Costs and offering 
Expenses charged to the Partnership exceed an amount equal to 15% of the 
gross proceeds from the sale of Units.  Organization Costs and Offering 
Expenses shall mean those Expenses incurred in connection with the formation, 
qualification and Registration of the Partnership and in distributing and 
processing the Units under applicable Federal and state law,  sales 
commissions, and any other expenses such as:  (i) registration fees, filing 
fees and taxes; (ii) the costs of qualifying, printing, amending, 
supplementing, mailing and distributing the Registration Statement and 
Prospectus; (iii) the costs of qualifying, printing, amending, supplementing, 
mailing and distributing sales materials used in connection with the issuance 
of the Units; (iv) salaries of officers and employees of the General Partner 
and any Affiliate of the General Partner while directly engaged in 
distributing and processing the Units and establishing records therefor; (v) 
rent, travel, remuneration of personnel, telegraph, telephone and other 
expenses in connection with the offering of the Units; (vi) accounting, 
auditing, and legal fees incurred in connection therewith; and (vii) any 
extraordinary expenses related thereto. Organization Costs and Offering 
Expenses do not include salaries, rent, travel, expenses and other items of 
General Partner overhead.
 
(b) All operating expenses of the Partnership shall be billed directly to and 
paid by the Partnership.
 
(c) The General Partner or any Affiliate of the General Partner may be 
reimbursed for the actual costs of any Expense including, but not limited to, 
legal, accounting and auditing services used for or by the Partnership, as 
well as printing and filing fees and extraordinary expenses incurred for or 
by the Partnership; provided, however, the limitations of contained in 
Article X - Exoneration and Indemnification contained in this Agreement will 
apply to restrict the purchase of certain insurance coverage and the 
assumption of the defense of certain claims.
 
(d) The General Partner may establish its compensation, from time to time, 
for its services; provided, however, such charges shall be no more than:
 
    (i) A sales commission of up to six percent (6%) to be established, from 
time to time, by the General Partner, for sales of Units;
 
    (ii) A management fee of one quarter of one per-cent (1/4 of 1%) per 
month (3% per year) of the Net Asset Value of the Partnership, computed and 
paid to the General Partner on the close of business on the last day of each 
month;  
 
    (iii) An incentive fee of up to fifteen percent (15%) of the first one 
hundred percent (100%) of New Net Profit, or less earned upon Capital, and 
prorated to consider the date of deposit of such Capital to the Partnership 
each year.  The incentive fee at the rate of up to fifteen percent (15%) of 
New Net Profit will be paid quarterly. Each trading subaccount established by 
the General Partner shall be considered separately for purposes of incentive 
fee. The incentive fee will be non-refundable; i.e., in the event that the 
Partnership earns substantial New Net Profit during the first month of any 
year and, thereafter, suffers losses, the General Partner will not refund any 
of the profit incentive fee paid for the prior month or months.  However, the 
Partnership will not pay or accrue to the General Partner any further 
incentive fee during that year until such time as the New Net Profit, when 
added to Net Asset Value, after additions, deductions of Redemptions and 
distributions, exceeds the highest Net Asset Value, computed for that year; 
i.e., incentive fees will only be earned and paid or accrued upon New Net 
Profit for that year; and
 
    (iv) A share of the brokerage commissions paid for trades made by the 
Partnership.  Such commissions shall not be more than the average published 
fixed rate per month or per round-turn charged, from time to time, to public 
commodity pools by national brokerage firms for similar trading size, 
frequency, and style.

(e) The General Partner is hereby authorized to employ brokers, attorneys, 
accountants, consultants, and administrative personnel who may be Affiliated 
with the General partner to perform Partnership business at the expense of 
the Partnership.  The General Partner will advance the initial organizational 
expenses, estimated to be $70,000 for the first year, which will be repaid 
payable monthly over the first twenty-four months of operation by the 
Partnership at the rate of no more than 2% of Capital and no more than 15% of 
New Net Profits per year, until paid in full.  After the first year, the 
Partnership will be subject to yearly legal and accounting fees of $18,000 
and $15,000, respectively.
 
(f) The General Partner is hereby authorized, individually or through an 
Affiliate, to employ non-affiliated independent investment and trading 
advisors to all or a portion of the Fund to be paid a management fee of up to 
six percent (6%) of the Net Asset Value assigned to such advisor per year and 
an incentive fee of up to fifteen percent (15%) on New Net Profit earned by 
such advisor. All incentive fees may be prorated and paid quarterly.  

4.7  ACTIVITIES OF PARTNERS.

(a) The General Partner and its Affiliates shall devote to the Partnership 
only such time as shall be reasonably required to fulfill their 
responsibilities hereunder.
 
(b) Any Partner may, notwithstanding the existence of this Agreement, engage 
in whatever other activities they may choose, whether the same be competitive 
with the Partnership or otherwise, without having or incurring any obligation 
or conflict of interest in such activities with the Partnership or to any 
party hereto.  The Partners are specifically authorized to deal with other 
partnerships and to acquire interests in positions and trading without having 
to offer participation therein to the Partnership or the other Partners.  
Neither this Agreement nor any activities undertaken pursuant hereto shall 
prevent any Partner, including the General Partner and its Affiliates and 
their officers, directors and employees, from engaging in the trading 
contemplated by this Partnership individually, jointly with others, or as a 
part of any other association to which any of them are or may become parties, 
in the same trades as the Partnership, or require any of them to permit the 
Partnership, the General Partner or any other Partner to participate in any 
of the foregoing.  As a material part of the consideration for each party's 
execution hereof, each Partner hereby waives, relinquishes and renounces any 
such right or claim of conflict of interest and participation from any other 
Partner.
 
(c) The General Partner is a corporation which was formed on October 15, 
1996, and neither it nor its principals have any prior experience in the 
management of a partnership which trades commodity futures or options, or any 
other securities. The past and future results of trading by the principals of 
the General Partner, both within and without the partnership, will be 
confidential and not disclosed to the other Partners.  Such positions taken 
by the principals may be the same as or different from any positions taken by 
the General Partner or any advisor to the Fund.  Nothing in this Section, or 
elsewhere in the Partnership Agreement, shall permit the General Partner to 
violate its fiduciary or legal obligations to the Partnership.
 
4.8  CONFLICTS OF INTEREST.  Significant actual and potential conflicts of 
interest exist in the structure and operation of the Partnership.  The 
General Partner has used its best efforts to identify and describe all 
potential conflicts of interest which may be present under this heading and 
elsewhere in the Partnership's Prospectus and the Exhibits attached thereto.  
Prospective investors should consider that the General Partner intends to 
assert that Partners have, by subscribing to the Partnership, consented to 
the existence of such potential conflicts of interest as are described in 
this Agreement and the Prospectus and its Exhibits, in the event of any claim 
or other proceeding against the General Partner, any principal of the General 
Partner, the CTAs, any Principal of the CTAs, the Partnership's FCM, or any 
principal of the FCM, the Partnership's IB or any principal or any Affiliate 
of any of them alleging that such conflicts violated any duty owed by any of 
them to said subscriber.  Specifically, the Selling Agent is Affiliated with 
the principal of the General Partner and, therefore, no independent due 
diligence of the Partnership or the General Partner will be made by a 
National Association of Securities Dealers, Inc. member. 

(a) MANAGEMENT OF OTHER EQUITY AND FOR THEIR OWN ACCOUNTS BY THE GENERAL 
PARTNER, THE CTAs, AND THEIR PRINCIPALS.  The right of both Ms. Shira Del 
Pacult, the principal of the General Partner, and the General Partner to 
manage and the actual management by the CTAs of accounts they or their 
Affiliates own or control and other commodity accounts and pools presents the 
potential for conflicts of interest.  There is no limitation upon the right 
of Ms. Pacult, the General Partner, the CTAs, or any of their Affiliates to 
engage in trading commodities for their own account. It is possible for these 
persons to take their positions in their personal accounts prior to the 
orders they know they are going to place for the money they manage for 
others.  The General Partner will obtain representations from all of these 
persons and their Affiliates that no such prior orders will be entered for 
their personal accounts.  The Partnership's CTAs will be effecting trades for 
his own accounts and for others (including other commodity pools in 
competition with this Pool) on a discretionary basis.  It is possible that 
positions taken by the CTAs for other accounts may be taken ahead of or 
opposite positions taken on behalf of the Partnership.  The General Partner 
and its principal, should they form other commodity pools, and the CTAs may 
have financial incentives to favor other accounts over the Partnership.  In 
the event the General Partner, any of its principal, or any CTA, or any of 
their principals trade for their own account, such trading records shall not 
be made available for inspection.  The General Partner and its principal do 
not presently intend to engage in trading for their own account.  The CTAs do 
intend to trade for their own account.  Any trading for their personal 
accounts by the General Partner, any commodity trading advisor selected to 
trade for the Partnership or any of their principals could present a conflict 
of interest in regard to position limits, timing of the taking of positions 
or other similar conflicts.  The result to the Partnership would be a 
reduction in the potential for profit should the entry or exit of positions 
be at unfavorable prices by virtue of position limits or entry of other 
trades in front of the Partnership trades by the General Partner or CTAs 
responsible for the management of the Partnership.

(b) POSSIBLE RETENTION OF VOTING CONTROL BY THE GENERAL PARTNER.  There is no 
limit upon the number of Units in the Partnership the General Partner and its 
principal and Affiliates may purchase.  It will be possible for them to vote, 
individually or as a block, to create a conflict with the best interests of 
the Partnership, in regard to the selection of commodity trading advisors 
which do not trade frequently to protect the nine percent (9%) fixed 
commission paid by the Partnership to the General Partner.

(c) GENERAL PARTNER TO REMAIN AGAINST POSSIBLE BEST INTEREST OF PARTNERSHIP.  
The General Partner's financial interest in the operation of the Partnership, 
creates a disincentive for it to voluntarily replace itself, even if such 
replacement would be in the best interest of the Partnership.  

(d) FEES AND CHARGES TO THE PARTNERSHIP PAID TO GENERAL PARTNER NOT 
NEGOTIATED.  The three percent (3%) management fee to the General Partner and 
the amount of the fixed commission of nine percent (9%) per year in lieu of 
round-turn brokerage commissions, payable to the IB that is Affiliated with 
the principal of the General Partner, have not been negotiated at arm's 
length.  The General Partner has a conflict of interest between its 
responsibility to manage the Partnership for the benefit of the Limited 
Partners and the General Partner's interest in receiving the management fee 
and the IB Affiliated with the principal of the General Partner receiving the 
difference between the fixed commission charged the Partnership and the 
actual transaction costs incurred by the FCM as a result of the frequency of 
trades entered by the CTAs.  See "Charges to the Partnership" in the 
Partnership's Prospectus.  The General Partner will select the CTAs to manage 
the Partnership assets and the CTAs determine the frequency of trading.  
Because the IB Affiliated with the General Partner will receive the 
difference between the brokerage commissions and other costs which will be 
paid on behalf of the Partnership and the fixed commission, the General 
Partner's best interests are served if it selects trading advisors which will 
trade the Partnership's Net Assets assigned to them in a way to minimize the 
frequency of trades to maximize the difference between the fixed commission 
and the round-turn commissions and other costs to trade charged by the FCM; 
i.e., it is in the best interest of the General Partner to reduce the 
frequency of trading rather than concentrate on the expected profitability of 
the CTAs without regard to frequency of trades.  This conflict is offset by 
the fact the General Partner does not select any of the trades and the CTAs 
is  paid an incentive of 15% of New Net Profits.  The arrangements between 
the General Partner and  the Partnership with respect to the payment of the 
commissions are consistent in cost with arrangements other comparable 
commodity pools have made to clear their trades.  These arrangements are fair 
to the Partnership and its investors because the General Partner has assumed 
the risk of frequency of trading, up to a maximum of three times the normal 
rate by the CTAs and has assumed all liability for the payment of trailing 
commissions.

(e) CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE.  Certain actual and 
potential conflicts of interest do exist in the structure and operation of 
the Partnership which must be considered by investors before they purchase 
Units in the Partnership.  See "Risk Factors", and "Conflicts of Interest" in 
the Partnership's Prospectus.  In addition, the Selling Agent is Affiliated 
with the principal of the General Partner and, therefore, no independent due 
diligence of the offering will be conducted for the protection of the 
investors.  The General Partner has taken steps to insure that the 
Partnership equity is held in segregated accounts at the banks and futures 
commission merchant selected and has otherwise assured the Selling Agent that 
all money on deposit is in the name of and for the beneficial use of the 
Partnership.

(f) GENERAL PARTNER TO DISCOURAGE REDEMPTIONS.  The General Partner has an 
incentive to withhold distributions and to discourage Redemption because the 
General Partner receives compensation based on the Net Asset Value of the 
Partnership assigned to the CTAs to trade. 

(g) HIGH RISK TRADING BY THE CTAs TO GENERATE INCENTIVE FEES.  As a general 
rule, the greater the risk assumed, the greater the potential for profit.  
Because the CTAs are compensated by the General Partner based on 15% of the 
New Net Profit of the Partnership, it is possible that the CTAs will select 
trades which are otherwise too risky for the Partnership to assume to earn 
the 15% incentive fee on the profit should that ill-advised speculative trade 
prove to be profitable.  

(h) IB AFFILIATED WITH THE GENERAL PARTNER TO RETAIN A SHARE OF THE 
COMMISSIONS.  The Partnership will pay a fixed brokerage commission of 9% per 
year, payable monthly to Futures Investment Company, an  introducing broker 
Affiliated with  the General Partner.  Futures Investment Company will retain 
so much of the fixed brokerage commission as remains after payment of the 
round turn brokerage commissions to the Futures Commission Merchant and the 
6% per year trailing commissions to the associated persons who service the 
Partners' accounts in the Partnership.  Because the principal of the General 
Partner, Ms. Shira Pacult, is also a principal in the IB and the Selling 
Agent, there is a likelihood that the Partnership will continue to retain the 
IB even though other IB's may be available to provide better service to the 
Partners and their accounts.

(i) NO RESOLUTION OF CONFLICTS PROCEDURES.  As is typical in many futures 
partnerships, the General Partner has not established formal procedures, and 
none are expected to be established in the future, to resolve the potential 
conflicts of interest which may arise.  It will be extremely difficult, if 
not impossible, for the General Partner to assure that these and  future 
potential conflicts will not, in fact, result in adverse consequences to the 
Partnership or the Limited Partners.  The foregoing list of risk factors and 
conflicts of interest is complete as of the date of this Prospectus, however, 
additional risks and conflicts may occur which are not presently foreseen by 
the General Partner.  Investors are not to construe this Prospectus as legal 
or tax advice.  Before determining to invest in the Units, potential 
investors should read this entire Agreement as well as the Partnership's 
Prospectus and the subscription agreement, and consult with their own 
personal legal, tax, and other professional advisors as to the legal, tax, 
and economic aspects of a purchase of Units and the suitability of such 
purchase for them.  See "Investor Suitability" in the Partnership's 
Prospectus.  

(j) INTERESTS OF NAMED EXPERTS AND COUNSEL.  The General Partner has employed 
The Scott Law Firm, P.A. to prepare this Prospectus, provide certain tax 
advice and opine upon the legality of the issuance of the Units.  Neither the 
Law Firm nor its principal, nor any accountant or other expert employed by 
the General Partner to render advice in connection with the preparation of 
the Prospectus or any documents attendant thereto, have been retained on a 
contingent fee basis nor do they have any present interest or future 
expectation of ownership in the Partnership or its General Partner or the 
Underwriter or the CTAs or the IB or the FCM. 

4.9  LIMITATION OF POWERS.  Without concurrence of a Majority in Interest, 
the General Partner may not:

(a) Amend this Agreement except for those amendments which do not adversely 
affect the rights of the Limited Partners.

(b) Voluntarily withdraw as a General Partner.

(c) Appoint a new General Partner or additional general partners; provided, 
however, additional general partners may be appointed without obtaining the 
consent of a Majority in Interest if the addition of such person is necessary 
to preserve the tax status of the Partnership as a partnership and not as a 
corporation; and such additional general partner has no authority to manage 
or control the Partnership and the admission of such additional general 
partner does not materially adversely affect the Limited Partners. 

(d) Sell all or substantially all of the Partnership assets other than in the 
ordinary course of business.

(e) Cause the merger or other reorganization of the Partnership.

(f) Dissolve the Partnership other than because of an event, which by law, 
requires such dissolution.

                                  ARTICLE V

                Rights and Obligations of Limited Partners

5.1  LIMITATION OF LIABILITY.  No Limited Partner shall be personally liable 
for any of the debts of the Partnership or any of the losses thereof.  
However, the amount committed by him to the Capital of the Partnership and 
his interest in Partnership assets shall be subject to liability for 
Partnership debts and obligations.  Limited Partners may be liable to repay 
any wrongful distribution of profits to them and may be liable for 
distributions (with interest thereon) considered to be a return of Capital if 
necessary to satisfy creditors of the Partnership.

5.2  NO MANAGEMENT RIGHTS.  No Limited Partner shall take part in the 
management of the business of the Partnership or transact any business for 
the Partnership.  No Limited Partner, as such, shall have the power to sign 
for or to bind the Partnership.

5.3  CERTAIN RIGHTS.  Provided the following, does not either (i) subject the 
Limited Partners to unlimited liability or (ii) subject the Partnership to be 
taxable as a Corporation for purposes of Federal Income tax laws, the 
Partners, by a vote of a Majority in Interest, without the necessity for 
concurrence by the General Partner, shall have the following rights in 
addition to those granted elsewhere in this Agreement:

(a) Amend the Partnership Agreement; provided, however, any amendment which 
modifies the compensation or distributions to the General Partner or which 
affects the duties of the General Partner requires the consent of the General 
Partner. 
 
(b) The General Partner may be removed and a new General Partner elected in 
accordance with the terms of this Agreement.
 
(c) Cancel any contract for services with the General Partner, without 
penalty, upon 60 days written notice; provided, however, the maximum period 
of any contract between the General Partner and the Partnership is one year; 
and, provided further, should any amendment to this Partnership Agreement 
attempt to modify the compensation or distributions to which the General 
Partner is entitled or which affects the duties of the General Partner, such 
amendment will become effective only upon the consent of the General Partner. 
 
(d) The right to approve, prior to sale, the sale or distribution, outside 
the ordinary course of business, of all or substantially all of the assets of 
the Partnership.

(e) Dissolve the Partnership.
 
(f) Any material changes in the Partnership's basic investment policies 
identified in Article III including, but not limited to, the speculation and 
trade in commodity futures, forward futures contracts, and options upon those 
contracts both within and without the United States or the structure of the 
Partnership as a limited partnership requires prior written notification of a 
meetings which identifies the purpose of the meeting and the approval by a 
vote of the Majority in Interest of the Partners. 

5.4  GENERAL PARTNER ACTION WITHOUT LIMITED PARTNER APPROVAL.

Notwithstanding anything in this Agreement, particularly section 5.3, to the 
contrary, the General Partner may amend this Agreement without any vote, 
consent, approval, authorization or other action of any other Partner and 
without notice to any other Partner to:
 
(a) add to the representations, duties or obligations of the General Partner 
or its Affiliates or surrender any right or power granted to the General 
Partner or its Affiliates in this Agreement for the benefit of the Limited 
Partners;
 
(b) cure any ambiguity, correct or supplement any provision in this Agreement 
which may be inconsistent with any other provision in this Agreement, or make 
any other provisions with respect to matters or questions arising under this 
Agreement which will not be inconsistent with the intent of this Agreement;
 
(c) delete or add any provision of this Agreement required to be so deleted 
or added by the staff of the Securities and Exchange Commission, or by a 
state securities law administrator or similar such official, which addition 
or deletion is deemed by such official to be for the benefit or protection of 
the Limited Partner or does not have a material adverse effect on the Limited 
Partners generally or the Partnership;
 
(d) reflect the withdrawal, expulsion, addition or substitution of Partners;
 
(e) reflect the proposal, promulgation or amendment of Regulations under Code 
section 704, or otherwise, to preserve the uniformity of interest in the 
Partnership issued or sold from time to time, if, in the opinion of the 
General Partner, the amendment does not have a material adverse effect on the 
Limited Partners generally;
 
(f) elect for the Partnership to be bound by any successor statute to the 
Act, if, in the opinion of the General Partner, the amendment does not have a 
material adverse effect on the Limited Partners generally;
 
(g) conform this Agreement to changes in the Act or interpretations thereof 
which, in the exclusive desecration of the General Partner, it believe 
appropriate, necessary or desirable, if, in the General Partner's reasonable 
opinion, such amendment does not have a materially adverse effect on the 
Limited Partners generally or the Partnership;
 
(h) change the name of the Partnership;
 
(i) conform the provisions of this Agreement to any applicable requirements 
of Federal of state law which, in the exclusive discretion of the General 
Partner, it believes appropriate, necessary or desirable, if, in the General 
Partner's reasonable opinion, such amendment does not have a material adverse 
effect on the Limited Partners generally or the Partnership; and
 
(j) make any change which, in the exclusive discretion of the General 
Partner, is advisable to qualify or to continue the qualification of the 
Partnership as a limited partnership or a partnership in which the Limited 
Partners have limited liability under the laws of any state or that is 
necessary or advisable, in the exclusive discretion of the General Partner, 
so that the Partnership will not be treated as an association taxable as a 
corporation for Federal income tax purposes.  

5.5  EXPULSION OF LIMITED PARTNERS. Anything herein to the contrary 
notwithstanding, 

(a)  no Partner, including any corporation, partnership, trust or other 
entity may, at any time, have an ownership percentage of ten percent or more 
of the aggregate ownership percentages of the Limited Partners.  If, at any 
time, the General Partner determines that any Limited Partner has an 
ownership percentage of ten percent or more, the Partnership may, in the 
General Partner's exclusive discretion, cause a Redemption by that  Limited 
Partner of the number of Units necessary or advisable to reduce that Limited 
Partner's ownership percentage to less than ten percent.  The Redemption 
shall be effective as of the next Redemption date or such other Redemption 
date, at the discretion of the General Partner. 

(b)  the General Partner has the right, in its sole discretion, to raise or 
lower the minimum investment in the Partnership required for the admission or 
retention of Units in the Partnership by a Partner.  In the event the General 
Partner does raise the minimum investment in the Partnership to an amount in 
excess of any Partners Capital account, the Partnership shall provide notice 
to the Partner of such event and allow the Partner 30 days to raise the 
Capital account for that Partner to such raised amount, or more.  In the 
event the Partner does not so raise his Capital account to such minimum 
amount, the Partner shall be deemed to have elected to withdraw from the 
Partnership and all of his Units shall be redeemed at the next redemption 
date as provided in this Agreement.

5.6  NOTIFICATION.  Notice shall be sent to each Partner within seven 
business days from the date of:

(a)  any decline in the Net Asset Value Per Unit to less than 50% of the Net 
Asset Value on the last Valuation Date;
 
(b)  any material change in contracts with the FCM or CTA including, but not 
limited to, any change in CTAs or any modification in connection with the 
method of calculating the incentive fee;
 
(c) any other material change affecting the compensation of the General 
Partner, FCM, CTA or any Affiliated party;

5.7  NOTIFICATION CONTENTS.

(a) a material change related to brokerage commissions shall not be made 
until notice is given and the Partners, after such notice, have the 
opportunity to Redeem pursuant to Article IX;
 
(b) in addition, in regard to all other changes, the required notification 
shall describe the change in detail, include a description of the Partners' 
Redemption rights pursuant to Article IX and voting rights pursuant to this 
Article V and a description of any material effect such changes may have on 
the interests of the Partners.

5.8  EXERCISE OF RIGHTS.  Upon receipt of a written request, executed by the 
holders of Units aggregating ten percent (10%) or more of the Units, for a 
vote upon and to take action with respect to any rights of the Partners under 
this Agreement, together with a check for the costs to distribute the request 
to all of the Partners, the General Partner shall call a meeting of all 
Partners of the Partnership in the time and manner as provided in Section 8.7 
hereof.

5.9  EXAMINATION OF BOOKS AND RECORDS.  A Limited Partner shall have the 
right to examine the books and records of the Partnership at all reasonable 
times, including the right to have such examination conducted at his sole 
expense by any reasonable number of representatives.  Notwithstanding the 
foregoing, the General Partner may keep and withhold the names of the other 
Partners, specific trading and other designed information confidential from 
the Partners.

                                 ARTICLE VI

                  Assignment of Limited Partnership Units;
                       Admission of Limited Partners

6.1  RESTRICTION ON ASSIGNMENT.  A Partner may not assign or transfer some or 
all of his Units in the Partnership without the written consent of the 
General Partner; provided, however, that in no event may an assignment be 
made or permitted until after two years from the date of purchase of such 
assigned or transferred Units(s) by said Partner; and, provided, further, 
that full Units must be assigned and the assignor, if he is not assigning all 
of his Units, will retain more than five Units.  Any such assignment shall be 
subject to all applicable securities, commodity, and tax laws and the 
regulations promulgated under each such law.  The General Partner shall 
review any proposed assignment and shall withhold its consent in the event it 
determines, in its sole discretion, that such assignment could have an 
adverse effect on the business activities or the legal or tax status of the 
Partnership. 

6.2  QUALIFIED PLAN RESTRICTIONS.  In no event shall a Partner be entitled to 
transfer all or part of a Partnership interest if, under applicable United 
States Department of Labor regulations, such transfer would result in 
Partnership interests, excluding the interests of the General Partner, valued 
at or in excess of twenty-five percent of the value of all outstanding 
Partnership interests, excluding the interests of the General Partner, being 
held by the following persons or entities:

(a) employee benefit plans (as defined in section 3(3) of the Federal 
Employee Treatment Income Security Act of 1974, as amended ("ERISA"), whether 
or not such plans are subject to the provisions of Title I of ERISA,
 
(b) plans described in section 4975 (e)(1) of the Code, and
 
(c) entities (such as a common or collective trust funds of a bank) whose 
underlying assets include plan assets by reason of a plan's investment in the 
entity.

6.3  DOCUMENTATION OF ASSIGNMENT.  The General Partner shall furnish to the 
assigning Limited partner a proper form to duly effect such assignment.  The 
General Partner shall not be required to recognize any assignment and shall 
not be liable to the assignee for any distributions made to the assigning 
Limited Partner until the General Partner has received such form of 
assignment, properly executed with signature guaranteed, together with the 
Certificate of Ownership originally issued to the Limited Partner (or an 
indemnity bond in lieu therefor) and such evidence of authority as the 
General Partner may reasonably request and the General Partner shall have 
accepted such assignment.

                                ARTICLE VII

               Accounting Records, Reports and Distributions

7.1 DISTRIBUTIONS.  Each Partner will have a Capital account, and its initial 
balance will be the amount the Partner paid for the Partner's Units.  The Net 
Assets of the Partnership will be determined monthly, and any increase or 
decrease from the end of the preceding month will be added to or subtracted 
from the accounts of the Partners in the ratio that each account bears to all 
accounts.  Distributions from profits or Capital will  be made solely at the 
discretion of the General Partner. 

7.2  BOOKS OF ACCOUNT.  Proper books of account shall be kept and there shall 
be entered therein all transactions, matters and things relating to the 
Partnership's business as required by applicable law and the regulations 
promulgated thereunder and as are usually entered into books of account kept 
by persons engaged in business of like character.  The books of account shall 
be kept at the principal office of the General Partner and each Limited 
Partner (or any duly constituted agent of a Limited Partner) shall have, at 
all times during reasonable business hours, free access, subject to rules of 
confidentiality established by the General Partner, the right to inspect and 
copy the same.  Such books of account shall be kept on an accrual basis.  A 
Capital account shall be established and maintained from each Partner, as set 
forth above.

(a) Each Partner shall be furnished as of the end of each Fiscal Year with 
(1) annual financial statements, audited by a certified public accountant, 
within 90 days from the end of such year; together with such other reports 
(in such detail) as are required to be given to Partners by applicable law, 
specifically, annual and periodic reports will be supplied by the General 
Partner to the other Partners in conformance with the provisions of CFTC 
regulations for Reporting to Pool Participants, 17 C.F.R. Section 4.22, as 
amended, from time to time, and, (2) any other reports or information which 
the General Partner, in its sole discretion, determines to be necessary or 
appropriate.
 
(b) Appropriate tax information (adequate to enable each Partner to complete 
and file his Federal tax return) shall be delivered to such Partner no later 
than January 31 following the end of each Calendar Year.

7.3  CALCULATION OF NET ASSET VALUE.  Net Asset Value shall be calculated 
daily and reports delivered to Partners as of the last day of each month by 
the 20th of the following month.  Upon request, the General Partner shall 
make available to any Partner the Net Asset Value per Unit.

7.4  MAINTENANCE OF RECORDS.  The General Partner shall maintain all records 
as required by law including, but not limited to, (1) all books of account 
required by paragraph 7.1 of this Article VII; and, (2) a record of the 
information obtained to indicate that a Partner meets the applicable investor 
suitability standards.
 
7.5  TAX RETURNS  The General Partner shall cause tax returns for the 
Partnership to be prepared and timely filed with the appropriate authorities.  
The General Partner shall cause the Partnership to pay any taxes payable by 
the Partnership; provided, however, that the General Partner shall not be 
required to cause the Partnership to pay any tax so long as the General 
Partner or the Partnership shall be in good faith and by appropriate means 
contesting the applicability, validity or amount thereof and such contest 
shall not materially endanger any right or interest of the Partnership.

7.6  TAX ELECTIONS  The General Partner shall from time to time, make such 
tax elections or allocations deemed necessary or desirable to carry out the 
business of the Partnership or the purposes of this Agreement.  The General 
Partner shall be authorized to perform all duties imposed by Sections 6221 
through 6232 of the Internal Revenue Code on the General Partner as "tax 
matters partner" of the Partnership, including, but not limited to, the 
following: (i) the power to conduct all audits and other administrative 
proceedings with respect to Partnership tax items; (ii) the power to extend 
the statute of limitations for all Limited Partners with respect to 
Partnership tax items; (iii) the power to file a petition with an appropriate 
federal court for a review of a final Partnership administrative adjustment; 
and, (iv) a power of attorney on behalf of each Limited Partner having less 
than a 1% interest in the Partnership to enter into a settlement with the 
Internal Revenue Service on behalf of, and binding upon, those Limited 
Partners unless any said Limited Partner shall have notified the Internal 
Revenue Service and the General Partner, within 30 days of service of the 
notice of claim up said Limited Partner, that the General Partner may not act 
on such Limited Partner's behalf. 

                               ARTICLE VIII

                   Amendments of Partnership Agreement

8.1  RESTRICTION ON AMENDMENTS.  No amendment to this Agreement shall be 
effective or binding upon the partners unless the same shall have been 
approved by a Majority in Interest of the Partners; provided, however, the 
General Partner may adopt amendments without such approval which are, in the 
sole judgment of the General Partner, deemed necessary or desirable to 
maintain the business or limited partnership or other favorable tax status of 
the Partnership, or permit a Public Offering of the Units, or to maintain the 
Partnership and the General Partner and its principals in compliance with the 
laws which govern the business, including the requirements of any self 
regulatory organization, or to substitute or add persons as Limited Partners.

8.2  ADMISSION OF ADDITIONAL PARTNERS.  At any time, the General Partner may, 
in its sole discretion and subject to applicable law, admit additional 
Partners.  Each newly admitted Partner shall contribute cash equal to the Net 
Asset Value Per Unit of the Partnership for each Unit to be acquired.  The 
terms of any additional offering may be different from the terms of the 
initial offering.  All expenses of any such additional offering shall be 
borne by the either the Partnership or the subscribers thereto, as determined 
in the sole discretion of the General Partner.  Pursuant to Article VI, the 
General Partner may consent to and admit any assignee of Units as a 
substituted Partner.  There is no maximum aggregate amount of Units which may 
be offered and sold by the Partnership or on the amount of contributions 
which may be received by the Partnership.

8.3  TERMINATION OF OFFERINGS; ADDITIONAL OFFERINGS.  Notwithstanding 
anything stated herein to the contrary, the General Partner may from time to 
time, in its sole discretion, limit the number of Units to be offered, 
terminate any offering of Units, or register additional Units and/or make 
additional public or private offerings of Units.  No Limited Partner shall 
have any preemptive, preferential or other rights with respect to the 
issuance or sale of any additional Units.  No Limited Partner shall have the 
right to consent to the admission of any additional Limited Partners.  

8.4  NOTICE OF RESTRICTED TRANSFER.  Each certificate of Limited Partnership 
shall be subject to and contain the following notice: 

THE LIMITEDPARTNER MUST DETERMINE IF THE PARTNERSHIP INTERESTS REPRESENTED BY 
THIS LIMITED PARTNERSHIP AGREEMENT MAY BE TRANSFERRED IN ACCORDANCE WITH 
APPLICABLE FEDERAL AND STATE LAWS AND REFERENCE MUST BE MADE TO THE OFFERING 
DOCUMENTATION AND LEGAL COUNSEL CHOSEN BY THE INVESTOR TO DETERMINE THE RIGHT 
OF THE INVESTOR TO RESELL THE UNITS EVIDENCED HEREBY. THESE LIMITED 
PARTNERSHIP INTERESTS SHALL NOT BE TRANSFERABLE BY THE REGISTERED HOLDER 
EXCEPT BY CONSENT OF THE GENERAL PARTNER AND AS OTHERWISE PROVIDED INTHE 
PARTNERSHIP AGREEMENT AND UPON THE ISSUANCE OF A FAVORABLE OPINION OF COUNSEL 
FOR THE LIMITED PARTNERSHIP, AND/OR SUBMISSION TO THE LIMITED PARTNERSHIP OF 
SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE LIMITED PARTNERSHIP, THAT 
SUCH TRANSFER WILL NOT  BE IN VIOLATION OF THEUNITED STATES SECURITIES ACT OF 
1933, AS AMENDED, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER, AND 
APPLICABLE STATE SECURITIES LAWS.

8.5  MEETINGS OF PARTNERS.  Upon receipt of a written request, together with 
the costs to distribute such request to all Partners, executed by Partners 
holding ten percent (10%) or more of the Units, for the calling of a meeting 
of the Partners or should the General Partner desire a meeting for any 
purpose, the General Partner shall, within fifteen (15) days thereafter, 
provide written notice, either in person or by certified mail, after the date 
of receipt of said notice.  Such written notice shall state the purpose of 
the meeting, specify a reasonable time, place, and date, which shall be not 
less than thirty (30) or more than sixty (60) days thereafter.  An Amendment 
shall be adopted and binding upon all parties hereto if a Majority in 
Interest of the Partners vote for the adoption of such amendment.  Partners 
may vote in person or by written proxy delivered to any such meeting.  
Meetings of Partners may also be held by conference telephone where all 
Partners can hear one another.

8.6  RIGHT OF GENERAL PARTNER TO RESIGN.  The General Partner may resign or 
assign any portion of its interest in the Partnership at anytime to a third 
party and become a Limited Partner with respect to the balance of its 
interest in the Partnership, if any, if it provides one hundred twenty (120) 
days prior written notice to all other Partners of its intention to resign 
and states in such notice the name of the intended assignee who is to become 
substitute General Partner and the information reasonably appropriate to 
enable the Partner to decide whether or not to approve the substitution or, 
in the alternative, provide that the partners must elect a successor general 
partner.  In the event of the voluntary withdrawal by the General Partner, 
the General Partner shall pay the legal fees, recording fees and all other 
expenses incurred as a result of its withdrawal.  Upon resignation, the 
General Partner shall be paid the items identified in Section 8.7 below.

8.7  AMENDMENT INVOLVING SUCCESSOR GENERAL PARTNER.  Should a resignation or 
an amendment to the Agreement provide for a change in the general partner 
upon the conditions provided in this Agreement, the election and admission of 
a person or persons as a successor or successors to the General Partner, 
shall require the following conditions: the General Partner shall retire and 
withdraw as General Partner and the Partnership business shall be continued 
by the successor general partner or general partners, and such amendment 
shall expressly provide that on or before the effective date of removal.

(a) The General Partner shall be permitted to Redeem 100% of its Units ten 
(10) days prior to the effective date of its removal in cash equal to the Net 
Asset Value of such General Partner's interest in the Partnership.
 
(b) The Partnership shall pay to the removed General Partner an amount equal 
to the Appraised Value of such General Partner's assets to be transferred to 
the successor General Partner to enable the successor to continue the 
business of the Partnership.  The Appraised Value of the withdrawing General 
Partner's interest in the Partnership shall equal such General Partner's 
interest in the sum of (1) the Expenses advanced by the General Partner to 
the Partnership, (2) all cash items, (3) all prepaid expenses and accounts 
receivable less a reasonable discount for doubtful accounts, and (4) the net 
book value of all other assets, unless the withdrawing General Partner of the 
successor General Partner believes that the net book value of an asset does 
not fairly represent its fair market value in which event such General 
Partner shall cause, at the expense of the Partnership, an independent 
appraisal to be made by a person selected by the General Partner with 
approval of a Majority in Interest of the Partners to determine its value.
 
(c) The successor General Partner or Partners shall indemnify the former 
General Partner for all future activities of the Fund.

                                 ARTICLE IX

                  Dissolution, Liquidation and Redemption

9.1  DISSOLUTION.  The Partnership shall be dissolved, and shall terminate 
and wind-up its affairs, upon the first to occur of the following:

(a) the affirmative vote of a Majority in Interest of the Partners adopting 
an amendment to this Agreement providing for the dissolution of the 
Partnership;
 
(b) the sale, exchange, forfeiture or other disposition of all or 
substantially all the properties of the Partnership out of the ordinary 
course of business;
 
(c) the resignation of the General Partner after one hundred twenty days 
notice to the Partners, of the bankruptcy, insolvency or dissolution, or 
failure of the General Partner to maintain sufficient Net Worth to qualify 
the Partnership as a partnership for Federal Income Tax purposes or as 
required by the NASAA Guidelines in effect at the time the Units were sold, 
without a successor, promptly after any such event, but in no event beyond 
one hundred twenty (120) days after the effective date of such event;
 
(d) at 11:59 p.m. on the day which is twenty-one (21) years from the date of 
this Agreement; or
 
(e) any event which legally dissolves the Partnership.

9.2  EFFECT OF LIMITED PARTNER STATUS. The death, legal disability, 
bankruptcy, insolvency, dissolution, or withdrawal of any Limited Partner 
shall not result in the dissolution or termination of the Partnership, and 
such Limited Partner, his estate, custodian or personal representative shall 
have no right to withdraw or value such Limited Partner's interest in the 
Partnership except as provided in Paragraph 9.3.  Each Limited Partner (any 
assignee thereof) expressly agrees that the provisions of the Act, as 
amended, titled "Powers of Legal Representative or Successor of Deceased, 
Incompetent, Dissolved or Terminated Partner", shall not apply to his 
interest in the Partnership and expressly waives any rights and benefits 
thereunder.  Each Limited Partner (and any assignee of such Partner's 
interest) expressly agrees that in the event of his death, that he waives on 
behalf of himself and his estate, and he directs the legal representative of 
his estate and any person interested therein to waive the furnishing of any 
inventory, accounting or appraisal of the assets and any right to an audit or 
examination of the books of the Partnership.  The General Partner may assign, 
sell, or otherwise dispose of all or any portion of its shares of common 
stock without any legal effect upon the operation of the Partnership and no 
Limited Partner may object to any such transfer.

9.3  LIQUIDATION. Upon the termination and dissolution of the Partnership, 
the General Partner (or in the event the dissolution is caused by the 
dissolution or the cessation to exist as a legal entity of the General 
Partner, voluntary withdrawal, bankruptcy or insolvency, such person as the 
Majority in Interest of the Partners may select) shall act as liquidating 
trustee and shall take full charge of the Partnership assets and liabilities. 
Thereafter, the business and affairs of the Partnership shall be wound up and 
all assets shall be liquidated as promptly as is consistent with obtaining 
the fair value thereof, and the proceeds therefrom shall be applied and 
distributed in the following order:  (i) to the expenses of liquidation and 
termination and to creditors, including the General Partner, in order or 
priority as provided by law, and (ii) to the Partners pro rata in accordance 
with his or its Capital account, less any amount owed by such Partner to the 
Partnership.

9.4  RETURN OF CAPITAL CONTRIBUTION SOLELY OUT OF ASSETS.  A Partner shall 
look solely to the properties and assets of the Partnership for the return of 
his Capital Contribution, and if the properties and assets of the Partnership 
remaining after the payment or discharge of the debts and liabilities of the 
Partnership are insufficient to return his Capital Contribution, he shall 
have no recourse against the General Partner or any other Limited Partner for 
that purpose.

9.5  REDEMPTION.  A Partner (including any approved assignee who becomes a 
Limited Partner) may withdraw any part or all of his Capital Contribution and 
undistributed profits, if any, by requiring the Partnership to redeem any or 
all of his Units at the Net Asset Value thereof (such withdrawal being herein 
referred to as "Redemption").  Redemption shall be effective as of the last 
day of the period established, from time to time, by the General Partner for 
Redemptions.  Such Redemptions shall be no less often than quarterly;  
provided, however, Redemption may be deferred until after the lapse of six 
months from the date of purchase of the Units.

9.6  REDEMPTION PROCEDURES.  Redemption shall be after all liabilities, 
contingent, accrued, reserved in amounts determined by the General Partner 
have been deducted and there remains property of the Partnership sufficient 
to pay the Net Unit Value as defined in Paragraph 1.3(b).  As used herein, 
"request for Redemption: shall mean a letter mailed or delivered by a Partner 
and received by the General Partner at least 10 days in advance of the 
effective date for which Redemption is requested.  Upon Redemption, a Partner  
shall receive, on or before the last day of the following month, an amount 
equal to the Net Unit Value per Unit redeemed as of the date for which the 
request for Redemption was received, less accrued expenses and any amount 
owed by such Partner to the Partnership. Redemption is subject to a 
Redemption fee to be paid by the Partners as provided below; provided, 
however, no Partner other than the initial Limited Partner, may redeem any 
Units until the last day of the sixth month after the commencement of 
trading.   All Redemption requests shall be subject to the following:

(a) Under special circumstances including, but not limited to, the inability 
to liquidate positions as of such Redemption date or default or delay in 
payments due the Partnership from banks, brokers, or other persons, the 
Partnership may in turn delay payment to Partners requesting Redemption of 
Units of the proportionate part of the Net Unit Value represented by the sums 
which are the subject of such delay or default.
 
(b) The General Partner in its sole discretion may, upon notice to the 
Partners, declare additional Redemption dates and may cause the Partnership 
to redeem fractions of Units and, prior to registration of Units for public 
sale, redeem Units held by Partners who do not hold the required minimum 
amount of Units established, from time to time, by the General Partner.
 
(c) Redemption of Units shall be charged a redemption fee, payable to the 
Partnership, to be applied first to pay organization costs and, thereafter, 
to the benefit of the other Partners in proportion to their Capital accounts, 
equal to four percent (4%) for all Redemptions effective during the first six 
(6) months after commencement of trading.  Thereafter, there will be a 
reduction of one percent (1%) for each six (6) months the investment in the 
Units remained invested in the Fund after the initial six months; i.e., 7-12 
months a Redemption fee of 3%, 12-18 months 2%, 18-24 months 1%, and, 
thereafter, no redemption fee. The initial Limited Partner may withdraw from 
the Partnership at the time the Minimum number of Units are sold without 
payment of a Redemption fee.

9.7  SPECIAL REDEMPTION.  In the event the Net Asset Value per Unit falls to 
less than fifty percent (50%) of the Net Asset Value established by the 
greater of the initial offering price of one thousand dollars ($1,000), less 
commissions and other charges, or such higher value earned after payment of 
the incentive fee for the addition of profits, the General Partner shall 
immediately suspend all trading, provide immediate notice, in accordance with 
the terms of this Agreement, to all Partners of the reduction in Net Asset 
Value, and afford all Partners the opportunity for fifteen (15) days after 
the date of such notice to Redeem their Units in accordance with the 
provisions of Section 9.5 and 9.6, above.  No trading shall commence until 
after such fifteen day period.

                                 ARTICLE X

                Nature of Partner's Liabilities for Claims

10.1  PROSECUTION OF CLAIMS.  The General Partner shall arrange to prosecute, 
defend, settle or compromise actions at law or in equity or with any self 
regulatory organizations at the expense of the Partnership as such may be 
necessary or desirable to enforce, protect, or maintain Partnership 
interests.

10.2  SATISFACTION OF CLAIMS.  The General Partner shall satisfy any claims 
against, errors asserted, or other liability of the Partnership and any 
judgment, decree, decision or settlement, first out of any insurance proceeds 
available therefor, next, out of Partnership assets and income, and finally 
out of the assets and income of the General Partner.  

10.3  GENERAL PARTNER DECISION. The decisions made by the General Partner in 
regard to the prosecution or settlement of claims, errors, and other 
liabilities, will be final and binding without right of appeal or other legal 
action by the other Partners or the Partnership. 

10.4  EXONERATION, INDEMNIFICATION, AND NO ANTICIPATION OF PAYMENTS.  The 
General Partner shall not be liable to the Partnership or the Partners for 
any failure to comply with its obligations hereunder except for breach of 
fiduciary obligation owed to the partnership or negligence on its part in the 
management of Partnership affairs or violation of Federal and state  
securities laws in connection with the offering of Units for sale.  In 
addition:

(a) The General Partner will be indemnified for liabilities and expenses 
arising from any threatened, pending or completed action or suit in which it 
or any affiliate is a party or is threatened to be made a party by reason of 
the fact that it is or was the General Partner of the Partnership (other than 
an action by the Partnership or a Partner against the General Partner which 
is finally resolved in favor of the Partnership or Partner).  The Partnership 
will indemnify the General Partner and its affiliates against expenses, 
including attorney's fees, judgments and amounts paid in settlement of an 
action, suit or proceeding if it has acted in good faith and in a manner it 
reasonably believed to be in or not opposed to the best interest of the 
Partnership, and provided that its conduct did not constitute negligence, 
willful or wanton misconduct or a breach of fiduciary obligations in the 
performance of its duty to the Partnership or a violation of the securities 
laws.  The termination of any action, suit or proceeding by judgment, order 
or settlement against the Partnership shall not of itself create a 
presumption that the General Partner or any affiliate did not act in good 
faith and not in the best interest of the Partnership; provided, however, any 
advance of funds to the General Partner to pay such costs and expenses must 
be preceded by all of the following: (i) a determination by the General 
Partner that, in good faith, the course of conduct which caused the loss or 
liability was in the best interests of the Partnership; and, (ii) the General 
Partner was acting on behalf of or performing services for the Partnership; 
and, (iii) such asserted claim or liability or loss to the claimant was not 
the result of negligence or misconduct by the General Partner; and, (iv) such 
indemnification or agreement to hold harmless is recoverable only out of the 
assets of the Partnership and not from the Partners.
 
In any threatened, pending or completed action or suit by or in the right of 
the Partnership, to which the General Partner or an Affiliate was or is a 
party or is threatened to be made a party, involving an alleged cause of 
action by a Partner for damages arising from the activities of the General 
Partner in the performance of the sale of Units or management of the internal 
affairs of the partnership as proscribed by this Agreement or by Federal or 
the State of Delaware or any other state laws, the Partnership shall 
indemnify such General Partner against expenses, including attorneys' fees 
and costs, actually and reasonably incurred by such General Partner or 
Affiliate in connection with the defense or settlement of such action or suit 
if it acted in good faith and in a manner it reasonably believed to be in or 
not opposed to the best interests of the Partnership, except that no 
indemnification shall be made in respect of any claim, issue or matter as to 
which the General Partner shall have been adjudged to be liable for 
intentional misconduct, or breach of fiduciary obligations or violation of 
securities laws in the performance of its duty to the Partnership unless and 
only to the extent that the court or administrative proceeding in which such 
action or suit was brought shall determine upon application, that, despite 
the adjudication of liability, in view of all circumstances of the case, the 
General Partner or Affiliate is reasonably entitled to indemnification for 
such expenses as such court shall deem proper; provided, however, 
notwithstanding any other provisions of this Agreement, the Partnership shall 
advance or pay the General Partner or any of its Affiliates for legal 
expenses and other costs incurred as a result of any legal action which 
alleges a breach of the Federal or state securities laws only if the 
following conditions are satisfied:  (i) the legal action relates to acts or 
omissions with respect to the performance of duties or services on behalf of 
the Partnership; (ii) the legal action is initiated by a third party who is 
not a Limited Partner, or the legal action is initiated by a Limited Partner 
and an independent arbitration panel, administrative law judge, or court of 
competent jurisdiction specifically approves such advancement; and, (iii) the 
General Partner or its Affiliates undertake to repay the advanced funds to 
the Partnership, together with the applicable legal rate of interest thereon, 
in cases which such party is not entitled to indemnification under NASAA 
Guideline II.F.
 
To the extent that a General Partner or an Affiliate has been successful on 
the merits or otherwise in defense of any action, suit or proceeding referred 
to above or in defense of any claim, issue or other matter related to the 
Partnership or any other Partner or person who applied to be a Partner, the 
Partnership shall indemnify such General Partner against the expenses, 
including attorneys' fees and costs, actually and reasonably incurred by it 
in connection therewith.
 
(b) The indemnification of a General Partner shall be limited to and 
recoverable only out of the assets of the Partnership.  Notwithstanding the 
foregoing, the Partnership's indemnification of the General Partner shall be 
limited to the amount of such loss, liability or damage which is not 
otherwise compensated for by insurance carried for the benefit of the 
Partnership.
 
(c) Notwithstanding any provision in this Agreement to the contrary, the 
Partnership shall not advance the expenses or pay for any insurance to pay 
for the costs of the defense or any liability which is prohibited from being 
indemnified pursuant to NASAA Guideline II.F.  Specifically, no 
indemnification which is the result of negligence or misconduct by the 
General Partner or for any allegation of a violation of the Federal or state 
securities laws by or against the General Partner, any broker/dealer or any 
other party unless there has been a successful adjudication on the merits of 
each count involving alleged securities law violation as to the General 
Partner or broker/dealer or such other party; or a court of competent 
jurisdiction approves a settlement of the claims against the General Partner 
or any broker/dealer or any other party and finds, specifically, that the 
indemnification of the settlement and related costs should be made after the 
court of law has been made aware that the Securities and Exchange Commission 
opposes such indemnification and the position of any applicable state 
securities regulatory authority where the Partnership Interests were offered 
or sold without the compliance with specific conditions upon such 
indemnification and the action covered satisfies the provisions of Section 
10.4 (a) of this Agreement.  Any change in the requirements imposed by the 
Securities and Exchange Commission and the state securities administrators in 
regard to indemnification shall cause a corresponding change in the right of 
the General Partner to indemnification.  
 
(d) The indemnification of the General Partner provided in this Article shall 
extend to any employee, agent, attorney, certified public accountant, or 
Affiliate of the Partnership and the General Partner.
 
(e) The Partnership shall indemnify, to the extent of the Partnership assets, 
each Partner against any claims of liability asserted against a Partner 
solely because he is a Partner in the Partnership.
 
(f) In the event the Partnership or any Partner is made a party to any claim, 
dispute or litigation or otherwise incurs any loss or expense, as a result of 
or in connection with any Partner's activities unrelated to the Partnership 
business or as a result of an unfounded claim against the Partnership or any 
other Partner brought as a result of alleged actions by said Partner, the 
Partner which was responsible for the allegations which caused such loss or 
expense shall indemnify and reimburse the Partnership and all other Partners 
for all loss and expense incurred, including attorneys' fees and costs.
 
(g) No creditor of a Partner shall have a right to vote Units.  Nor may any 
Partner or creditor of a Partner anticipate any principal or income from the 
Fund prior to the approval of a Redemption Request or the payment of a 
distribution from the Fund. 

                                ARTICLE XI

                            Power of Attorney

11.1  POWER OF ATTORNEY EXECUTED CONCURRENTLY.  Concurrent with the written 
acceptance and adoption of the provisions of this Agreement, each Partner 
shall execute and deliver to the General Partner, a Power of Attorney 
(paragraph 5 of the Subscription Agreement).  Said Power of Attorney 
irrevocably constitutes and appoints the General Partner as a true and lawful 
attorney-in-fact and agent for such Partner with full power and authority to 
act in his name and on his behalf in the execution, acknowledgment and filing 
of documents, which will include, but shall not be limited to, the following:

(a) Any certificates and other instruments, including but not limited to, a 
Certificate of Limited partnership and amendments thereto and a certificate 
of doing business under an assumed name, which the General Partner deems 
appropriate to qualify or continue the Partnership as a limited partnership 
in the jurisdictions in which the Partnership may conduct business, so long 
as such qualifications and continuations are in accordance with the terms of 
this Agreement or any amendment hereto, or which may be required to be filed 
by the Partnership or the Partners under the laws of any jurisdiction;
 
(b) Any other instrument which may be required to be filed by the Partnership 
under Federal or any state laws or by any governmental agency or which the 
General Partner deems advisable to file; and
 
(c) Any documents required to effect the continuation of the Partnership, the 
admission of the signer of the Power as a Limited Partner or of others as 
additional or substituted Partners or Limited Partners, or the dissolution 
and termination of the Partnership, provided such continuation, admission, 
dissolution or termination is pursuant to the terms of this Agreement.

11.2  EFFECT OF POWER OF ATTORNEY.  The Power of Attorney concurrently 
granted by each Partner to the General Partner is a special Power of Attorney 
coupled with an interest, is irrevocable, and shall survive the death or 
legal incapacity of the Partner; and may be exercised by the General Partner 
for each Partner by a facsimile signature of one of its officers or by 
listing all of the Partners executing any instrument with a single signature 
of one of its officers acting as attorney-in-fact for all of them; and shall 
survive the delivery of an assignment by a Partner of the whole or any 
portion of his interest in the Partnership; except that where the assignee 
thereof has been approved by the General Partner for admission to the 
Partnership as a substituted partner, the Power of Attorney shall survive the 
delivery of such assignment for the sole purpose of enabling the General 
Partner to execute, acknowledge and file an instrument necessary to effect 
such substitution.  

11.3  FURTHER ASSURANCES.  Upon request, each Limited Partner agrees to 
execute and deliver to the Partnership, within thirty (30) days after receipt 
of a written request from the General Partner, a separate form of power of 
attorney granting the same powers described above; and such other further 
statements of interest, holdings, designations, powers of attorney and other 
instruments as the General Partner deems necessary or desirable.

                               ARTICLE XII

                        Miscellaneous Provisions

12.1  NOTICES.  Notices, requests, reports, payments or other communications 
required to be given or made hereunder shall be in writing and shall be 
deemed to be delivered when properly addressed and posted by United States 
registered or certified mail or delivered by independent courier which 
provides an record of receipt, postage or delivery fees prepaid, properly 
addressed to the party being given such notice at its last known address.  
Addresses shown on the Schedule of Limited Partners records of the 
Partnership shall be considered the last known address of each said party 
unless the General Partner is otherwise notified in writing.

12.2  NATURE OF INTEREST OF PARTNERS.  The interest of each Partner in the 
Partnership is personal property.  No Partner may anticipate the distribution 
or redemption of principal or income from the Partnership and no assignment 
to secure the position of a lender to a Partner shall be valid without the 
express written consent of the General Partner.

12.3  GOVERNING LAW.  This Agreement shall be construed in accordance with 
and governed in all respects by the laws of the State of Delaware.  All 
Partners agree to consent to the jurisdiction and to bring all actions for 
claims related to the Partnership and the sale of the Units in the State and 
County of the principal office of the Partnership as it is established, from 
time to time, by the General Partner.  Currently, the principal office of the 
Partnership is located in Kent County, Delaware. 
 
12.4  SUCCESSORS IN INTEREST.  This Agreement shall be binding on and inure 
to the benefit of he parties hereto and, to the extent permitted by this 
Agreement, their respective heirs, executors, administrators, personal 
representatives, successors and assigns.

12.5  INTEGRATION.  This Agreement constitutes the entire agreement among the 
parties pertaining to the subject matter hereof and supersedes all prior and 
contemporaneous agreements and understandings of such parties in connection 
herewith.  Any amendment or supplement made hereto must be in writing.  

12.6  COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts.  In such event, each counterpart shall constitute an original 
and all such counterparts shall constitute one agreement.  The addition of 
Limited Partners pursuant to the power of attorney granted to the General 
Partner shall not be deemed amendments to alter the rights of the other 
Partners under this Agreement.

12.7  SEVERABILITY.  Any provision of this Agreement which is invalid, 
illegal, or unenforceable in any respect in any jurisdiction shall be, as to 
such jurisdiction, ineffective to the extent of such invalidity, illegality 
or unenforceability.  The remaining provisions hereof in such jurisdiction 
shall be and remain effective.  Any such invalidity, illegality or 
unenforceability in any jurisdiction shall not invalidate or in any way 
effect the validity, legality or enforceability of such provision or the 
remainder of this Agreement in any other jurisdiction.

12.8  WAIVERS.  The failure of any Partner to seek redress for violation of 
or to insist upon the strict performance of any covenant or condition of this 
agreement shall not prevent a subsequent act, which would have originally 
constituted a violation, from having the effect of an original violation.

12.9  HEADINGS.  The headings in this Agreement are inserted for convenience 
and identification only and are in no way intended to describe, interpret, 
define or limit the scope, extent or intent of this Agreement or any 
provision hereof.

12.10  RIGHTS AND REMEDIES CUMULATIVE.  This rights and remedies provided by 
this Agreement are cumulative and the use of any one right or remedy by any 
Partner shall not preclude or waive his right to use addition to any other 
rights such Partner may have by law, statute, ordinance or otherwise.

12.11  WAIVER OF RIGHT TO PARTITION.  Each of the Partners irrevocably 
waives, during the term of the Partnership, any right that it may have to 
maintain any action for partition with respect to the property and assets of 
the Partnership.

12.12  INTEREST OF CERTAIN SECURED CREDITORS.  No creditor who makes 
nonrecourse loan to the Partnership shall have or acquire at any time as a 
result of making the loan, any direct or indirect interest in the profits, 
Capital, or property of the Partnership other than as a secured creditor.

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

General Partner:

ASHLEY CAPITAL MANAGEMENT, INCORPORATED

By:  s/ Shira Del Pacult 
     Shira Del Pacult
     President

Initial Limited Partner:     

By:  s/ Shira Del Pacult
     Shira Del Pacult
******************************************************************************

                EXHIBIT B TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                      ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                               REQUEST FOR REDEMPTION

To:  Ashley Capital Management, Inc.
     General Partner                        _____________________________
     5916 N. 300 West                       Our Social Security Number or
     P. O. Drawer C                         Taxpayer ID Number
     Fremont, IN 46737

Dear General Partner:  

      The undersigned hereby requests redemption ("Redemption"), as defined 
in and subject to all the terms and conditions disclosed in the Offering 
Circular (the "Prospectus") delivered to the undersigned at the time of our 
purchase of limited partnership interests (the "Units") in Atlas Futures 
Fund, Limited Partnership, (the "Fund"), of _______________ Units (insert the 
number of Units to be Redeemed).  This Redemption request, once approved and 
accepted by you as General Partner, will be at the Net Asset Value per Unit, 
as described in the Prospectus, as of the close of business at the end of the 
current month following such approval. 

      The undersigned hereby represents and warrants that the undersigned is 
the true, lawful and beneficial owner of the Units to which this Request 
relates with full power and authority to request Redemption of such Units.   
Such Units are not subject to any pledge or otherwise encumbered.

      United States Taxable Limited Partners Only - Under penalty of perjury, 
the undersigned hereby certifies that the Social Security Number or Taxpayer 
ID Number indicated on this Request for Redemption is the undersigned's true, 
cared and complete Social Security Number or Taxpayer ID Number and that the 
undersigned is not subject to backup withholding under the provisions of 
section 3406(a)(1)(C) of the Internal Revenue Code.

      Non United States Limited Partners Only - Under penalty of perjury, the 
undersigned hereby certifies that (a) the undersigned is not a citizen or 
resident of the United States or (b) (in the case of an investor which is not 
an individual) the investor is not a United States corporation, partnership, 
estate or trust.

SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED

Please forward redemption funds by mail to the undersigned at:

_____________________________________________________________________________
Name                   Street                 City, State and Zip Code

Entity Limited Partner                        Individual Limited Partners(s)

________________________________              _______________________________
(Name of Entity)                              (Signature of Limited Partner)

By:  
________________________________             ________________________________
(Authorized corporate officer, partner,       (Signature of Limited Partner)
 custodian or trustee)

________________________________
(Title)

******************************************************************************

              EXHIBIT C TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                   ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                          SUBSCRIPTION REQUIREMENTS

      By executing the Subscription Agreement and Power of Attorney for Atlas 
Futures Fund Limited Partnership (the "Fund"), each purchaser ("Purchaser") of 
Limited Partnership Interests (the "Units") in the Partnership irrevocably 
subscribes for Units at a price equal to the Net Asset Value per Unit as of 
the end of the month in which the subscription is accepted as described in the 
Partnership's Offering Circular dated _______________, 1998, (the 
"Prospectus").  The minimum subscription is $15,000; additional Units may be 
purchased in multiples of $1,000.  Subscriptions must be accompanied by a 
check in the full amount of the subscription and made payable to "Star 
Financial Bank-Escrow Agent for Atlas Futures Fund, LP".  Purchaser is also 
delivering to the Selling Agent an executed Subscription Agreement and Power 
of Attorney (Exhibit D to the Prospectus).   Upon acceptance of Purchaser's 
Subscription Agreement and Power of Attorney and subject to the termination of 
the Escrow, if it is in effect at the time of the Escrow, Purchaser agrees to 
contribute Purchaser's subscription to the Partnership and to be bound by the 
terms of the Partnership's Limited Partnership Agreement, attached as Exhibit 
A to the Prospectus.  Purchaser agrees to reimburse the Partnership and Ashley 
Capital Management, Incorporated (the "General Partner") for any expense or 
loss incurred as a result of the cancellation of Purchaser's Units due to a 
failure of Purchaser to deliver good funds in the amount of the subscription 
price.  By execution of the Subscription Agreement and Power of Attorney, 
Purchaser shall be deemed to have executed the Limited Partnership Agreement.

      As an inducement to the General Partner to accept this subscription, 
Purchaser (for the Purchaser and, if Purchaser is an entity, on behalf of and 
with respect to each of Purchaser's shareholders, partners or beneficiaries), 
by executing and delivering Purchaser's Subscription Agreement and Power of 
Attorney, represents and warrants to the General Partner, the Commodity Broker 
and the Selling Agent who solicited Purchaser's subscription and the Fund, as 
follows:

(a)      Purchaser is of legal age to execute the Subscription 
Agreement and Power of Attorney and is legally competent to do so.  
Purchaser acknowledges that Purchaser has received a copy of the 
Prospectus, including the Limited Partnership Agreement, prior to 
subscribing for Units.

(b)      All information that Purchaser has heretofore furnished to 
the General Partner or that is set forth in the Subscription Agreement 
and Power of Attorney submitted by Purchaser is correct and complete 
as of the date of such Subscription Agreement and Power of Attorney, 
and if there should be any change in such information prior to 
acceptance of Purchaser's subscription, Purchaser will immediately 
furnish such revised or corrected information to the General Partner.

(c)      Unless (d) or (e) below is applicable, Purchaser's 
subscription is made with Purchaser's funds for Purchaser's own 
account and not as trustee, custodian or nominee for another.

(d)      The subscription, if made as custodian for a minor, is a gift 
Purchaser has made to such minor and is not made with such minor's 
funds or, if not a gift, the representations as to net worth and 
annual income set forth below apply only to such minor.

(e)      If Purchaser is subscribing in a representative capacity, 
Purchaser has full power and authority to purchase the Units and enter 
and be bound by the Subscription Agreement and Power of Attorney on 
behalf of the entity for which he is purchasing the Units, and such 
entity has full right and power to purchase such Units and enter and 
be bound by the Subscription Agreement and Power of Attorney and 
become a Limited Partner pursuant to the Limited Partnership Agreement 
which is attached to the Prospectus as Exhibit A.

******************************************************************************

            EXHIBIT D TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                 ATLAS FUTURES FUND, LIMITED PARTNERSHIP

                  UNITS OF LIMITED PARTNERSHIP INTEREST

                        SUBSCRIPTION INSTRUCTIONS

               Any person considering subscribing for Units 
             should carefully read and review the Prospectus.

      The Units are speculative and involve a high degree of risk.  No person 
may invest more than 10% of his or her liquid net worth (exclusive of home, 
furnishings and automobiles) in the Partnership. No entity-and, in 
particular, no ERISA plan-may invest more than 10% of its liquid net worth 
(readily marketable securities) in the Partnership. 

      A Subscription Agreement and Power of Attorney Signature Page (the 
"Signature Page") is attached to these Subscription Instructions and the 
following Subscription Agreement and Power of Attorney. The Signature Page is 
the document which you must execute if you wish to subscribe for Units. One 
copy of such Signature Page should be retained by you for your records and 
the others delivered to your Registered Representative. 

      FILL IN ALL OF THE INFORMATION ON THE ATTACHED SIGNATURE PAGE, USING 
BLACK INK ONLY, AS FOLLOWS 

      Item 1     -     Enter the dollar amount (no cents) of the purchase.

      Items 2    -     Enter the Social Security Number or Taxpayer ID Number 
and check the appropriate box to indicate the type of individual ownership 
desired or of the entity that is subscribing. In the case of joint ownership, 
either Social Security Number may be used.

      The Signature Page is self-explanatory for most ownership types; 
however, the following specific instructions are provided for certain of the 
ownership types identified on the Signature Page: 
Trusts-Enter the trust's name on Line 3 and the trustee's name on Line 4, 
followed by "Ttee." If applicable, use Line 7 also for the custodian's name. 
Be sure to furnish the Taxpayer ID Number of the trust. Custodian
Under Uniform Gifts to Minors Act-Complete Line 3 with the name of minor 
followed by "UGMA." On Line 7, enter the custodian's name followed by 
"Custodian." Be sure to furnish the minor's Social Security Number.
Partnership or Corporation-The partnership's or corporation's name is 
required on Line 4. Enter a partner's or officer's name on Line 4. Be sure to 
furnish the Taxpayer ID Number of the partnership or corporation. A 
subscriber who is not an individual must provide a copy of documents 
evidencing the authority of such entity to invest in the Partnership. 

       Item 8    -     The investor(s) must execute the Subscription 
Agreement and Power of Attorney Signature Page and review the representations 
relating to backup withholding tax or non-resident alien status underneath 
the signature and telephone number lines in Item 8.

      Item 9     -     Registered Representative must complete.
The Selling Agent's copy of the Subscription Agreement and Power of Attorney 
Signature Page may be required to be retained in the Branch Office.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP

                   UNITS OF LIMITED PARTNERSHIP INTEREST

      BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

              SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE 
                  SECURITIES ACT OF 1933 OR THE SECURITIES
                           EXCHANGE ACT OF 1934

                       SUBSCRIPTION AGREEMENT AND 
                            POWER OF ATTORNEY

Ashley Capital Management, Inc.
General Partner                           ____________________________
5916 N. 300 West                          Social Security Number or
P. O. Drawer C                            Taxpayer ID Number
Fremont, IN 46737

Dear General Partner:  

1. Subscription For Units. I hereby subscribe for the number of Limited 
Partnership Units ("Units") in Atlas Futures Fund, Limited Partnership  (the 
"Fund") set forth below (minimum $15,000) in the Subscription Agreement and 
Power of Attorney Signature Page, at $1000 per Unit as set forth in the 
Prospectus (the "Prospectus") of the Partnership dated ____________, 1998. I 
have completed and executed a Subscription Agreement and Power of Attorney 
Signature Page in the form attached hereto as Exhibit "D", and delivered the 
executed Subscription Documents to the Sales Agent and executed a check made 
payable to "Star Financial Bank-Escrow Agent for Atlas Futures Fund, LP" to 
be delivered by the Sales Agent to the Escrow Agent within 24 hours after 
receipt for deposit to the Escrow Account.  The General Partner may, in its 
sole and absolute discretion, accept or reject this subscription, in whole or 
in part.  If this subscription is accepted, I understand subscribers will 
earn additional Units in lieu of interest earned on the undersigned's 
subscription during any period of time, if any, such subscription is held in 
escrow.  If this subscription is rejected, all funds remitted by the 
undersigned will be returned, together with any interest earned from escrow, 
if any.  All subscriptions once submitted are irrevocable.

2. Representations and Warranties of Subscriber.  I have received a copy of 
the Prospectus no less than five days prior to the effective date of my 
purchase.  I understand that by submitting this Subscription Agreement and 
Power of Attorney I am making the representations and warranties set forth in 
"Exhibit C - Subscription Requirements" contained in the Prospectus, 
including, without limitation, representations and warranties relating to my 
net worth and annual income.

3. Power of Attorney.  In connection with my acceptance of an Interest in the 
Partnership, I do hereby irrevocably constitute and appoint the General 
Partner, and its successors and assigns, as my true and lawful Attorney-in-
Fact, with full power of substitution, in my name, place and stead, to (i) 
file, prosecute, defend, settle or compromise litigation, claims or 
arbitration on behalf of the Partnership; and, (ii) make, execute, sign, 
acknowledge, swear to, deliver, record and file any documents or instruments 
which may be considered necessary or desirable by the General Partner to 
carry out fully the provisions of the Limited Partnership Agreement of the 
Partnership, which is attached as Exhibit A to the Prospectus, including, 
without limitation, the execution of the said Agreement itself and by 
effecting all amendments permitted by the terms thereof.  The Power of 
Attorney granted hereby shall be deemed to be coupled with an interest and 
shall be irrevocable and shall survive, and shall not be affected by, my 
subsequent death, incapacity, disability, insolvency or dissolution or any 
delivery by me of an assignment of the whole or any portion of my interest in 
the Partnership.

4. Irrevocability; Governing Law.  I hereby acknowledge and agree that I am 
not entitled to cancel, terminate or revoke this subscription or any of my 
agreements hereunder after the Subscription Agreement and Power of Attorney 
have been submitted (and not rejected) and that this subscription and such 
agreements shall survive my death or disability. This Subscription Agreement 
and Power of Attorney shall be governed by and interpreted in accordance with 
the laws of the State of Indiana.

5. Suitability and Acceptance of Risks.  In addition to the suitability 
requirements set forth in Exhibit C, I represent and warrant to the General 
Partner and Selling Agent that (i) I have the capacity of understanding the 
fundamental aspects of the Partnership (or, if I do not have such fundamental 
understanding, I have so advised the Selling Agent of such fact); and, (ii) I 
understand the fundamental risks and possible financial hazards of an 
investment in the Partnership (disclosed in the Prospectus and Amendment 
under "Risk Factors" identified on the face page, in the Summary, and 
described in the Prospectus at page 6), including, but not limited to, the 
lack of liquidity of my investment in the Partnership, the management and 
control by the General Partner, and the tax consequences of the investment.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP

                  Units of Limited Partnership Interests

                Subscription Agreement and Power of Attorney

                              Signature Page

The investor named below, by execution and delivery of this Subscription 
Agreement and Power of Attorney, by payment of the purchase price for Limited 
Partnership Interests (the "Units") in Atlas Futures Fund, Limited 
Partnership (the "Partnership"), and by enclosing a check payable to "Star 
Financial State Bank-Escrow Agent for Atlas Futures Fund, LP", hereby 
subscribes for the purchase of Units, at $1,000 per Unit.

The named investor further, by signature below, acknowledges receipt of the 
Prospectus of the Partnership dated ___________, 1998 no less than five (5) 
days prior to the acceptance of the subscription by the General Partner or 
the purchase of Units in the Partnership and that such Prospectus includes 
the Partnership's Limited Partnership Agreement, and the Subscription 
Requirements and the Subscription Agreement and Power of Attorney set forth 
therein, the terms of which govern the investment in the Units being 
subscribed for hereby.

By my signature below, I represent that I satisfy the requirements relating 
to net worth and annual income as set forth in Exhibit C to the Prospectus.

1)  Total $ Amount __________________ (minimum of $15,000, unless lowered to 
less than $15,000 but not less than $5,000 by the General Partner;  $1,000 
minimum for investors making an additional investment)

2)  Social Security Number  _____-___-_____
    Taxpayer ID #           _____-___-_____

Taxable Investors (check one):
O Individual Ownership
O Trust other than a Grantor or Revocable Trust
O Joint Tenants with Right of Survivorship
O Estate 
O UGMA/UTMA (Minor)
O Tenants in Common
O Community Property
O Partnership
O Corporation
O Grantor or Other Revocable Trust

Non-Taxable Investors (check one):
O IRA
O Profit Sharing
O IRA Rollover
O Defined Benefit            
O Pension
O Other (specify)
O SEP                              

3) Investor's Name _________________________________________________________

4) _________________________________________________________________________
  Additional Information (for Estates, Trusts, Partnerships and Corporations)

5) Resident Address of Investor                                  
   _________________________________________________________________________
   Street (P.O. Box not acceptable)    City       State          Zip Code

6) Mailing Address(if different)
   _________________________________________________________________________
   Street                              City       State          Zip Code

7) Custodian Name and Mailing Address                                  
   _________________________________________________________________________
   Name      Street (P.O. Box not acceptable)    City      State    Zip Code

SIGNATURE(S) - DO NOT SIGN WITHOUT FAMILIARIZING YOURSELF WITH THE 
INFORMATION IN THE PROSPECTUS AND AMENDMENT, INCLUDING: (I) THE FUNDAMENTAL 
RISKS AND FINANCIAL HAZARDS OF THIS INVESTMENT, INCLUDING THE RISK OF LOSING 
YOUR ENTIRE INVESTMENT; (II) THAT THE PARTNERSHIP IS THE FIRST CLIENT ACCOUNT 
TO TRADE IN THE ATLAS FUTURES FUND PORTFOLIO; (III) THE PARTNERSHIP'S 
SUBSTANTIAL CHARGES; (IV) THE  PARTNERSHIP'S HIGHLY LEVERAGED TRADING 
ACTIVITIES; (V) THE LACK OF LIQUIDITY OF THE UNITS; (VI) THE EXISTENCE OF 
ACTUAL AND POTENTIAL CONFLICTS OF INTEREST IN THE STRUCTURE AND OPERATION OF 
THE PARTNERSHIP; (VII) THAT UNITHOLDERS MAY NOT TAKE PART IN THE MANAGEMENT 
OF THE PARTNERSHIP; AND (VIII) THE TAX CONSEQUENCES OF THE PARTNERSHIP.

8)                          INVESTOR(S) MUST SIGN

   X_________________________________________________________
   Signature of Investor                Date    Telephone No.

   X_________________________________________________________
   Signature of Joint Investor (if any)   Date

Executing and delivering this Subscription Agreement and Power of Attorney 
shall in no respect be deemed to constitute a waiver of any rights under the 
Securities Act of 1933 or under the Securities Exchange Act of 1934.

                          UNITED STATES INVESTORS ONLY

I have checked the following box if I am subject to backup withholding under 
the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code:  __.  
Under the penalties of perjury, by signature above I hereby certify that the 
Social Security Number or Taxpayer ID Number set forth in Item 2 above is my 
true, correct and complete Social Security Number of Taxpayer ID Number and 
that the information given in the immediately preceding sentence is true, 
correct and complete.

                        NON-UNITED STATES INVESTORS ONLY

Under the penalties of perjury, by signature above, I hereby certify that (a) 
I am not a citizen or resident of the United States or (b) (in the case of an 
investor which is not an individual) the investor is not a United States 
corporation, partnership, estate or trust:  __.

9)                    REGISTERED REPRESENTATIVE MUST SIGN

I hereby certify that I have informed the investor of all pertinent facts 
relating to the:  risks;  tax consequences;  liquidity and marketability;  
management;  and control of the Managing Owner with respect to an investment 
in the Units, as set forth in the Prospectus and Amendment.  I  have also 
informed the investor of the unlikelihood of a public trading market 
developing for the Units.  I do not have discretionary authority over the 
account of the investor.

I have reasonable grounds to believe, based on information obtained from the 
investor concerning his/her investment objectives, other investments, 
financial situation and needs and any other information known by me, that an 
investment in the Partnership is suitable for such investor in light of 
his/her financial position, net worth and other suitability characteristics.
The Registered Representative MUST sign below in order to substantiate 
compliance with Article III, Section 34 of the NASD's Rules of Fair Practice.

   X__________________________________________________________
   Registered Representative Signature             Date

   X__________________________________________________________
   Office Manager Signature                        Date
   (if required by Selling Agent procedures)

10) REGISTERED REPRESENTATIVE
    Name:  Shira Del Pacult
    Address:  5916 N. 300 West, Fremont, IN  46737
    Tel. Number:  (219) 833-1306
    Registered Representative Number:  334

11) SELLING AGENT 
    Name:  Futures Investment Company
    Address:  5916 N. 300 West
              Fremont, IN  46737
    Tel. Number:  (219) 833-1306
******************************************************************************

             EXHIBIT E TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                             ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is made and entered into as of the ___ 
day of April, 1998, by and among Star Financial Bank, 2004 N. Wayne St., 
Angola, IN 46703, (the "Escrow Agent"); Futures Investment Company, an 
Illinois   corporation (the "Underwriter" or "Broker/Dealer"); and, Atlas 
Futures Fund, Limited Partnership, a Delaware limited partnership (the 
"Partnership") acting by and through Ashley Capital Management, Inc., a 
Delaware corporation, its general partner, (the "General Partner").

A.     WHEREAS, the Partnership proposes to offer for sale to investors up to 
$5,000,000 of units (the "Offering") of limited partnership interest (the 
"Securities" or "Units") at an initial offering price of $1,000 per Unit; and

B.     WHEREAS, the Underwriter intends to sell, as an National Association of 
Securities Dealer, Inc. registered Broker/Dealer, the Securities, as the 
Partnership's agent, on a best-efforts, all-or-none basis for 700 Units (the 
"Minimum Offering"); and, thereafter, on a best-efforts basis until all 
remaining 4,300 Units are sold; or until the Offering is withdrawn or 
terminates; and

C.     WHEREAS, the Company and the Underwriter desire to establish an escrow 
account with the Escrow Agent in which funds received from subscribers will be 
deposited pending completion of the sale of the Minimum Offering during the 
time it takes to sell the Minimum Offering or the Offering is withdrawn or 
terminates, whichever occurs first, (the "Escrow Period"); and, Escrow Agent 
desires to serve as escrow agent, all in accordance with the terms and 
conditions set forth herein.

                              WITNESSETH:

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, 
and for other good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties hereto agree, as follows:

1.    Establishment of Escrow Account. On or prior to the date of the 
commencement of the Offering, the parties shall establish an interest-bearing 
escrow account with the Escrow Agent, which escrow account shall be entitled 
the Atlas Futures Fund, Limited Partnership Escrow Account (the "Escrow 
Account").  During the Escrow Period, the Underwriter, through its registered 
representatives, will instruct subscribers, pursuant to the disclosures made 
in the Offering Circular, the Subscription Agreement, and the Broker/Dealer 
Selling Agreement, to make checks for subscriptions payable to "Star Financial 
Bank-Escrow Agent for Atlas Futures Fund, LP".   Any checks received that are 
made payable to a party other than the Escrow Agent shall be returned to the 
Underwriter.

2.    Escrow Period. The escrow period shall begin with the commencement of 
the Offering and shall terminate upon the earlier to occur of the following 
dates (the "Escrow Period"):

A.    the date upon which the Escrow Agent confirms that it has received in 
the Escrow Account gross proceeds from the sale of 700 Units of $700,000, 
before payment of sales commissions, in collected funds (the "Minimum 
Offering");

B.    The expiration of nine (9) months from the date of the Offering 
Circular, or any extension thereof,  utilized by the Partnership in offering 
the Securities; or

C.    The date upon which a determination is made by the Partnership and the 
Underwriter to terminate the Offering prior to the sale of the Minimum 
Offering.

Although checks for the Minimum Offering may have been tendered prior to or on 
the close of the Escrow Period, in no event will the Escrow Funds be released 
to the Partnership until the Minimum Offering is received by the Escrow Agent 
in collected funds.  For purposes of this Agreement, the term "collected 
funds" shall mean all funds received by the Escrow Agent which have cleared 
normal banking channels and are in the form of good funds on deposit. 

                                    1
During the Escrow Period, the Partnership and the Underwriter are aware and 
they understand that they are not entitled to any funds received into escrow 
and no amounts deposited in the Escrow Account shall become the property of 
the Partnership, the Underwriter, or any other entity or person, or be subject 
to the debts of the Partnership, the Underwriter, or any other entity or 
person.

3.    Deposits into the Escrow Account. The Partnership and the Underwriter 
agree that they shall promptly review the subscription documents to determine 
the suitability of the subscriber for admission to the Partnership and reject 
or accept and transmit (and in all events by 12:00 noon of the next business 
day after receipt by them) all monies received from subscribers for the 
payment of Securities to the Escrow Agent for deposit in the Escrow Account 
together with a written account of each sale, which account shall set forth, 
among other things, the subscriber's name and address, the number of 
Securities purchased, the amount paid therefor, and whether the consideration 
received was in the form of a check, draft, or money order.  All monies so 
deposited in the Escrow Account are hereinafter referred to as the "Escrow 
Funds".

4.    Collection Procedure. The Escrow Agent is hereby authorized to forward 
each check, draft, or money order for collection and, upon collection of the 
proceeds of such instrument, deposit the collected proceeds in the Escrow 
Account.  As an alternative, the Escrow Agent may telephone the bank on which 
the instrument is drawn to confirm that it has been paid.

Any instrument returned unpaid to the Escrow Agent shall be returned to the 
Underwriter.  In such cases, the Escrow Agent will promptly notify the 
Partnership of such return.

If, for any reason, the Partnership elects to reject any subscription for 
which the Escrow Agent has already collected funds, the Escrow Agent shall 
promptly issue a refund check to the rejected subscriber.  If the Partnership 
rejects any subscription for which the Escrow Agent has not yet collected 
funds but has submitted the subscriber's check for collection, the Escrow 
Agent shall promptly issue a check in the amount of the subscriber's check to 
the rejected subscriber after the Escrow Agent has cleared such funds.  If the 
Escrow Agent has not yet submitted a rejected subscriber's check for 
collection, the Escrow Agent shall promptly return the subscriber's check 
directly to the subscriber.

5.    Investment of Escrow Funds.  The Escrow Agent may invest the Escrow 
Funds only in such accounts or investments as the Partnership may specify by 
written notice from a list of investments made available by the Escrow Agent 
for such purpose.  The Partnership may only specify and the Escrow Agent may 
only make available investments in (1) bank accounts, (2) bank money market 
accounts, (3) short-term certificates of deposit issued by a bank, or (4) 
short-term securities issued or guaranteed by the U.S. Government.

6.    Compensation of Escrow Agent.  As the Escrow Agent's total compensation 
for the performance of its escrow services, Escrow Agent shall receive an 
aggregate fee determined by multiplying the total number of checks received 
and issued by the Escrow Agent by $15.00 (the "Escrow Agent Fee").  The Escrow 
Agent Fee shall be payable by the General Partner in the event the escrow 
terminates prior to the sale of the Minimum or by the Partnership at the time 
of closing of the sale of the Minimum. within fifteen (15) days after  the 
close of the Escrow Period.  However, neither the Escrow Agent Fee, nor any 
indemnification for any damages incurred by the Escrow Agent or any monies 
whatsoever shall be paid out of or chargeable to the funds while on deposit in 
the Escrow Account.

7.    Disbursements from the Escrow Account.  

A.    Upon the receipt of gross proceeds as provided in 2A above, the Escrow 
Agent shall pay the Underwriter commissions of 6% of the gross sales price and 
shall remit the balance, including all accrued income, to the Partnership for 
deposit to Partnership accounts for use in its business.  

B.    In the event the Escrow Agent does not receive deposits totaling the 
Minimum Offering prior to the termination of the Escrow Period, the Escrow 
Agent shall, within 10 business days of the termination of the Escrow Period, 
refund to each subscriber the amount received from the subscriber, without 
deduction, penalty, or expense to the subscriber, along with each subscriber's 
pro-rata share of any interest earned on the Escrow Funds at the rate 
established by the Escrow Agent, and the Escrow Agent shall notify the 
Partnership and the Underwriter of its distribution of the Escrow Funds. The 
purchase money returned to each subscriber shall be free and clear of any and 
all claims of the Partnership, the Underwriter, and the Escrow Agent or any of 
their creditors.

                                    2
C.    Upon completion of the payments described in either 7A or B above, and 
payment of the Escrow Agent Fee as provided in  paragraph 6 above, this Escrow 
will terminate.  

8.    Obligations of Escrow Agent.  Escrow Agent shall be obligated only for 
the performance of such duties as are specifically set forth in this 
Agreement, and no additional duties shall be inferred herefrom or implied 
hereby.  The Escrow Agent may rely and shall be protected in acting or 
refraining from acting on any instrument believed by it to be genuine and to 
have been signed or presented by the proper party or parties.

9.    Controversies. Should any controversy arise among the undersigned with 
respect to this Agreement, or with respect to the right to receive all or part 
of the Escrow Funds, including accrued interest thereon, Escrow Agent shall 
have the right to institute an interpleader action in any court of competent 
jurisdiction in Steuben County, IN, to determine the rights of the parties.  
Should such an action be instituted, or should Escrow Agent become involved in 
litigation in any manner on account of this Agreement or the Escrow Funds (not 
involving willful misconduct, fraud, gross negligence or bad faith on the part 
of Escrow Agent), the Partnership and its General Partner shall either assume 
the defense or pay to Escrow Agent the reasonable attorneys' fees incurred by 
Escrow Agent, whichever the Partnership shall elect, together with any other 
expenses, losses, costs and damages suffered by Escrow Agent, in connection 
with and resulting from such litigation.

10.   Limit of Escrow Agent Liability.  Escrow Agent shall have no liability 
under, or duty to inquire into, the terms and provisions of any other document 
or instrument utilized in connection with the Offering, and it is agreed that 
the duties of Escrow Agent are purely ministerial in nature, and that Escrow 
Agent shall incur no liability whatsoever under this Agreement, except for 
acts or omissions of the Escrow Agent involving or constituting willful 
misconduct, fraud, gross negligence or bad faith.

11.   Resignation.  Escrow Agent may, at any time, resign hereunder by giving 
written notice of its intent to resign to the other parties hereto, at their 
respective addresses set forth below, at least ten (10) days prior to the date 
specified for such resignation to take effect, and upon the effective date of 
such resignation the Escrow Funds, including all accrued interest, shall be 
delivered by Escrow Agent to the person designated in writing by the 
Underwriter and the Partnership, whereupon all of Escrow Agent's obligations 
hereunder shall cease and terminate (except as hereinafter provided in this 
paragraph).  If no such person shall have been designated prior to the 
effective date of such resignation, all obligations of Escrow Agent hereunder 
shall, nevertheless, cease and terminate (except as hereinafter provided in 
this paragraph).  Escrow Agent's sole responsibility thereafter shall be to 
hold the Escrow Funds until such time as the Escrow Agent delivers the Escrow 
Funds and accrued interest to a person designated by the Partnership and the 
Underwriter or to the person designated by a court of competent jurisdiction.  
Notwithstanding the foregoing, nothing in this paragraph releases Escrow Agent 
or relieves it of any of its obligations that existed prior to the effective 
date of Escrow Agent's resignation, including, without limitation, liability 
for willful misconduct, fraud, gross negligence or bad faith.

12.   Indemnification. The Underwriter and the Partnership agree to indemnify, 
defend and hold Escrow Agent harmless from and against any and all loss, 
damage, tax, liability and expense that may be incurred by Escrow Agent and 
arising out of or in connection with its acceptance of appointment as escrow 
agent hereunder, including reasonable attorneys' fees and other legal costs 
and expenses of defending itself against any claim or liability in connection 
with its performance hereunder, except in the case of willful misconduct, 
fraud, gross negligence or bad faith on the part of Escrow Agent.  The 
Partnership or the General Partner and not the Underwriter shall each pay of 
the cost of any indemnification of the Escrow Agent pursuant to this 
Agreement.  The provisions of this paragraph shall survive the termination of 
this Agreement.

Escrow Agent may consult with and rely on its attorneys with respect to any 
dispute not assumed or defended by the Partnership or its General Partner and 
the indemnification referred in this paragraph 12  shall include all 
reasonable and necessary attorneys' fees of Escrow Agent in connection with 
such consultation.

13.   Notices. Any notice or demand desired or required to be given hereunder 
shall be in writing and deemed given when personally delivered (including 
delivery by commercial overnight courier service), or when deposited in the 
United States mail, postage prepaid, sent certified or registered, and 
addressed as follows:

                                    3
(a)   If to the Partnership and its General Partner to:

      Atlas Futures Fund, Limited Partnership, 5916 N. 300 West, Fremont, 
      IN 46737 with a copy to William S. Scott of The Scott Law Firm, 
      P.A., 5121 Sarazen Drive, Hollywood, FL  33021.

(b)   If to the Underwriter, to:

      Futures Investment Company, 5916 N. 300 West, Fremont, IN 46737, 
      Attn.: Compliance Department 

(c)   If to the Escrow Agent, to:

      Star Financial Bank, 2004 N. Wayne St., Angola, IN 46703,  Attn:  Mr. 
      Thad Wright, Vice President

or to such other address or person as hereafter shall be designated in writing 
by the party providing notice.

14.   Governing Law. This Agreement shall be governed by and construed in 
accordance with the laws of the State of Indiana.  

15.   Titles or Captions. The titles or captions of sections and paragraphs in 
this Agreement are provided for convenience of reference only and should not 
be considered a part hereof for purposes of interpreting or applying this 
Agreement, and such titles or captions do not define, limit, extend, explain 
or describe the scope or extent of this Agreement or any of its terms or 
conditions.

16.   Counterparts. This Agreement may be executed in any number of 
counterparts each of which shall be deemed an original but all of which 
together shall constitute one and the same instrument, and in making proof 
hereof it shall not be necessary to produce or account for more than one such 
counterpart.

17.   Amendments. No amendment, modification, supplement, termination or 
waiver of or to any provision of this Agreement nor consent to any departure 
therefrom, shall be effective unless the same shall be in writing and signed 
by or on behalf of each of the parties to this Agreement.

18.   Successors and Assigns. This Agreement shall be binding upon and shall 
inure to the benefit of the parties hereto and their respective heirs, 
successors, legal representatives and permitted assigns.

19.   Entire Agreement. This Agreement constitutes the entire agreement 
between the parties hereto pertaining to the subject matters hereof and 
supersedes all negotiations, preliminary agreements and all prior or 
contemporaneous discussions and understandings of the parties hereto in 
connection with the subject matters hereof. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 
day and year first above written.

ATLAS FUTURES FUND, LIMITED PARTNERSHIP        STAR FINANCIAL BANK
By:  Ashley Capital Management, Inc.
     The General Partner

By:  s/ Shira Del Pacult                       By:  s/ Thad Wright
     Ms. Shira Del Pacult                           Thad Wright
     President                                      Vice President

FUTURES INVESTMENT COMPANY

By:  s/ Shira Del Pacult    
     Ms. Shira Del Pacult
     Vice President 

                                    4
******************************************************************************

              EXHIBIT F TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                        INVESTMENT ADVISORY CONTRACT
                           MICHAEL J. FRISCHMEYER

THIS AGREEMENT is made and entered as of this 1st day of February, 1998 
between Atlas Futures Fund, Limited Partnership, (the "Fund") and  Michael J. 
Frischmeyer, (the "CTA").

                                WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership   Mr. Michael J. Frischmeyer
By:  Ashley Capital Management, Inc.

s/ Shira Del Pacult                       s/ Michael J. Frischmeyer
Ms. Shira Del Pacult                      Michael J. Frischmeyer
President
******************************************************************************

               EXHIBIT G TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                         INVESTMENT ADVISORY CONTRACT
                     BARRY T. JOHNSON - Commoditech, Inc.

THIS AGREEMENT is made and entered as of this 1st day of February, 1998 
between Atlas Futures Fund, Limited Partnership, (the "Fund") and Commoditech, 
Inc., a Missouri corporation, (the "CTA").

                                 WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership        Commoditech, Inc.
By:  Ashley Capital Management, Inc.

s/ Shira Del Pacult                            s/ Barry T. Johnson
Ms. Shira Del Pacult                           Barry T. Johnson
President                                      President
******************************************************************************

               EXHIBIT H TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                         INVESTMENT ADVISORY CONTRACT
              ERIC ROSENBERRY - ROSENBERY CAPITAL MANAGEMENT, INC.

THIS AGREEMENT is made and entered as of this 1st day of February, 1998 
between Atlas Futures Fund, Limited Partnership, (the "Fund") and Rosenbery 
Capital Management, Inc., an Illinois corporation, (the "CTA").

                                  WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership      Rosenbery Capital Management
By:  Ashley Capital Management, Inc.

s/ Shira Del Pacult                          s/ Eric Rosenbery
Ms. Shira Del Pacult                         Eric Rosenbery 
President                                    President
******************************************************************************

              EXHIBIT I TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT

                        INVESTMENT ADVISORY CONTRACT
            JAMES A. HYERCZYK (d/b/a J.A.H. RESEARCH AND TRADING)

THIS AGREEMENT is made and entered as of this 28th day of April, 1998 between 
Atlas Futures Fund, Limited Partnership, (the "Fund") and J.A.H. Research and 
Trading (the "CTA").

WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership      J.A.H. Research and Trading
By:  Ashley Capital Management, Inc.

s/ Shira Del Pacult                          s/ James A. Hyerczyk
Ms. Shira Del Pacult                         James A. Hyerczyk 
President
******************************************************************************

               EXHIBIT J TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
                         INVESTMENT ADVISORY CONTRACT
                     STEVEN MIDLARSKY - C&M TRADERS, INC.

THIS AGREEMENT is made and entered as of this 28th day of April, 1998 between 
Atlas Futures Fund, Limited Partnership, (the "Fund") and C&M Traders, Inc., a 
Florida corporation, (the "CTA").

                                WITNESSETH:

In consideration of the deposit by the Fund of equity to Vision Limited 
Partnership (the "FCM") account number _______ (the "Account") and the grant 
of the power of attorney on the standard form of the FCM to the CTA to permit 
the CTA to enter trades for the Fund in the Account, the parties hereto agree 
as follows: 

1.  The Fund shall initially deposit in the Account with the FCM, U.S. funds 
in the amount of _____________________ dollars ($_______).   Subsequent 
deposits and accumulation of profits in the Account, less withdrawals and 
losses, shall be subject to this Agreement.   At its sole discretion, the Fund 
may add or withdraw funds at any time from the Account by written request to 
the FCM with a copy to the CTA.  

2.  CTA will cause futures contracts, and when deemed advisable, options on 
futures and forward contracts, to be bought and sold on behalf of the Fund in 
the Account.   CTA will have the sole authority to issue all necessary 
instructions to effect trading with the FCM for the Account.  All such 
transactions shall be for the account and risk of the Fund.  During the term 
of this agreement, the Fund agrees that they will not place orders in the 
Account without prior written consent of the Adviser.

3.  The CTA's services are not rendered exclusively for the Fund and CTA shall 
be free to render similar services to others.  The General Partner may change 
the FCM for the account assigned to the CTA at anytime upon written direction 
to the FCM and the CTA and CTA agrees to effect the transfer and sign the 
forms necessary to complete such change.

4.  The IB shall charge the Fund a fixed commission of 9% of the Net Equity in 
the account assigned to the CTA payable at the rate of 3/4% per month.  This 
payment to the IB will be for all round turns, pit brokerage, exchange, NFA 
fees and other clearing expenses arising from the trades placed by the CTA in 
the account for domestic trades.  This does not include delivery or other 
exchange for physicals or trades made on foreign exchanges or forward markets.  
Those costs will be at rates to be negotiated by the General Partner with the 
IB or other party, as the facts determine, and charged to the Fund. 

5.  CTA will use its best efforts to obtain an equity run from the FCM before 
the opening of business the next trading day.   Unless authorized in writing 
by the General Partner, the CTA will use only the equity in the Account or 
Accounts assigned to the CTA by the General Partner for margins to hold the 
positions taken by the CTA.  No equity in the Account assigned to the CTA will 
be commingled or margined, for any purpose, with any other account at the FCM.  
The General Partner, upon written instruction to the FCM may terminate, for 
any reason, the power of attorney and suspend the trading authority of the CTA 
to enter trades with the FCM.  In the event of a termination of the power of 
attorney, the CTA agrees that the FCM shall accept no further instructions 
from the CTA but shall place the Account upon liquidation only to be handled 
in written instructions from the General Partner to the FCM.

6.  Fund agrees to execute, from time to time, the Acknowledgment of Receipt 
of Disclosure Document from the CTA.  By signing, the Fund agrees that it has 
received and understands the most recent copy of the Adviser's Risk Disclosure 
Document. 

7.  The Fund agrees to execute the Advisers Managed Account Compensation 
Agreement authorizing the CTA to be paid its management fee from the Account.  
The CTA will be paid an annual management fee of three percent (3%) of the 
equity on deposit in the Account payable on the first of each month computed 
upon the equity on deposit on the last day of the preceding month.  In 
addition, the CTA will be paid an incentive fee of fifteen percent (15%), of 
the New Net Profit earned each quarter, which shall not be deducted from the 
Account, but will be paid upon submission of an invoice by the CTA to the 
General Partner of the Fund. 

8.  Fund and CTA agree that they have properly executed all the necessary 
account forms for opening the Account with the FCM;  provided, however, any 
disputes will be submitted to arbitration only upon written agreement of the 
parties at the time such dispute arises and the terms of this Agreement will 
supersede any terms contained in any other agreement between the parties 
hereto and, in the event of any conflicts, the terms of this Agreement shall 
control.  This Agreement will be governed by the laws of the State of Illinois 
and any dispute will be resolved by a court of competent jurisdiction located 
in Chicago, Illinois.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Agreement the day and year first above written.

Atlas Futures Fund, Limited Partnership       C&M Traders, Inc.
By:  Ashley Capital Management, Inc.

s/ Shira Del Pacult                           s/ Steven Midlarsky
Ms. Shira Del Pacult                          Steven Midlarsky 
President                                     President
******************************************************************************

                                  FORM S-1

Registration No.
 
                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.
(b)  The Selling Agreement between Futures Investment Company and the 
Registrant contains an indemnification from the General Partner to the 
effect that the disclosures in the Prospectus and this Amendment are in 
compliance with Rule 10b5 and otherwise true and complete.  This 
indemnification speaks from the date of the first offering of the Units 
through the end of the applicable statute of limitations.  The 
Partnership has assumed no responsibility for any indemnification to 
Futures Investment Company and the General Partner is prohibited by the 
Partnership Agreement from receiving indemnification for breach of any 
securities laws or for reimbursement for insurance for coverage for any 
such claims.  See Article X, Section 10.4 (b) and (e).
(d)  There are no indemnification agreements which are not contained in the 
Limited Partnership Agreement attached as Exhibit A, the Selling 
Agreement or  the Clearing Agreement.

Item 16. Exhibits and Financial Statement Schedules.

The following documents (unless indicated) are filed herewith and made a part 
of this Registration Statement:

(a)      Exhibits.

Exhibit
Number   Description of Document

(1) - 01 Selling Agreement dated February 1, 1998, among the Partnership, the
         General Partner, and Futures Investment Company, the Selling Agent
(2)      None
(3) - 01 Articles of Incorporation of the General Partner
(3) - 02 By-Laws of the General Partner
(3) - 03 Board Resolution of General Partner to authorize formation of 
         Delaware Limited Partnership
(3) - 04 Amended and Restated Agmt. of Limited Partnership of the Registrant
         dated February 1, 1998 (included as Exhibit A to the Prospectus)
(3) - 05 Certificate of Limited Partnership, Designation of Registered Agent,
         Certificate of Initial Capital filed with the Delaware Secretary of 
         State, and Delaware Secretary of State acknowledgment of filing of
         Certificate of Limited Partnership
(4) - 01 Amended and Restated Agmt. of Limited Partnership of the Registrant
         dated February 1, 1998 (included as Exhibit A to the Prospectus)
(5) - 01 Opinion of The Scott Law Firm, P.A. relating to the legality of the 
         Partnership Units.
(6)       Not Applicable
(7)       Not Applicable
(8) - 01 Opinion of The Scott Law Firm, P.A. with respect to Federal income tax
         consequences.
(9)       None
(10) - 01 Form of Advisory Agreements between the Partnership and the CTAs
          (included as Exhibits F, G, H, I & J to the Prospectus)
(10) - 02 Form of New Account Agreement between the Partnership and the FCM
(10) - 03 Form of Subscription Agreement and Power of Attorney 
          (included as Exhibit D to the Prospectus).
(10) - 04 Escrow Agmt. among Escrow Agent, Underwriter, and the Partnership.
          (included as Exhibit E to the Prospectus).
(10) - 05 Introducing Broker Clearing Agreement by and between Vision Limited 
          Partnership as futures commission merchant (the "FCM") and Futures 
          Investment Company as introducing broker (the "IB")
(11)      Not Applicable - start-up business
(12)      Not Applicable
(13)      Not Required
(14)      None
(15)      None
(16)      Not Applicable
(17)      Not Required
(18)      Not Required
(19)      Not Required
(20)      Not Required
(21)      None
(22)      Not Required
(23) - 01 Consent of Frank L. Sassetti & Co., Certified Public Accountants
(23) - 02 Consent of James Hepner, Certified Public Accountant
(23) - 03 Consent of The Scott Law Firm, P.A.
(23) - 04 Consent of Michael J. Frischmeyer, CTA
(23) - 05 Consent of Commoditech, Inc., CTA
(23) - 06 Consent of Rosenbery Capital Management, Inc., CTA
(23) - 07 Consent of J.A.H. Research and Trading, CTA
(23) - 08 Consent of C&M Traders, Inc., CTA
(23) - 09 Consent of Futures Investment Company, as Selling Agent
(23) - 10 Consent of Futures Investment Company, as Introducing Broker
(23) - 11 Consent of Star Financial Bank, Angola, Indiana, Escrow Agent
(23) - 12 Consent of Vision Limited Partnership
(24)      None
(25)      None
(26)      None
(27)      Not Applicable
(28)      Not Applicable
(99) - 01 Subordinated Loan Agreement for Equity Capital
(99) - 02 Representative's Agreement between Futures Investment Company and 
          Shira Del Pacult

(b)    Financial Statement Schedules. 

      No Financial Schedules are required to be filed herewith.

Item 17. Undertakings.

(a)  (1)  The undersigned registrant hereby undertakes to file, during any 
period in which offers or sales are being made, a post-effective 
amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the 
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or 
the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represents a fundamental: 
change in the information set forth in the registration 
statement;

          (iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in the 
registration statement or any material change to such 
information in the registration statement.

     (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall 
be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof.

     (3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the 
termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for the purpose of 
determining any liability under the Securities Act of 1933, each post-
effective amendment that contains a form of prospectus shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof. 

(c)  The General Partner has provided an indemnification to Futures Investment 
Company, the best efforts selling agent.  The Partnership (issuer) has 
not made any indemnification to Futures Investment Company. 

     Insofar as indemnification for liabilities under the Securities Act of 
1933 may be permitted to directors, officers and controlling persons of 
the Registrant including, but not limited to, the General Partner 
pursuant to the provisions described in Item 14 above, or otherwise, the 
Registrant had been advised that, in the opinion of the Securities and 
Exchange Commission, such indemnification is against public policy as 
expressed in the Securities Act of 1933 and is, therefore, 
unenforceable.   In the event that a claim for indemnification against 
such liabilities (other than the payment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
Registrant in the successful defense of any such action, suit or 
proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of 
such issue.
******************************************************************************

                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the General 
Partner of the Registrant has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in the 
City of Fremont in the State of Indiana on this 4th day of May, 1998.  

ASHLEY CAPITAL MANAGEMENT, INC.        ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                                       BY ASHLEY CAPITAL MANAGEMENT, INC.
                                       GENERAL PARTNER

BY: s/ Shira Del Pacult                BY: s/ Shira Del Pacult
    MS. SHIRA PACULT                       MS. SHIRA PACULT
    PRESIDENT                              PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed below by the following person on behalf of Ashley 
Capital Management, Inc., General Partner of the Registrant in the capacities 
and on the date indicated.

s/ Shira Del Pacult
MS.  SHIRA PACULT
PRESIDENT

Date:  May 4, 1998

(Being the principal executive officer, the principal financial and accounting 
officer and the sole director of Ashley Capital Management, Inc., General 
Partner of the Fund)