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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number ____333-61217______

Atlas Futures Fund, Limited Partnership
---------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Delaware 51-0380494
- ------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

5916 N. 300 West, Fremont, IN 46737
- ---------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (260) 833-1505
- ------------------------------------------------------------------------
Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
and Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.



Part 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

The reviewed financial statements for the Registrant for the third quarter
ended March 31, 2004, and audited results for the calendar year 2003 are
attached hereto and made a part hereof.

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

During the past quarter and in the future, Registrant, did and will, pursuant
to the terms of the Limited Partnership Agreement, engage in the business of
speculative trading of commodity futures and options markets through the
services of its commodity trading advisor, Clarke Capital Management, Inc.

The Units are sold through the broker dealer selected by the General Partner,
Futures Investment Company, at the Net Asset Value per Unit as of the close
of business on the last day of the month in which subscriptions are received
by the General Partner.

The Registrant will continue to offer Units for sale to the public via its
fully amended and restated prospectus dated December 23, 2003 until the total
amount of registered securities, $15,000,000, is sold or the offering
terminates.

To obtain a return of invested capital or appreciation, if any, purchasers of
Units must look solely to the redemption feature of the Partnership or to the
General Partner, in its sole judgment, to elect to make distributions. There
is no current market for the Units sold and none is expected to develop nor
is the General Partner expected to make distributions.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

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

None



Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) None

(b) None

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the
period ended March 31, 2004, to be signed on its behalf by the undersigned,
thereunto duly authorized.

Registrant: Atlas Futures Fund, Limited Partnership
By Ashley Capital Management, Incorporated
Its General Partner


By: /s/ Michael P. Pacult
Mr. Michael Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the
General Partner
Date: May 20, 2004




ATLAS FUTURES FUND,
LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

INDEX TO FINANCIAL STATEMENTS


Page

Accountants' Review Report F-2

Financial Statements

Balance Sheets as of March 31, 2004 and December 31, 2003 F-3

Schedules of Investments as of March 31, 2004 and
December 31, 2003 F-4 - F-7

Statements of Operations for the Three Months Ended
March 31, 2004 and 2003 F-8

Statements of Partners' Equity for the Three Months Ended
March 31, 2004 and 2003 F-9

Statements of Cash Flows for the Three Months Ended
March 31, 2004 and 2003 F-10

Notes to Financial Statements F-11 - F-17



























F-1


Frank L. Sassetti & Co.

Certified Public Accountants


To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware


We have reviewed the balance sheet, including
the schedule of investments, of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of
March 31, 2004 and the related statements of operations, partners' equity and
cash flows for the three months ended March 31, 2004 and 2003. These
financial statements are the responsibility of the Partnership's management.

We conducted our review in accordance with
standards established by the American Institute of Certified Public
Accountants. A review of interim financial information consists principally
of applying analytical procedures to financial data and making inquires of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the United States, the objective of
which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our review we are not aware of any
material modifications that should be made to the financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States.

We have previously audited, in accordance with
auditing standards generally accepted in the United States, the balance
sheet, including the schedule of investments, of ATLAS FUTURES FUND, LIMITED
PARTNERSHIP as of December 31, 2003 and the related statements of operations,
partner's equity and cash flows for the year then ended (not presented
herein); and in our report dated February 20, 2004, we expressed an
unqualified opinion on these financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31,
2003 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.

/s/ Frank L. Sassetti & Co.

May 18, 2004
Oak Park, Illinois







6611 W. North Avenue * Oak Park, Illinois 60302
* Phone (708) 386-1433 * Fax (708) 386-0139
F-2



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

BALANCE SHEETS

MARCH 31, 2004 AND DECEMBER 31, 2003

ASSETS
March 31,
2004 December 31,
(A Review) 2003

Investments
Equity in Commodity Futures Trading Accounts -
Cash and cash equivalents $7,929,898 $6,930,523
Net unrealized gain on open commodity futures
contracts 428,499 694,260

8,358,397 7,624,783

Cash 133,055 37,775
Accrued interest receivable 20,086 6,936
Prepaid trading commissions 9,669 -
Prepaid incentive fees - 94,433

$8,521,207 $7,763,927


LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
Partner redemptions payable $ 41,180 $ 46,267
Accrued trading commissions payable - 487
Incentive fees payable 166,690 -
Front end load payable 4,800 376
Other accrued liabilities 15,500 27,000

Total Liabilities 228,170 74,130


PARTNERS' EQUITY
Limited partners - (4,351.60 and 4,393.05 units) 8,293,037 7,689,797
General partner - (0 units)

Total Partners' Equity 8,293,037 7,689,797

$8,521,207 $7,763,927







See accompanying notes.
F-3



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

SCHEDULE OF INVESTMENTS

MARCH 31, 2004
(A Review)

Contracts Value Percent

United States Commodity Futures Positions, Held Long:

62 June '04 CMX Gold $ 38,200 0.46%
30 May '04 Crude Oil (9,800) (0.12)
88 May '04 Corn 60,825 0.73
28 May '04 Soybean Meal 107,240 1.28
32 June '04 2 Year T-Note 4,500 0.05
30 June '04 Live Cattle 300 0.01
28 September '04 Eurodollar (1,400) (0.02)

Total United States Commodity Futures Positions 199,865 2.39

European Commodity Futures Positions, Held Long:

114 June '04 5 Year Euro Bobl 169,072 2.02
23 June '04 3 Month Euribor 15,192 0.19
55 June '04 2 Year Bond 37,174 0.44
60 June '04 10 Year German Bund 20,646 0.25

Total European Commodity Positions 242,084 2.90

Total Commodity Futures Positions 441,949 5.29

United States Commodity Futures Positions, Sold Short:

30 June '04 10 Year T-Note (12,000) (0.14)
62 June '04 Mexican Peso (1,450) (0.02)
(13,450) (0.16)

Net Commodity Futures Positions 428,499 5.13














See accompanying notes.
F-4



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

SCHEDULE OF INVESTMENTS

MARCH 31, 2004
(A Review)

Value Percent


Cash and Cash Equivalents in Trading Accounts:

May '04 United States Treasury Bills
($5,000,000 Face Value) $4,973,700 59.51%
United States Markets 2,834,724 33.91
Euro Dollar Markets (7,304) (0.09)
British Pound Markets (200,227) (2.40)
Australian Dollar Markets (21,787) (0.26)
Japanese Yen Markets 350,792 4.20

Total Cash and Cash Equivalents in Trading Accounts 7,929,898 94.87

Total Investments $8,358,397 100.00%






























See accompanying notes.
F-5



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2003


Contracts Value Percent

United States Commodity Futures Positions, Held Long:

27 Feb '04 Crude Oil $(18,900) (0.25)%
54 Feb '04 Unleaded Gas 54,205 0.71
27 Mar '04 Soybeans 10,800 0.14
27 Mar '04 Soybean Meal 32,670 0.43
104 Mar '04 Euro FX 401,700 5.27
52 Mar '04 British Pound 142,675 1.87
53 Mar '04 Swiss Franc 22,025 0.29
27 Jan '04 Gas Oil 25,650 0.34
27 Feb '04 Brent Crude 5,940 0.08

Total United States Commodity Futures Positions 676,765 8.88

European Commodity Futures Positions, Held Long:

27 Mar '04 5 Year Euro Bobl (340) (0.00)



Japanese Commodity Futures Positions, Held Long:

27 Oct '04 Gold 1,010 0.01
53 Oct '04 Platinum 16,195 0.21

Total Japanese Commodity Positions 17,205 0.22

Total Commodity Futures Positions 693,630 9.10
















See accompanying notes.
F-6



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2003


Contracts Value Percent

Japanese Commodity Futures Positions, Sold Short:

27 Nov '04 Arabica Coffee $ 630 0.01%


Net Commodity Futures Positions 694,260 9.11

Cash and Cash Equivalents in Trading Accounts:

Mar '04 United States Treasury Bills
($5,000,000 Face Value) $4,973,700 65.23%
United States Markets 1,940,209 25.44
Euro Dollar Markets (54,581) (0.72)
British Pound Markets (32,377) (0.42)
Japanese Yen Markets 103,572 1.36

Total Cash and Cash Equivalents in Trading Accounts 6,930,523 90.89

Total Investments $7,624,783 100.00%

























See accompanying notes.
F-7



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(A Review)


2004 2003

INVESTMENT AND OTHER INCOME
Interest income $ 17,385 $ 18,005
Redemption penalty 735

Total Income 17,385 18,740

EXPENSES
Commissions 133,226 152,753
Management fees - 33,442
Continuing service fee 76,172 -
Incentive fees 261,124 366,519
Professional accounting and legal fees 43,006 31,927
Other operating and administrative expenses 13,185 630

Total Expenses 526,713 585,271

Net Investment Loss (509,328) (566,531)

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized gain from trading in futures 1,432,544 3,015,220
Realized gain (loss) on exchange rate
fluctuation 10,937 22,334
Changes in unrealized gains (losses) on open
commodity open futures contracts (265,760) (1,181,098)

Total Realized and Unrealized Gain
(Loss) on Investments 1,177,721 1,856,456

NET INCOME $ 668,393 $1,289,925

NET INCOME -
Limited partnership unit $ 155.80 $ 278.00

General partnership unit $ $








See accompanying notes.
F-8



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

STATEMENTS OF PARTNERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(A Review)




2004 2003
Amount Units Amount Units

Beginning balance-
December 31 $7,689,797 4,393.05 $6,200,090 4,727.47

Partner additions 188,803 103.44 181,420 112.66

Syndication costs (7,934) - - -

Partner withdrawals (246,022) (144.89) (1,149,380) (737.25)

Net Income 668,393 - 1,289,925 -

Balance at March 31, $8,293,037 4,351.60 $6,522,055 4,102.88





2004 2003

Value per unit $1,905.74 $1,589.63

Total partnership units 4,351.60 4,102.88


















See accompanying notes.
F-9



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(A Review)


2004 2003

CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 668,393 $1,289,925
Adjustments to reconcile net income to net
cash provided by operating activities -
Changes in operating assets and liabilities -
Investments 265,761 383,139
Accrued interest receivable (13,150) (2,102)
Accrued/ prepaid commissions (10,156) (1,723)
Accrued management and incentive fees 166,690 379,139
Prepaid incentive fees 94,433 -
Other payables and accruals (7,076) 1,775

Net Cash Provided By
Operating Activities 1,164,895 2,050,153

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 188,803 45,020
Syndication costs (7,934) -
Partner redemptions (251,109) (327,763)

Net Cash Used In
Financing Activities (70,240) (282,743)

NET INCREASE IN CASH
AND CASH EQUIVALENTS 1,094,655 1,767,410

CASH AND CASH EQUIVALENTS
Beginning of period 6,968,298 1,897,432

End of period $8,062,953 $3,664,842

End of period cash and cash equivalents
consists of:
Cash and cash equivalents in broker
trading accounts $7,929,898 $3,664,641
Cash 133,055 201

$8,062,953 $3,664,842




See accompanying notes.
F-10



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003
(A Review)

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Atlas Futures Fund, Limited Partnership (the Fund) was formed January
12, 1998 under the laws of the State of Delaware. The Fund is engaged in the
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc.(Ashley) and Michael Pacult
are the General Partners and the commodity pool operators (CPOs) of the Fund.
The commodity trading advisor (CTA) is Clarke Capital Management, Inc. who
has the authority to trade as much of the Fund's equity as is allocated to it
by the General Partner that is currently estimated to be 97% of total equity.
The principal selling agent is Futures Investment Company (Futures), which is
controlled by Michael Pacult and his wife.

Interim Financial Statements - The balance sheet as of March 31, 2004,
including the March 31, 2004 schedule of investments, and the statements of
operations, partners' equity and cash flows for the three months ended March
31, 2004 and 2003 are unaudited. In the opinion of management, such financial
statements reflect all adjustments, which were of a normal and recurring
nature, necessary for a fair presentation of financial position as of March
31, 2004 and the results of operations and cash flows for the three months
ended March 31, 2004 and 2003.

Regulation - The Fund is a registrant with the Securities and Exchange
Commission (SEC) pursuant to the Securities and Exchange Act of 1933 (the
Act). The Fund is subject to the regulations of the SEC and the reporting
requirements of the Act. The Fund is also subject to the regulations of the
Commodities Futures Trading Commission (CFTC), an agency of the U.S.
government which regulates most aspects of the commodity futures industry,
the rules of the National Futures Association and the requirements of various
commodity exchanges where the Fund executes transactions. Additionally, the
Fund is subject to the requirements of futures commission merchants and
interbank market makers through which the Fund trades and regulated by
commodity exchanges and by exchange markets that may be traded by the
advisor.

Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at the initial closing as part of the offering expense. The Fund
remains open to new partners, and incurs costs required to retain the ability
to issue new units. Such costs are treated in a similar manner. Costs of
recurring annual and quarterly filings with regulatory agencies are expensed
as incurred.

Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the 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.

See accompanying notes.
F-11



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003
(A Review)

1. NATURE OF BUSINESS AND 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 amount
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.

Income Taxes - The Fund is not required to provide a provision for
income taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.

Reclassifications - Certain reclassifications have been made to the
2003 financial statements to conform to the 2004 presentation.

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.
Net cash provided by operating activities include no cash payments for
interest or income taxes for the periods ended March 31, 2004 and 2003.

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

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 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.

If the daily net unit value of the partnership falls to less than 50%
of the highest value earned through trading at the close of any month, then
the General Partner will immediately suspend all trading, provide all limited
partners with notice of the reduction and give all limited partners the
opportunity, for fifteen days after such notice, to redeem partnership
interests. No trading will commence until after the lapse of the fifteen day
period.

See accompanying notes.
F-12



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003
(A Review)

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.

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 Partners.

Federal Income Tax Allocations - 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 and
expenses of the Fund.

Subscriptions - Investors must submit subscription agreements and funds
at least five business days prior to month end. Subscriptions must be
accepted or rejected by the general partner within five business days. The
investor also has five business days to withdraw his subscription. Funds are
deposited into an interest bearing escrow account and will be transferred to
the Fund's account on the first business day of the month after the
subscription is accepted. Interest earned on the escrow funds will accrue to
the account of the investor.

Redemptions - A limited partner may request any or all of his
investment be redeemed at the net asset value as of the end of a month. The
written request must be received by the general partner no less than ten
business days prior to a month end. Redemptions will generally be paid within
twenty days of the effective month end. However, in various circumstances due
to liquidity, etc. the general partner may be unable to comply with the
request on a timely basis. Redemption fees are charged during the first 24
months of investment based on a sliding scale (4% - 0%). Effective January 1,
2004, redemption penalties are no longer charged.

4. FEES

Prior to January 1, 2004, the Fund was charged the following fees:

A monthly management fee of 2% (annual rate) of the Fund's net assets
allocated to the Fund's Corporate General Partner.






See accompanying notes.
F-13



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003
(A Review)

4. FEES - CONTINUED

An incentive fee of 25% of "new trading profits" is paid to each CTA.
"New trading profits" includes all income earned by each 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. It is possible
for one CTA to be paid an incentive fee during a quarter of a year when the
Fund experiences a loss.

The Fund pays a combination of fixed commissions and continuing service
fees 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.

Effective January 1, 2004, the Fund is charged the following fees:

A monthly commission of 7% (annual rate) of the Fund's assets on
deposit with the futures commission merchant. The Corporate General Partner
is responsible for payments of brokerage commission and fees to the futures
commission merchant.

The quarterly incentive fee of 25% of "new trading profits" paid to
each CTA is unchanged.

A monthly continuing service fee of 4% (annual rate) of the investment
in the Fund (as defined) will be paid to the selling agent.

The Corporate General Partner reserves the right to change the fee
structure at his sole-discretion.

5. RELATED PARTY TRANSACTIONS

The Fund paid the following expenses to related parties during the
periods ended March 31, 2004 and 2003.

2004 2003

Commission/Management Fee - Ashley $106,560 $ 20,822

Commission - Futures $ - $104,146

Continuing Service Fee - Futures $ 76,172 $ -







See accompanying notes.
F-14



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003
(A Review)

5. RELATED PARTY TRANSACTIONS- CONTINUED

Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. In the normal course of business, the
Fund has provided general indemnifications to the General Partner, its CTA
and others when they act, in good faith, in the best interests of the Fund.
The Fund is unable to develop an estimate for future payments resulting from
unasserted and unknown claims, but expects the risk of having to make any
payments under these indemnifications to be remote.

6. TRADING ACTIVITIES AND RELATED RISKS

The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. The Fund is exposed to both market risk, the risk
arising from changes in market value of the contracts, and credit risk, the
risk of failure by another party to perform according to the terms of a
contract.

A certain portion of cash and Treasury Bills in trading accounts are
pledged as collateral for commodities trading on margin. Additional deposits
may be necessary for any loss on contract value. The Commodity Exchange Act
requires a broker to segregate all customer transactions and assets from such
broker's proprietary activities.

Each U.S. commodity exchange, with the approval of the CFTC, and the
futures commission merchant establish minimum margin requirements for each
traded contract. The futures commission merchant may increase the margin
requirements above these minimums for any or all contracts. In general, the
amount of required margin should never fall below 10% of the Net Asset Value.
The cash deposited in trading accounts at March 31, 2004 and December 31,
2003 was $2,956,198 and $1,956,823, respectively, which equals approximately
36% and 25% of Net Asset Value, respectively. The Fund also purchases United
States Treasury bills as a form of margin. At March 31, 2004 and December
31, 2003, $4,973,700 and $4,973,700, respectively, was invested in U.S.
Treasury Bills, which approximates 60% and 65% of Net Asset Value,
respectively.













See accompanying notes.
F-15


ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003
(A Review)

6. TRADING ACTIVITIES AND RELATED RISKS- CONTINUED

Trading in futures contracts involves entering into contractual
commitments to purchase or sell a particular commodity at a specified date
and price. The gross or face amount of the contract, which is typically many
times that of the Fund's net assets being traded, significantly exceeds the
Fund's future cash requirements since the Fund intends to close out its open
positions prior to settlement. As a result, the Fund is generally subject
only to the risk of loss arising from the change in the value of the
contracts. The market risk is limited to the gross or face amount of the
contracts held of $68,440,887 and $38,468,967 on long positions at March 31,
2004 and December 31, 2003, respectively. However, when the Fund enters into
a contractual commitment to sell commodities, it must make delivery of the
underlying commodity at the contract price and then repurchase the contract
at prevailing market prices or settle in cash. Since the repurchase price to
which a commodity can rise is unlimited, entering into commitments to sell
commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including
government programs and policies, political and economic events, the level
and volatility of interest rates, foreign currency exchange rates, the
diversification effects among the derivative instruments the Fund holds and
the liquidity and inherent volatility of the markets in which the Fund
trades.

The unrealized gains on open commodity futures contracts at March 31,
2004 and December 31, 2003 were $428,499 and $694,260, respectively.

Open contracts generally mature within three months. As of March 31,
2004, the latest maturity date for open futures contracts is September, 2004.
However, the Fund intends to close all contracts prior to maturity.

Credit risk is the possibility that a loss may occur due to the failure
of a counter party to perform according to the terms of a contract.

The Fund has a substantial portion of its assets on deposit with
financial institutions. In the event of a financial institution's insolvency,
recovery of Fund deposits may be limited to account insurance or other
protection afforded deposits.

The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.






See accompanying notes.
F-16



ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003
(A Review)

7. FINANCIAL HIGHLIGHTS

Three Months Ended March 31,

2004 2003
Performance per Unit (5)

Net unit value, beginning of period $1,750.45 $1,311.50

Net realized and unrealized gains/
losses on commodity transactions 271.01 405.96

Investment and other income 4.01 4.23

Expenses (1) (119.73) (132.06)

Net increase (decrease) for the period 155.29 278.13

Net unit value, end of period $1,905.74 $1,589.63

Net assets, end of period (000) $ 8,293 $6,522

Total return (3) 8.87% 21.21%

Ratio to average net assets (4)
Investment and other income 1.10% .89%
Expenses (2) (10.33)% (19.71)%

(1) Includes brokerage commissions

(2) Excludes brokerage commissions

(3) Not annualized

(4) Annualized for all periods

(5) Investment and other income and expenses is calculated using
average number of units outstanding during the year. Net realized
and unrealized gains/losses on commodity transactions is a
balancing amount necessary to reconcile the change in net unit
value.











See accompanying notes.
F-17