UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported): September 19, 2003


                     Atlas Futures Fund, Limited Partnership
             (Exact name of registrant as specified in its charter)


        Delaware                   333-59976                 51-0380494
 (State or jurisdiction         Commission file           (I.R.S. Employer
    of incorporation)               number               Identification No.)


                      5916 N. 300 West, Fremont, IN 46737
               (Address of principal executive offices) (Zip Code)


                                 (260) 833-1306
              (Registrant's telephone number, including area code)

                                 Not applicable
             (Former name, former address and former fiscal year,
                         if changed since last report)


Item 1. Changes in Control of Registrant.

Change in the Ownership, sole Director and President of the Corporate GP

Without waiver of the position that a change in the ownership and management
of its Corporate GP is a not a reportable change in control of Registrant,
Registrant reports that Effective September 10, 2003, Michael P. Pacult
became the sole shareholder and sole Director and President of Ashley Capital
Management, Inc, the Corporate GP and a commodity pool operator of the
Registrant.  Effective that same date, Shira Del Pacult transferred her 100%
shareholding in the Corporate GP to her husband, Michael P. Pacult and
resigned as a Director and President of the Corporate GP.  She remains as the
officer in charge of client relations for the Corporate GP.

Addition of General Partner

Michael P. Pacult is added as an additional general partner and commodity
pool operator to the Registrant.  The term general partner shall refer to
Ashley Capital Management, Inc., Shira Del Pacult, and Michael P. Pacult.
The corporate general partner continues to be primarily responsible for the
management of the Registrant.

Item 2. Acquisition or Disposition of Assets.

      None

Item 3. Bankruptcy or Receivership.

None.

Item 4. Changes in Registrant's Certifying Accountant.

None.

Item 5. Other Events and Regulation FD Disclosure.

5. A.  Change in Futures Commission Merchant

The general partner has selected Citigroup Global Markets, Inc. 388 Greenwich
St., New York, New York 10013 to serve as the futures commission merchant for
the partnership.  At all locations in the Prospectus and the prior Post
Effective Amendment all references to Refco, Inc. are deleted and, Citigroup
is inserted in Refco's place.

The effective October 1, 2003, the Registrant will commence clearing through
an account it opened in its name at Citigroup to hold as security for the
trades selected by the commodity trading advisor.  The general partner has
directed Citigroup to send the general partner and the commodity trading
advisor, before the open of business each day, a computer or fax report that
describes the positions held, the margin allocated, and the profit or loss on
the positions from the date the positions were taken

Citigroup Global Markets Inc. ("Citigroup") is a New York corporation with
its principal place of business at 388 Greenwich St., New York, New York
10013 and a subsidiary of Citibank, N.A., 390 Greenwich St., 5th Floor, New
York, New York 10013.  Citigroup (formerly Salomon Smith Barney Inc.) is
registered as a broker-dealer and futures commission merchant and provides
futures brokerage and clearing services for institutional and retail
participants in the futures markets.  Citigroup and its affiliates also
provide investment banking and other financial services for clients
worldwide.

The Citigroup acts only as the clearing broker for the Fund and, as such, is
paid commissions for executing and clearing trades.    It has not passed upon
the adequacy or accuracy of the Registrant's prospectus or any post effective
amendment, including the amendment that described its appointment as the
futures commission merchant for the trading account of the Registrant.
Citigroup will not act in any supervisory capacity with respect to the
general partner nor participate in the management of the general partner or
the Registrant.  Therefore, prospective investors in Registrant should not
rely on Citigroup's agreement to clear trades for the Registrant, or for any
other reason related to Citigroup, in deciding whether or not to purchase
interests in the Registrant.

Neither Citigroup Global Markets, Inc. or any of its principals have been the
subject of any administrative, civil, or criminal action, whether pending, on
appeal, or concluded, within the preceding five years that Citigroup would
deem material except:

In the ordinary course of its business, Citigroup is a party to various
claims and regulatory inquiries.

Both the Department of Labor and the Internal Revenue Service ("IRS") have
advised Citigroup that they were or are reviewing transactions in which
Ameritech Pension Trust purchased from Citigroup and certain affiliates
approximately $20.9 million in participations in a portfolio of motels owned
by Motels of America, Inc. and Best Inns, Inc.  With respect to the IRS
review, Citigroup and certain affiliated entities have consented to
extensions of time for the assessment of excise taxes that may be claimed to
be due with respect to the transactions for the years 1987, 1988 and 1989.

In December 1998, Citigroup was one of twenty-eight market-making firms that
reached a settlement with the US Securities and Exchange Commission In the
Matter of Certain Market Making Activities on NASDAQ.  Citigroup without
admitting or denying the factual allegations, agreed to an order that
required that it:  (i) cease and desist from committing or causing any
violations of Sections 15(c)(1) and (2) of the Securities Exchange Act of
1934 and Rules 15c1-2, 15c2-7 and 17a-3 thereunder, (ii) pay penalties
totaling approximately $760,000, and (iii) submit certain policies and
procedures to an independent consultant for review.

In April 2000, CGM and several other broker-dealers entered into a settlement
with the IRS and the US Securities and Exchange Commission concluding an
industry-wide investigation into the pricing of Treasury securities in
advanced refunding transactions.

Beginning in April 2002, Citigroup and several other broker dealers received
subpoenas and/or requests for information from various governmental and self-
regulatory agencies and Congressional committees as part of their research,
initial public offerings allocation and spinning-related inquiries.   With
respect to issues raised by the US Securities and Exchange Commission, the
National Association of Securities Dealers and the New York Stock Exchange
about Citigroup's and the other firms' e-mail retention practices, Citigroup
and several other broker/dealers and the above regulatory agencies entered
into a settlement agreement in December 2002.  Salomon Smith Barney Inc. (now
Citigroup) agreed to pay a penalty in the amount of $1.65 million but did not
admit to any allegations of wrongdoing.

On April 28, 2003, Citigroup announced final agreements with the US
Securities and Exchange Commission, the National Association of Securities
Dealers, the New York Stock Exchange and the New York Attorney General (as
lead state among the 50 states, the District of Columbia and Puerto Rico) to
resolve on a civil basis all of their outstanding investigations into its
research and Initial Public Offering allocation and distribution practices
(the "Research Settlement").  As part of the Research Settlement, Citigroup
has consented to the entry of (1) an injunction under the Federal securities
laws to be entered in the United States District Court for the Southern
District of New York, barring Solomon Smith Barney (now Citigroup) from
violating provisions of the Federal securities laws and related National
Association of Securities Dealers and New York Stock Exchange rules relating
to research, certain Initial Public Offering allocation practices, the
safeguarding of material nonpublic information, and the maintenance of
required books and records and requiring Citigroup to adopt and enforce new
restrictions on the operation of research; (2) an National Association of
Securities Dealers Acceptance Waiver and Consent requiring Citigroup to cease
and desist from violations of corresponding National Association of
Securities Dealer rules and requiring Citigroup to adopt and enforce the same
new restrictions; (3) an New York Stock Exchange Stipulation and Consent
requiring Citigroup to cease and desist from violations of corresponding New
York Stock Exchange rules and requiring Citigroup to adopt and enforce the
same new restrictions; and (4) an Assurance of Discontinuance with the New
York Attorney General containing substantially the same or similar
restrictions. As required by the Research Settlement, Citigroup expects to
enter into related settlements with each of the other states, the District of
Columbia and Puerto Rico. Consistent with the settlement-in-principle
announced in December 2002, the Research Settlement requires Citigroup to pay
$300 million for retrospective relief, plus $25 million for investor
education, and commit to spend $75 million to provide independent third-party
research to its clients at no charge. Citigroup reached these final
settlement agreements without admitting or denying any wrongdoing or
liability. The Research Settlement does not establish wrongdoing or liability
for purposes of any other proceeding. The $300 million was accrued during the
2002 fourth quarter.

To effectuate the Research Settlement, the US Securities and Exchange
Commission filed a Complaint and Final Judgment in the United States District
Court for the Southern District of New York.  The Court has not yet entered
the Final Judgment, and the Court has asked for certain additional
information.  The National Association of Securities Dealers has accepted the
Letter of Acceptance, Waiver and Consent entered into with Citigroup in
connection with the Research Settlement, and in May 2003, the New York Stock
Exchange advised Citigroup that the Hearing Panel's Decision, in which it
accepts the Research Settlement, has become final.  Citigroup is currently in
discussions with various states with respect to completion of the state
components of the Research Settlement.  Payment will be made in conformance
with the payment provision of the Final Judgment to be entered by the Court.

In May 2003, the US Securities and Exchange Commission, New York Stock
Exchange and National Association of Securities Dealers issued subpoenas and
letters to Citigroup requesting documents and information with respect to
their continuing investigation of individuals in connection with the
supervision of the research and investment banking department of Citigroup.

On June 23, 2003, the West Virginia Attorney General filed an action against
Citigroup and nine other firms that were parties to the Research Settlement.
The West Virginia Attorney General alleges that the firms violated the West
Virginia Consumer Credit and Protection Act in connection with their research
activities and seeks monetary penalties.

On July 28, 2003, Citigroup's parent corporation, Citibank, N.A., 390
Greenwich Street, 5th Floor, New York, New York 10013 entered into a final
settlement with the US Securities and Exchange Commission to resolve an
outstanding investigation into Citigroup's transactions with Enron and Dynegy
Inc.  Pursuant to the settlement, Citigroup has, among other terms, (1)
consented to the entry of an administrative cease and desist order, which
bars Citigroup from committing or causing violations of provisions of the
Federal securities laws, and (2) agreed to pay $120 million ($101.25 million
allocable to Enron and $18.75 million allocable to Dynegy).  Citibank, N.A.
entered into this settlement without admitting or denying any wrongdoing or
liability, and the settlement does not establish wrongdoing or liability for
purposes of any other proceeding.

On July 28, 2003, Citibank, N.A. entered into an agreement with the United
States Office of the Comptroller of the Currency and Citigroup entered into
an agreement with the Federal Reserve Bank of New York to resolve their
inquiry into certain of Citigroup's transactions with Enron.  Pursuant to the
agreements, Citibank and Citigroup have agreed to submit plans to the these
two regulators regarding the handling of complex structured finance
transactions.  Also on July 28, 2003, Citigroup entered into a settlement
agreement with the Manhattan District Attorney's Office to resolve its
investigation into certain of Citigroup's transactions with Enron.  Pursuant
to that settlement, Citigroup has agreed to pay $25.5 million and to abide by
its agreements with the US Securities and Exchange Commission, US Office of
the Comptroller of the Currency and Federal Reserve Bank of New York.

Additional lawsuits containing similar claims to those described above may be
filed against Citigroup Global Markets, Inc. and its affiliates in the
future.

Citigroup has represented to Registrant that it does not believe that the
foregoing matters are or any future related similar claims will be material
to the clearing and execution services it will render to the Partnership.

5.  B.  Deletion of Introducing Broker

All reference to Futures Investment Company as the introducing broker is
deleted.  An introducing broker will no longer introduce the partnership
account to the futures commission merchant.  The corporate general partner to
the Registrant will charge all fixed commissions and it shall pay all
commissions, fees and other expenses of operation and trading that were paid
by the introducing broker.

Item 6. Resignations of Registrant's Directors.

Notice of Intent of Individual General Partner to Resign

On August 21, 2003, the Partners of the Registrant were provided with notice
that Ms. Shira Del Pacult will resign as an individual General Partner and a
commodity pool operator of Registrant effective 120 days from the date of the
Notice.  After her resignation, the Corporate GP and Michael P. Pacult,
individual GP will continue to mange the Registrant.
..
Item 7. Financial Statements and Exhibits.

      None.

Item 8. Change in Fiscal Year.

      None.

Item 9. Regulation FD Disclosure.
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this 8-K report to be signed on its behalf by the
undersigned hereunto duly authorized.

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


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

Date: September 19, 2003