SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Under Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the quarterly period ended March 31, 2009

Commission File Number 0-16898

PROFUTURES DIVERSIFIED FUND, L.P.

(Exact name of Partnership)

Delaware		75-2197831
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

ProFutures, Inc.

11719 Bee Cave Road

Suite 200

Austin, Texas 78738

(Address of principal executive offices)

Partnership’s telephone number

(800) 348-3601

Indicate by check mark whether the Partnership (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 Partnership was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x

No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o

No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large Accelerated Filer o		Accelerated Filer o

	Non-Accelerated Filer o		Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No x

TABLE OF CONTENTS

	Page
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements	2-11

Item 1. Notes to Financial Statements	12-28

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29-33

Item 3. Quantitative and Qualitative Disclosures About Market Risk	33

Item 4T. Controls and Procedures	33


PART II – OTHER INFORMATION

Item 1. Legal Proceedings	34

Item 1A. Risk Factors	34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34-35

Item 3. Defaults Upon Senior Securities	35

Item 4. Submission of Matters to a Vote of Security Holders	35

Item 5. Other Information	35

Item 6. Exhibits	35

Signatures	36

Rule 13a–14(a)/15d–14(a) Certifications	37-38

Section 1350 Certifications	39-40

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PROFUTURES DIVERSIFIED FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

March 31, 2009 (Unaudited) and December 31, 2008 (Audited)

_________________

	March 31,		December 31,
	2009		2008
ASSETS
Equity in broker trading accounts
Cash	$	6,267,437	$	6,035,775
Unrealized gain (loss) on open futures contracts		9,223		289,265

Deposits with broker		6,276,660		6,325,040

Cash		1,422		3,533
Investments in other commodity pools		12,093,617		12,583,933
Redemption receivable from other commodity pool		0		1,315,742

Total assets	$	18,371,699	$	20,228,248

LIABILITIES
Accounts payable	$	44,040	$	40,823
Commissions and other trading fees
on open contracts		1,428		1,576
Incentive fees payable		55,689		185,497
Management fees payable (includes $57,112 and
$129,324 payable to the General Partner at
March 31, 2009 and December 31, 2008, respectively)		84,859		156,423
Redemptions payable		214,017		342,900

Total liabilities		400,033		727,219

PARTNERS’ CAPITAL (Net Asset Value)
Partners’ Capital (Non-restricted units):
General Partner – 184 and 173 units outstanding
at March 31, 2009 and December 31, 2008, respectively		539,185		543,779
Limited Partners – 5,940 and 5,686 units outstanding
at March 31, 2009 and December 31, 2008, respectively		17,432,481		17,851,493
Partners’ Capital (Side pocket/restricted units):
General Partner – 0 and 12 units outstanding
at March 31, 2009 and December 31, 2008, respectively		0		32,232
Limited Partners – 0 and 403 units outstanding
at March 31, 2009 and December 31, 2008, respectively		0		1,073,525

Total partners’ capital (Net Asset Value)		17,971,666		19,501,029

	$	18,371,699	$	20,228,248

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

CONDENSED SCHEDULES OF INVESTMENTS

March 31, 2009 (Unaudited) and December 31, 2008 (Audited)

_________________

	March 31, 2009						December 31, 2008
	Fair Value			% of Net Asset Value			Fair Value			% of Net Asset Value
	Fair Value			% of Net Asset Value			Fair Value			% of Net Asset Value
LONG FUTURES CONTRACTS(1)

Description

U.S.
Agricultural	$	38,905			0.22	%	$	67,037			0.34	%
Currency		7,605			0.04	%		0			0.00	%
Energy		0			0.00	%		20,667			0.10	%
Interest rate		19,422			0.11	%		188,883			0.97	%
Stock index		11,035			0.06	%		33,545			0.17	%

Total U.S. long futures contracts	$	76,967			0.43	%	$	310,132			1.58	%

Foreign
Agricultural	$	6,256			0.03	%	$	1,226			0.01	%
Interest rate		14,824			0.08	%		18,911			0.10	%

Total foreign long futures contracts	$	21,080			0.11	%	$	20,137			0.11	%

SHORT FUTURES CONTRACTS(1)

Description

U.S.
Agricultural	$	(78,074	)		(0.44	)%	$	(45,260	)		(0.23	)%
Currency		(52,894	)		(0.29	)%		101			0.00	%
Energy		30,582			0.17	%		6,870			0.04	%
Interest rate		0			0.00	%		20,969			0.11	%
Stock index		4,870			0.03	%		(22,085	)		(0.12	)%

Total U.S. short futures contracts	$	(95,516	)		(0.53	)%	$	(39,405	)		(0.20	)%

Foreign
Interest rate	$	(270	)		0.00	%	$	2,654			0.01	%
Stock index		6,962			0.04	%		(4,253	)		(0.02	)%

Total foreign short futures contracts	$	6,692			0.04	%	$	(1,599	)		(0.01	)%

Total futures contracts	$	9,223			0.05	%	$	89,265			1.48	%

INVESTMENTS IN OTHER COMMODITY POOLS

SHK Diversified LLC(2)
Investment Objective
To achieve capital appreciation by trading
U.S. and Non U.S. futures and forward
currency contracts	$	0			0.00	%	$	1,315,743			6.75	%

__________________________

(1)

No individual futures contract position constitutes greater than 5% of the Partnership’s Net Asset Value at March 31, 2009 or December 31, 2008. Accordingly, the number of contracts and expiration dates are not presented.

(2)

As of January 31, 2008, the managing member of SHK Diversified LLC (SHK) temporarily suspended future redemptions from this fund. This action was taken by the managing member due to a decline in the liquidity of the markets traded by this fund combined with a significant number of requests for redemptions from this fund. On April 28, 2008, the Partnership submitted a request for full redemption from SHK. Effective December 31, 2008, the managing member of SHK distributed approximately half of the Partnership’s investment in SHK to the Partnership, which was paid to the Partnership on January 15, 2009. Effective February 28, 2009, the managing member of SHK distributed the remaining portion of the Partnership’s investment in SHK to the Partnership, which was paid to the Partnership on March 16, 2009.

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)

March 31, 2009 (Unaudited) and December 31, 2008 (Audited)

_________________

	March 31, 2009					December 31, 2008
	Fair Value		% of Net Asset Value			Fair Value		% of Net Asset Value
INVESTMENTS IN OTHER COMMODITY POOLS (continued)

Valhalla Synergy Fund LLC
Investment Objective
To achieve capital appreciation by trading U.S. and Non U.S. futures and forward currency contracts
Redemption Provisions
Quarterly, with 30 days notice (amended to quarterly, with 45 days notice, effective February 15, 2009)	$	2,772,657		15.43	%	$	2,740,835		14.05	%

Winton Futures Fund, L.P. (US) – Institutional Interests(1)
Investment Objective
To achieve capital appreciation by trading
U.S. and Non U.S. futures contracts
Redemption Provisions
Monthly, with 15 days notice		9,320,960		51.86	%		8,527,355		43.73	%

Total investments in other commodity pools	$	12,093,617		67.29	%	$	12,583,933		64.53	%

___________________

(1)	The General Partner of Winton Futures Fund, L.P. (US) is Altegris Portfolio Management, Inc., an affiliate of Altegris Investments, Inc.

See accompanying notes

PROFUTURES DIVERSIFIED FUND, L.P.

CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)

March 31, 2009 (Unaudited) and December 31, 2008 (Audited)

_________________

Proportional Share of Investments of Other Commodity Pools as of March 31, 2009(1)

Description	Investment Objective			Redemption Provisions	Fair Value	% of Net Asset Value

Valhalla Synergy Master Fund Ltd.	To achieve capital appreciation through the speculative trading of commodities, commodity futures contracts, options on futures contracts and commodities, and spot and forward contracts traded in U.S. and non-U.S. markets.			Quarterly	$ 2,769,230	15.41 %

U.S. Government Agency Bonds and Notes
Face Value		Description		Range of Maturity Dates	Fair Value	% of Net Asset Value

$2,337,904		Federal Home Loan Bank (0.01% - 3.05%)		04/2009 to 12/2010	$ 2,340,988	13.03 %
$2,239,423		Federal Home Loan Mortgage Corporation (1.00% - 2.00%)		12/2009 to 04/2011	$ 2,242,037	12.48 %

Corporate Notes
Face Value		Description		Maturity Dates	Fair Value	% of Net Asset Value

$1,687,257		Bank of America Repo, 0.05%		04/01/2009	$ 1,687,257	9.39 %

Open Long and Short Forward Contracts
No. of Contracts		Description		Range of Expiration Dates	Fair Value	% of Net Asset Value

		Long Forward Contracts

		Metals
334			Aluminum	04/2009 to 12/2012	$ (3,525,626)	(19.62)%

		Short Forward Contracts

		Metals
381			Aluminum	04/2009 to 12/2012	$ 3,936,993	21.91 %

(1)

Represents the Partnership’s proportional share of other commodity pools’ individual underlying investments and open futures and forward contracts which exceed 5% of the Partnership’s Net Asset Value at March 31, 2009. In certain situations open futures contracts that are less than 5% of the Partnership’s Net Asset Value at March 31, 2009 may be presented to better indicate the Partnership’s net exposure to a particular underlying commodity.

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)

March 31, 2009 (Unaudited) and December 31, 2008 (Audited)

_________________

Proportional Share of Investments of Other Commodity Pools as of December 31, 2008(1)

Description	Investment Objective	Redemption Provisions	Fair Value	% of Net Asset Value

Valhalla Synergy Master Fund Ltd.	To achieve capital appreciation through the speculative trading of commodities, commodity futures contracts, options on futures contracts and commodities, and spot and forward contracts traded in U.S. and non-U.S. markets.	Quarterly	$ 2,734,502	14.02 %

Money Market Mutual Fund Investments

Shares	Description	Cost	Fair Value	% of Net Asset Value

1,121,826	UBS Select Prime Institutional Fund	$ 1,121,826	$ 1,121,826	5.75 %

U.S. Government Agency Bonds and Notes

Face Value	Description	Range of Maturity Dates	Fair Value	% of Net Asset Value

$1,278,210	Federal Home Loan Bank (0.03% - 4.35%)	01/2009 to 12/2010	$ 1,281,568	6.57 %

Open Long and Short Forward Contracts

No. of Contracts	Description			Range of Expiration Dates	Fair Value	% of Net Asset Value
	Long Futures Contracts
		Metals
3			Copper	01/2009 to 05/2009	$ 9,130	0.05 %
519			Gold	04/2009 to 12/2010	$ 1,747,460	8.96 %
88			Silver	05/2009 to 07/2011	$ (593,490)	(3.04)%

	Short Futures Contracts
		Metals
9			Copper	02/2009 to 05/2009	$ (65,331)	(0.34)%
519			Gold	02/2009 to 06/2012	$ (2,537,283)	(13.01)%
88			Silver	03/2009 to 12/2011	$ (75,238)	(0.39)%

Open Long and Short Forward Contracts

No. of Contracts	Description			Range of Expiration Dates	Fair Value	% of Net Asset Value
	Long Forward Contracts
		Metals
394			Aluminum	01/2009 to 12/2012	$ 5,470,495	28.05 %
121			Copper	01/2009 to 12/2011	$ 4,836,078	24.80 %

	Short Forward Contracts
		Metals
349			Aluminum	01/2009 to 12/2012	$ (4,626,265)	(23.72)%
114			Copper	01/2009 to 12/2011	$ ( 4,446,044)	(22.80)%

_____________________________

(1)

Represents the Partnership’s proportional share of other commodity pool’s individual underlying investments and open futures contracts which exceed 5% of the Partnership’s Net Asset Value at December 31, 2008. In certain situations, open futures contracts that are less than 5% of the Partnership’s Net Asset Value at December 31, 2008 may be presented to better indicate the Partnership’s net exposure to a particular underlying commodity.

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)

March 31, 2009 (Unaudited) and December 31, 2008 (Audited)

_________________

Proportional Share of Investments of Other Commodity Pools as of December 31, 2008 (continued)(1)

Purchased Options on Futures Contracts

No. of Contracts	Description	Range of Expiration Dates	Fair Value	% of Net Asset Value

	Metals
14	Aluminum	01/2009 to 12/2011	$ 126,957	0.65%
14	Copper	01/2009 to 12/2010	$ 235,909	1.21%

Written Options on Futures Contracts

No. of Contracts	Description	Range of Expiration Dates	Fair Value	% of Net Asset Value

	Metals
29	Aluminum	01/2009 to 12/2011	$ (105,759)	0.54%
14	Copper	01/2009 to 12/2010	$ (346,786)	1.78%

Physical Inventory
	Description		Fair Value	% of Net Asset Value

	Metals
	Aluminum		$ 32,010	0.16%
	Copper		$ 1,639,383	8.41%

(1)

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009 and 2008 (Unaudited)

_________________

	Three Months Ended March 31,
	2009			2009			2009			2008
				Side pocket/
	Non-restricted			restricted			Total			Total
TRADING AND INVESTING GAINS (LOSSES)
Gain (loss) from futures and options on futures trading
Realized	$	(386,612	)	$	0		$	(386,612	)	$	(356,377	)
Change in unrealized		(280,041	)		0			(280,041	)		(5,735	)
Brokerage commissions		(42,173	)		0			(42,173	)		(40,964	)

Gain (loss) from futures and options on
futures trading		(708,826	)		0			(708,826	)		(403,076	)

Gain (loss) from investment in other commodity pools		(174,573	)		19,515			(155,058	)		989,674

Total trading and investing gains (losses)		(883,399	)		19,515			(863,884	)		586,598

NET INVESTMENT INCOME (LOSS)
Income
Interest income		1,149			0			1,149			7,223

Expenses		55,689			0			55,689			0
Incentive fees
Management fees (includes $171,529, $7,714,
$179,243 and $202,229 charged by the
General Partner for the three months ended
March 31, 2009 and 2008, respectively)		222,772			7,714			230,486			212,407
Operating expenses		89,302			3,707			93,009			86,817

Total expenses		367,763			11,421			379,184			299,224

General Partner management fees waived		0			0			0			(42,902	)

Net expenses		367,763			11,421			379,184			256,322

Net investment income (loss)		(366,614	)		(11,421	)		(378,035	)		(249,099	)

NET INCOME (LOSS)	$	(1,250,013	)	$	8,094		$	1,241,919		$	337,499

NET INCOME (LOSS) PER GENERAL AND
LIMITED PARTNER UNIT
(based on weighted average number of units outstanding
during the period of 6,091, 462 and 7,284, respectively)	$	(205.22	)	$	17.52		$	N/A	(1) …	$	46.33

INCREASE (DECREASE) IN NET ASSET VALUE
PER GENERAL AND LIMITED PARTNER UNIT	$	(204.99	)	$	17.54		$	N/A	(1) …	$	46.31

_____________________

(1)	A total net income (loss) per general and limited partnership unit and a total for the increase (decrease) in Net Asset Value per general and limited partnership unit are not presented as the amounts are instead shown for each separate class of units.

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)

For the Three Months Ended March 31, 2009 and 2008

(Unaudited)

_________________

	Total Number of			Partners’ Capital
	Units			General			Limited			Total
Non-restricted units

Balances at
December 31, 2008		5,859		$	543,779		$	17,851,493		$	18,395,272

Transfer from side pocket/restricted		361			32,444			1,078,335			1,110,779

Net (loss) for the three
Months ended March 31, 2009					(37,038	)		(1,212,975	)		(1,250,013	)

Redemptions		(96	)		0			(284,372	)		(284,372	)

Balances at
March 31, 2009		6,124		$	539,185		$	17,432,481		$	17,971,666

Side pocket/restricted units

Balances at
December 31, 2008		415		$	32,232		$	1,073,525		$	1,105,757

Transfer to non-restricted(1)		(414	)		(32,444	)		(1,078,335	)		(1,110,779	)

Net income for the three
months ended March 31, 2009					212			7,882			8,094

Redemptions(2)		(1	)		0			(3,072	)		(3,072	)

Balances at
March 31, 2009		0		$	0		$	0		$	0

Total Partners’ Capital (Net Asset Value)
At March 31, 2009				$	539,185		$	17,432,481		$	17,971,666

	Net Asset Value Per Unit
	Non-restricted units	Side pocket/restricted units

March 31,	December 31,	March 31,	December 31,
2009	2008	2009	2008

$2,934.87	$3,139.86	$ N/A(3)	$2,663.73

_________________________

(1)

Effective February 28, 2009, the managing member of SHK distributed the remaining portion of the Partnership’s investment in SHK to the Partnership, which was paid to the Partnership on March 16, 2009. As a result, the remaining units held in the side pocket/restricted units were transferred and converted to non-restricted units at the February 28, 2009 non-restricted net asset value per unit.

(2)	Represents the portion of the February 28, 2009 distribution from SHK related to partners who have completely redeemed from the Partnership and do not hold non-restricted units.

(3)	The side pocket/restricted unit class was terminated effective February 28, 2009. The side pocket/restricted net asset value per unit at February 28, 2009, prior to the termination, was $2,681.27.

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)

(CONTINUED)

For the Three Months Ended March 31, 2009 and 2008

(Unaudited)

_________________

	Total Number of			Partners’ Capital
Non-restricted units	Units			General		Limited			Total

Balances at
December 31, 2007		7,345		$	545,791	$	20,878,036		$	21,423,827

Net income for the three
months ended March 31, 2008					8,666		328,833			337,499

Redemptions		(248	)		0		(732,107	)		(732,107	)

Balances at
March 31, 2008		7,097		$	554,457	$	20,474,762		$	21,029,219

	Net Asset Value Per Unit
	Non-restricted units	Side pocket/restricted units

March 31,	December 31,	March 31,	December 31,
2008	2007	2008	2007

$2,963.09	$2,916.78	$ N/A	$ N/A

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2009 and 2008

(Unaudited)

_________________

	March 31,
	2009			2008
OPERATING ACTIVITIES
Net income (loss)	$	(1,241,919	)	$	337,499

Adjustment to reconcile net income (loss) to net cash
provided by (used in) operating activities:
(Income) loss from investment in other commodity pools, net		155,058			(989,674	)
Change in operating assets and liabilities
(Increase) decrease in cash deposits with broker		(231,662	)		165,348
(Increase) in option premiums paid (received)		0			(34,500	)
Decrease in unrealized gain (loss) on
open contracts		280,042			5,735
Additions to investments in other commodity pools		(1,000,000	)		0
Redemptions from other commodity pools		2,651,000			2,180,000
(Decrease) increase in accounts payable		3,217			(31,428	)
(Decrease) in commissions and other trading fees
on open contracts		(148	)		(266	)
(Decrease) in incentive fees payable		(129,808	)		0
(Decrease) in management fees payable		(71,564	)		(12,735	)

Net cash provided by (used in) Operating Activities		414,216			1,619,979

FINANCING ACTIVITIES
Redemptions paid		(416,327	)		(1,621,077	)

Net cash provided by (used in) Financing Activities		(416,327	)		(1,621,077	)

Net cash increase (decrease) for the period		(2,111	)		(1,098	)

Cash at beginning of the period		3,533			3,387

Cash at end of the period	$	1,422		$	2,289

See accompanying notes.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

_________________

Note 1.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Description of the Partnership

ProFutures Diversified Fund, L.P. (the Partnership) is a Delaware limited partnership, which operates as a commodity investment pool. The Partnership engages in the speculative trading of futures contracts, options on futures contracts, physical commodities, interbank forward currency contracts and options on interbank forward currency contracts, directly and through its investments in other commodity pools. The Partnership closed to investors in 1995 and will terminate at the end of December 2012, at which time the remaining assets will be distributed.

As more fully described in Note 7., effective April 1, 2008, the Partnership established a “side pocket/restricted” account for each investor. The Partnership transferred its interest in SHK Diversified LLC (SHK), which had a net asset value of $2,736,409 and a per unit value of $2,963.09 as of March 31, 2008, to a side pocket/restricted share class. Partners of record on April 1, 2008 have a proportional interest in the assets, liabilities and income or loss related to this side pocket.

Partners who had requested redemptions continued to participate in any income or loss specifically from the SHK side pocket investment until such time as the Partnership received its redemption proceeds or liquidation proceeds from SHK. The side pocket/restricted share class also bore its proportionate share of the Partnership’s expenses, as well as all expenses directly related to this class’ establishment and existence. Effective December 31, 2008, SHK distributed approximately half ($1,315,742) of the Partnership’s investment in SHK to the Partnership, which was paid to the Partnership on January 15, 2009. Effective February 28, 2009, SHK distributed the remaining portion ($1,335,258) of the Partnership’s investment in SHK to the Partnership, which was paid to the Partnership on March 16, 2009, resulting in the termination of the side pocket/restricted share class.

Regulation

As a registrant with the Securities and Exchange Commission (SEC), the Partnership is subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. As a commodity investment pool, the Partnership is subject to the regulations of the Commodity Futures Trading Commission, an agency of the United States (U.S.) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of commodity exchanges and futures commission merchants through which the Partnership trades.

Method of Reporting

The Partnership’s financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which require the use of certain estimates made by the Partnership’s management.

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

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

_________________

Note 1.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from the estimates and assumptions utilized.

Fair Value of Financial Instruments

All of the Partnership’s assets and liabilities are considered financial instruments and are reflected at fair value, or at carrying amounts that approximate fair value because of the short maturity of the instruments.

On January 1, 2008, the Partnership adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS No. 157). The adoption of SFAS No. 157 did not have a material impact on the Partnership’s financial position, results of operations or cash flows.

SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined under SFAS 157 as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under SFAS 157 are described below:

Level 1.

Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2.

Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.

Level 3.

Inputs are unobservable for the asset or liability.

The fair values of futures contracts are based upon exchange settlement prices. The Partnership uses futures contracts as part of its trading activities. These contracts are classified as Level 1 of the fair value hierarchy.

The fair values of Level 1 financial instruments at March 31, 2009 and December 31, 2008, consisted of the following:

	March 31,	December 31,
	2009	2008

Futures contracts	$ 9,223	$289,265

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 1.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)

Fair Value of Financial Instruments (continued)

The Partnership’s investments in other commodity pools are reported in the statement of financial condition at fair value. Fair value ordinarily represents the Partnership’s proportionate share of each other commodity pool’s net asset value determined for each commodity pool in accordance with such commodity pool’s valuation policies and as reported by their management at the time of the Partnership’s valuation. Generally, the fair value of the Partnership’s investment in a commodity pool represents the amount that the Partnership could reasonably expect to receive from such commodity pool if the Partnership’s investment was redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Partnership believes to be reliable. The Partnership records its proportionate share of other commodity pool’s income or loss in the statement of operations. This financial instrument is classified in Level 3 of the fair value hierarchy.

The fair values of Level 3 financial instruments at March 31, 2009 and December 31, 2008, consisted of the following:

	March 31,	December 31,
	2009	2008

Investments in other commodity pools	$12,093,617	$12,583,933

The following table presents a reconciliation of the activity for the investments in other commodity pools:

Balance at January 1, 2008:	$	16,889,459

Income (loss) from investments in
other commodity pools, net		1,347,709
Additions and redemptions, net		(5,653,235	)
Transfers in and/or out of Level 3		0
Balance at December 31, 2008:		12,583,933

Income (loss) from investments in
other commodity pools, net		(155,058	)
Additions and redemptions, net		(335,258	)
Transfers in and/or out of Level 3		0
Balance at March 31, 2009:	$	12,093,617

Income (loss) from investments in other commodity pools, net includes $(174,573) and $780,220 attributable to the change in unrealized gain (loss) on the Partnership’s investments in other commodity pools held at March 31, 2009 and December 31, 2008, respectively.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 1.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)

Futures and Forward Currency Contracts

Transactions are accounted for on the trade date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts (the difference between contract trade price and quoted market price) are reflected in the statement of financial condition as a net gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with Financial Accounting Standards Board Interpretation No. 39 – Offsetting of Amounts Related to Certain Contracts. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. Brokerage commissions on futures contracts include other trading fees and are charged to expense when contracts are opened. Fair value of exchange-traded contracts is based upon exchange settlement prices.

Income Taxes

The Partnership is not subject to federal income taxes. The Partnership prepares calendar year U.S. and applicable state information tax returns and reports to the partners their allocable shares of the Partnership’s income, expenses and trading and investing gains or losses.

The Partnership has continued to evaluate the application of FASB Interpretation No. 48 (FIN 48) entitled Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, and has determined that FIN 48 does not have a material impact on the Partnership’s financial statements. In connection with the application of FIN 48, the Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense. The Partnership files U.S. federal and state tax returns. The 2005 through 2008 tax years generally remain subject to examination by U.S. federal and most state tax authorities.

Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in trading and investing gains (losses) in the statements of operations.

Redemptions of Units

Redemptions payable represent redemptions approved by the General Partner prior to the period end, including those that are not effective until subsequent periods. These redemptions have been recorded as redemptions and redemptions payable, using the period end Net Asset Value per unit, in accordance with the provisions of Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The change in redemptions payable from the previous reporting period due to change in net asset value is reported in net income and then allocated. Redemptions payable related to side pocket/restricted units at March 31, 2009 and December 31, 2008 are $0 and $124,216, respectively.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 1.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)

Derivative Instruments

In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS No. 161 applies to all derivative instruments within the scope of SFAS No. 133. It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS No. 133. SFAS No. 161 amends the current qualitative and quantitative disclosure requirements for derivative instruments and hedging activities set forth in SFAS No. 133 and generally increases the level of disaggregation that will be required in an entity’s financial statements. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Partnership adopted the provisions of SFAS No. 161 effective January 1, 2009.

The Partnership’s business is speculative trading of U.S. and foreign futures contracts, options on U.S. and foreign futures contracts and other commodity-related contracts pursuant to the trading and investment methodology of the General Partner. The Partnership also invests in other commodity pools and is indirectly exposed to the speculative trading of U.S. and foreign futures contracts, physical commodities and securities within those other commodity pools. The Partnership does not designate any derivative instruments as hedging instruments under SFAS No. 133.

The following tables summarize quantitative information required by SFAB No. 161:

Derivatives not designated as hedging instruments under SFAS No. 133

	Asset Derivatives*		Liability Derivatives*
	March 31, 2009		March 31, 2009
	Fair Value		Fair Value		Net

Agricultural contracts	$	45,230	$	78,143	$	(32,913	)
Currency contracts		20,636		65,925		(45,289	)
Energy contracts		47,742		17,160		30,582
Interest rate contracts		42,504		8,528		33,976
Stock index contracts		24,247		1,380		22,867
	$	180,359	$	171,136	$	9,223

*	The fair values of all asset and liability derivatives, including agricultural, currency, energy, interest rate and stock index contracts, are included in equity in broker trading accounts on the statement of financial condition.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 1.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)

Derivative Instruments (continued)

Trading Revenue For the Three Months Ended March 31, 2009				Trading Revenue For the Three Months Ended March 31, 2009

Type of Instrument	Total			Line Item in Income Statement	Amount
Agricultural contracts	$	(398,258	)
Currency contracts		(20,672	)	Realized	$	(386,612	)
Energy contracts		(42,291	)
Interest rate contracts		(264,676	)	Change in unrealized		(280,041	)
Metal contracts		(23,817	)
Stock index contracts		83,061
	$	(666,653	)		$	(666,653	)

For the three months ended March 31, 2009, the monthly average number of futures contracts bought and sold was approximately 2,500.

Interim Financial Statements

The unaudited condensed financial statements of ProFutures Diversified Fund, L.P., as of March 31, 2009 and for the three month periods ended March 31, 2009 and 2008, have been prepared by us pursuant to the rules and regulations of the SEC. The information included reflects all adjustments (consisting only of normal recurring accruals and adjustments), which are, in the opinion of management; necessary to fairly state the operating results for the respective periods. However, these operating results are not necessarily indicative of the results expected for the full fiscal year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to SEC rules and regulations. The notes to the unaudited condensed financial statements should be read in conjunction with the notes to the financial statements contained in our 2008 Annual Report on Form 10-K/A filed with the SEC on April 27, 2009.

Note 2.

GENERAL PARTNER

The General Partner of the Partnership is ProFutures, Inc., which conducts and manages the business of the Partnership. The Agreement of Limited Partnership requires the General Partner to contribute to the Partnership an amount in the aggregate equal to at least the greater of (i) 3% of the aggregate initial capital contributions of all partners or $100,000, whichever is less, or (ii) 1% of the aggregate initial capital contributions of all partners.

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

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 2.

GENERAL PARTNER (CONTINUED)

ProFutures, Inc. has a callable stock subscription agreement with MF Global Ltd. (MFG), the Partnership’s broker, whereby MFG has subscribed to purchase (up to $7,000,000, subject to conditions set forth in the stock subscription agreement dated October 22, 2004) the number of shares of common stock of ProFutures, Inc. necessary to maintain the General Partner’s net worth requirements.

The Partnership pays the General Partner a monthly management fee of 1/4 of 1% (3% annually) of month-end Net Asset Value. The General Partner receives an additional monthly management fee of .0625% (.75% annually) of the Partnership’s month-end Net Asset Value for consulting services rendered to the Partnership.

Total management fees earned by ProFutures, Inc. for the three months ended March 31, 2009 and 2008 were $179,243 and $202,229, respectively. Management fees payable to ProFutures, Inc. as of March 31, 2009 and December 31, 2008 were $57,112 and $129,324, respectively. Management fees payable at March 31, 2009 and December 31, 2008 includes $0 and $74,672 payable to ProFutures, Inc. related to the side pocket/restricted share class.

During the three months ended March 31, 2009 and 2008, the General Partner waived $0 and $42,902, respectively, of its monthly management fee related to the value of the Partnership’s net assets invested in ProFutures Strategic Allocation Trust, an affiliated fund also managed by ProFutures, Inc. The General Partner considers this waiver of management fees necessary given ProFutures, Inc. receives a 2% per annum administration fee from ProFutures Strategic Allocation Trust. The Partnership fully redeemed from ProFutures Strategic Allocation Trust as of May 31, 2008.

Note 3.

CONSULTANTS

The Partnership maintains a consulting agreement with Altegris Investments, Inc. (the CTA Consultant) and Altegris Portfolio Management, Inc. (the CPO Consultant), collectively (the Consultants), whereby the Consultants recommend the selection and termination of the Partnership’s trading advisors and other commodity pools and the allocation and reallocation of the Partnership’s assets. The CPO Consultant is the general partner of Winton Futures Fund, L.P. (US). Pursuant to the consulting agreement, the Consultants receive a monthly consulting fee equal to .0208% (.25% annually) of the Partnership’s month-end Net Asset Value (as defined in the Consulting Agreement). Effective April 1, 2007, certain net assets of the Partnership invested with managers affiliated with the Consultants are excluded from the month-end Net Asset Value when computing the consulting fees due to the Consultants. In addition, the net assets of the Partnership invested with a certain commodity trading advisor are excluded from the month-end Net Asset Value when computing the consulting fees due to the Consultants since the Consultants earn a percentage of such commodity trading advisor’s incentive fee.

The consulting fee (included in management fees in the statement of operations) earned by the Consultants for the three months ended March 31, 2009 and 2008 totaled $3,055 and $1,755, respectively. The consulting fee payable (included in management fees payable in the statement of financial condition) to the Consultants as of March 31, 2009 and December 31, 2008 was $1,941 and $1,880, respectively. In addition to the monthly consulting fee, the Consultants earn commissions for introducing the Partnership to certain commodity trading advisors and other commodity pools based on the number of trades entered on behalf of the Partnership.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 4.

COMMODITY TRADING ADVISORS

The Partnership has trading advisory contracts with commodity trading advisors to furnish investment management services to the Partnership. These trading advisors typically receive management fees ranging from 0% to 2% annually of Allocated Net Asset Value (as defined in each respective trading advisory agreement). In addition, the commodity trading advisors typically receive quarterly incentive fees ranging from 20% to 25% of Trading Profits (as defined). Total management fees earned by the trading advisors amounted to $48,189 and $8,423 for the three months ended March 31, 2009 and 2008, respectively. Total incentive fees earned by the trading advisors amounted to $55,689 and $0 for the three months ended March 31, 2009 and 2008, respectively.

Note 5.

SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

Limited Partners have the right to redeem units as of any month-end upon ten (10) days’ prior written notice to the Partnership. Redemptions will be made on the last day of the month for an amount equal to the net asset value per unit, as defined, represented by the units to be redeemed. The right to obtain redemptions is also contingent upon the Partnership’s having property sufficient to discharge its liabilities on the redemption date and may be delayed if the General Partner determines that earlier liquidation of commodity interest positions to meet redemption payments would be detrimental to the Partnership or non-redeeming Limited Partners.

Under certain circumstances, including, but not limited to, the inability to liquidate commodity positions or a delay in payments due the Partnership from commodity brokers, banks, commodity pools or other persons, the Partnership may in turn delay payment to Partners requesting redemption of units. In that event, payment for redemption of such units will be made to Limited Partners as soon thereafter as is practicable. As discussed more fully in Note 7., effective April 1, 2008, the General Partner established a side pocket/restricted share class for the Partnership’s interest in SHK. A Partner could not redeem units from the side pocket/restricted share class until management of SHK distributed proceeds from the Partnership’s investment in SHK to the Partnership. Effective December 31, 2008, SHK distributed approximately half of the Partnership’s investment in SHK to the Partnership. As a result, half of the units held in the side pocket/restricted units were transferred and converted to non-restricted units at the December 31, 2008 non-restricted Net Asset Value per unit or were paid their pro rata share of the proceeds if they did not hold non-restricted units. Effective February 28, 2009, SHK distributed the remaining portion of the Partnership’s investment in SHK to the Partnership. As a result, all of the units held in the side pocket/restricted units were transferred and converted to non-restricted units at the February 28, 2009 non-restricted Net Asset Value per unit or were paid their pro rata share of the proceeds if they did not hold non-restricted units.

Note 6.

DEPOSITS WITH BROKER

The Partnership deposits funds with MFG to act as broker, subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash with such broker. All assets with MFG are subject to being collateralized for any amounts due to MFG and to meet margin and other broker or regulatory requirements. The Partnership earns interest income on its assets deposited with the broker.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 7.

INVESTMENTS IN OTHER COMMODITY POOLS

The Partnership invests in other commodity pools which are subject to the terms of the respective limited partnership agreements and offering memoranda of such other commodity pools, which may, among other things, delay or suspend withdrawal rights under certain circumstances.

Summarized information for these investments is as follows:

	ProFutures Strategic Allocation Trust		SHK Diversified LLC			Valhalla Synergy Fund LLC			Winton Futures Fund, L.P. (US)			Totals
Net Asset Value
December 31, 2008	$	0	$	1,315,743		$	2,740,835		$	8,527,355		$	12,583,933

Additions		0		0			0			1,000,000			1,000,000

Income (loss)		0		19,515			31,822			(206,395	)		(155,058	)

Redemptions		0		(1,335,258	)		0			0			(1,335,258	)

Net Asset Value
March 31, 2009	$	0	$	0		$	2,772,657		$	9,320,960		$	12,093,617

Net Asset Value
December 31, 2007	$	5,495,004	$	3,117,286		$	4,419,668		$	3,857,501		$	16,889,459

Additions		4,500,000		0			0			0			4,500,000

Income (loss)		516,123		(280,877	)		454,755			299,673			989,674

Redemptions		0		(100,000	)		(1,150,000	)		(1,930,000	)		(3,180,000	)

Net Asset Value
March 31, 2008	$	10,511,127	$	2,736,409		$	3,724,423		$	2,227,174		$	19,199,133

ProFutures Strategic Allocation Trust

The Partnership’s investment in ProFutures Strategic Allocation Trust (the Trust) is subject to an administration fee, charged by ProFutures, Inc., of 2.00% per annum of net assets, a monthly management fee, charged by the commodity trading advisor, of 2.00% per annum on allocated assets, and a quarterly incentive fee, charged by the commodity trading advisor of 20% of trading profits on allocated assets. The Partnership fully redeemed from the Trust on May 31, 2008. For the three months ended March 31, 2008, the Partnership’s proportionate share of administration fees, management fees and incentive fees charged by the Trust were approximately $43,000, $24,000 and $0, respectively.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 7.

INVESTMENTS IN OTHER COMMODITY POOLS (CONTINUED)

ProFutures Strategic Allocation Trust (continued)

Condensed financial information for the three month period ended March 31, 2008 is as follows:

	Three Months Ended March 31, 2008
	(Unaudited)
Statement of Operations

Trading and investing gains (losses)
Realized	$	160,530
Change in unrealized		107,172
Brokerage commissions		(8,650	)

Total trading gains		259,052

Gain from investment in other commodity pool		882,687

Total trading and investing gains		1,141,739

Net investment income (loss)
Interest income		31,577

Expenses
Incentive fees		0
Management and other fees		125,571
Operating expenses		44,526

Total expenses		170,097

Net investment (loss)		(138,520	)

Net income	$	1,003,219

The accounting principles utilized by the Trust are consistent in all material respects with those utilized by the Partnership.

The Partnership fully redeemed from the Trust effective May 31, 2008.

SHK Diversified LLC

As of January 31, 2008, the managing member of SHK Diversified LLC (SHK) temporarily suspended future redemptions. SHK’s managing member indicated to investors that this action was taken due to a decline in the liquidity of the markets traded by SHK combined with a significant number of requests for redemptions. On April 28, 2008, the Partnership submitted a request for full redemption from SHK. Effective December 31, 2008, SHK distributed approximately half ($1,315,742) of the Partnership’s investment in SHK to the Partnership which was paid to the Partnership on January 15, 2009. Effective February 28, 2009, SHK distributed the remaining portion ($1,335,258) of the Partnership’s investment in SHK to the Partnership which was paid to the Partnership on March 16, 2009.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 7.

INVESTMENTS IN OTHER COMMODITY POOLS (CONTINUED)

SHK Diversified LLC (continued)

The Partnership’s investment in SHK is stated at $0 and $1,315,743 at March 31, 2009 and December 31, 2008, respectively, and its proportionate share in the earnings (losses) of this investment for the three months ended March 31, 2009 and 2008 of $19,515 and $(280,877), respectively, is included in net income (loss) for the periods then ended.

The General Partner established a side pocket for the Partnership’s interest in SHK effective April 1, 2008, until such time as these funds are released and can be valued with a reasonable degree of certainty. Investor units attributed to SHK were segregated into a side pocket while units not attributed to SHK continued to be available for redemption. Redemptions were paid in cash for the portion of the Partnership’s net assets not attributed to SHK while the net assets attributed to SHK were held in the side pocket. The side pocket/restricted share class also bore its proportionate share of the Partnership’s expenses, as well as all expenses directly related to this class’ establishment and operation. Effective February 28, 2009, the side pocket/restricted share class was terminated after all proceeds were received from the Partnership’s investment in SHK.

Investors in SHK are charged management fees of 6.00% per annum (in 2008, voluntarily reduced to 3.00% per annum by the Managing Member of SHK) and a profit share of 25% of trading profits. For the three months ended March 31, 2009, the Partnership’s proportionate share of management fees and profit share charged by SHK were approximately, $6,700 and $0, respectively. For the three months ended March 31, 2008, the Partnership’s proportionate share of management fees and profit share charged by SHK were approximately $20,000 and $0, respectively.

Condensed financial information as of December 31, 2008 and for the two month period ended February 28, 2009 and the three month period ended March 31, 2008 is as follows:

	December 31, 2008 (audited)
Statement of Financial Condition
Assets
Money market funds	$	34,078,075
Equity in broker trading accounts
Cash (due to broker)		58,214,842
Unrealized gain (loss) on open contracts		(33,879,348	)
Deposits with broker		58,413,569
Other assets		22,000

Total assets	$	58,435,569

Liabilities
Accounts payable	$	55,534
Commissions payable		54,229
Management fee payable		124,048
Incentive fee payable		4,686
Subscription received in advance		0
Redemptions payable		29,098,536

Total liabilities		29,337,033

Total Capital (Net Asset Value)		29,098,536

	$	58,435,569

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 7.

INVESTMENTS IN OTHER COMMODITY POOLS (CONTINUED)

SHK Diversified LLC (continued)

	Two Months Ended February 28, 2009			Three Months Ended March 31, 2008
	(unaudited)			(unaudited)
Statements of Operations

Trading gains (losses)
Realized	$	(10,063,882	)	$	(129,904,143	)
Change in unrealized		10,768,533			124,959,678
Brokerage commissions		(89,581	)		(1,222,895	)

Total trading gains (losses)		615,070			(6,167,360	)

Net investment income (loss)
Interest and dividend income		13,459			464,675

Expenses
Incentive fees		0			0
Management and other fees		126,078			375,507
Operating expenses		48,631			40,130

Total expenses		174,709			415,637

Net investment income (loss)		(161,250	)		49,038

Net income (loss)	$	453,820		$	(6,118,322	)

The accounting policies utilized by SHK are consistent in all material respects with those utilized by the Partnership.

The Partnership’s investment in SHK represents approximately 0% and 4.5% of the investee fund’s net asset value as of March 31, 2009 and December 31, 2008, respectively.

Valhalla Synergy Fund LLC

Valhalla Synergy Fund LLC invests substantially all of its assets through a “master-feeder” structure into Valhalla Synergy Master Fund Ltd. (the Master Fund), a Cayman Islands exempted company. Valhalla Synergy Fund LLC pays to the manager of the Master Fund a management fee of 2.00% per annum and an annual profit participation allocation of 20% of trading profits. For the three months ended March 31, 2009, the Partnership’s proportionate share of management fees and profit participation allocation charged by the Master Fund were approximately $13,793 and $7,955, respectively. For the three months ended March 31, 2008, the Partnership’s proportionate share of management fees and profit participation allocation charged by the Master Fund were approximately $23,500 and $114,000, respectively.

Valhalla Synergy Fund LLC condensed financial information primarily consists of their investment in the Master Fund and income or loss is allocated from the Master Fund to Valhalla Synergy Fund LLC.

Valhalla Synergy Fund LLC net assets at March 31, 2009 and December 31, 2008 are $48,606,941 and $48,707,147, respectively. Total net income for the three months ended March 31, 2009 and 2008 is $576,408 and $5,950,170, respectively.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 7.

INVESTMENTS IN OTHER COMMODITY POOLS (CONTINUED)

Valhalla Synergy Fund LLC (continued)

The Partnership’s investment in Valhalla Synergy Fund LLC represents approximately 5.70% and 5.63% of the investee fund’s net asset value as of March 31, 2009 and December 31, 2008, respectively.

Management of the Partnership believes the accounting principles utilized by Valhalla Synergy Fund LLC are consistent in all material respects with those utilized by the Partnership.

Winton Futures Fund, L.P. (US) – Institutional Interests

Institutional Interests of Winton Futures Fund, L.P. (US) (formerly Class B Interests through May 2008) are charged management fees of 1.75% annually and incentive fees of 20% of trading profits. For the three months ended March 31, 2009, the Partnership’s proportionate share of management fees and incentive fees charged by Winton Futures Fund, L.P. (US) were approximately $40,000 and $0, respectively. For the three months ended March 31, 2008, the Partnership’s proportionate share of management fees and incentive fees charged by Winton Futures Fund, L.P. (US) were approximately $12,000 and $72,000, respectively.

The CPO Consultant is the General Partner of Winton Futures Fund, L.P. (US).

Condensed financial information as of March 31, 2009 and December 31, 2008 and for the three month periods ended March 31, 2009 and 2008 is as follows:

	March 31, 2009			December 31, 2008
	(unaudited)			(audited)
Statements of Financial Condition
Assets
Equity in broker trading accounts
Cash	$	38,237,086		$	154,396,738
Unrealized gain (loss) on open contracts		(1,597,950	)		4,174,311
Deposits with broker		36,639,136			158,571,049
Cash and cash equivalents		7,704,125			3,384,626
Investment securities at value
(cost – $356,962,018 and $132,744,996)		357,189,807			132,860,018
Other assets		289,596			175,971

Total assets	$	401,822,664		$	294,991,664

Liabilities
Payable for securities purchased	$	20,000,000		$	5,000,000
Accounts payable		176,530			176,744
Commissions payable		377,789			30,216
Management fee payable		484,836			314,556
Administrative fee payable		35,552			16,198
Service fees payable		285,041			229,428
Incentive fee payable		4,718			3,053,989
Redemptions payable		4,517,041			4,043,596
Subscriptions received in advance		30,477,345			23,079,459

Total liabilities		56,358,852			35,944,186

Total Capital (Net Asset Value)		345,463,812			259,047,478

	$	401,822,664		$	294,991,664

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 7.

INVESTMENTS IN OTHER COMMODITY POOLS (CONTINUED)

Winton Futures Fund, L.P. (US) – Institutional Interests (continued)

	Three Months Ended March 31, 2009		Three Months Ended March 31, 2008
	(unaudited)		(unaudited)

Statements of Operations

Trading gains (losses)
Gain (loss) on trading of commodity futures contracts
Realized	$	1,054,224		$	16,760,047
Change in unrealized		(5,772,261	)		(2,386,643	)
Brokerage commissions		(493,455	)		(112,921	)

Gains (loss) from trading futures		(5,211,492	)		14,260,483

Gain (loss) on trading securities
Realized		(8,188	)		0
Change in unrealized		112,767			0

Gain from trading securities		104,579			0

Foreign currency translation gains (losses)		(1,305,143	)		340,599

Total trading gains (losses)		(6,412,056	)		14,601,082

Net investment income (loss)
Income
Interest Income		426,743			974,544

Expenses
Incentive fees		4,718			2,930,377
Management and other fees		2,145,559			648,660
Operating expenses		236,074			4,199

Total expenses		2,386,351			3,583,236

Net investment income (loss)		(1,959,608	)		(2,608,692	)

Net income (loss)	$	(8,371,664	)	$	11,992,390

Management of the Partnership believes the accounting principles utilized by Winton Futures Fund, L.P. (US) are consistent in all material respects with those utilized by the Partnership.

The Partnership’s investment in Winton Futures Fund, L.P. (US) represents approximately 2.70% and 3.29% of the investee fund’s net asset value as of March 31, 2009 and December 31, 2008, respectively.

As of June 1, 2008, the Partnership’s “Class B Interest” in Winton Futures Fund, L.P. (US) was reclassified as an “Institutional Interest” in Winton Futures Fund, L.P. (US). This is a reclassification for Winton Futures Fund, L.P. (US) administrative purposes only. There was no change to the management and incentive fees charged the Partnership, or the Partnership’s rights as a limited partner of Winton Futures Fund, L.P. (US).

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 8.

TRADING AND INVESTING ACTIVITIES AND RELATED RISKS

The Partnership, directly and through its investment in other commodity pools, engages in the speculative trading of U.S. and foreign futures contracts, options on U.S. and foreign futures contracts, physical commodities, forward currency contracts and options on forward currency contracts (collectively, derivatives). The Partnership is exposed to both market risk, the risk arising from changes in the market value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract.

Purchase and sale of futures and options on futures contracts requires margin deposits with the broker. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker’s proprietary activities. A customer’s cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker’s segregation requirements. In the event of a broker’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited.

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

The Partnership has a portion of its assets on deposit with a financial institution in connection with its cash management activities. In the event of a financial institution’s insolvency, recovery of Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits.

The Partnership’s investments in other commodity pools are subject to the market and credit risks of futures contracts, forward currency contracts and other derivative contracts held or sold short by these commodity pools. The Partnership bears the risk of loss only to the extent of the market value of its respective investment and, in certain specific circumstances, distributions and redemptions received. The General Partner has established risk management procedures to monitor investments in other commodity pools and seeks to minimize risk primarily by investing in commodity pools, which the General Partner and the CPO Consultant believe are reliable and creditworthy. However, there can be no assurance that any commodity pool invested in will be able to meet its obligations to the Partnership.

The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The General Partner’s basic market risk control procedures consist of continuously monitoring the trading activity of the various commodity trading advisors, with the actual market risk controls being applied by the CTA Consultant and the advisors themselves. The General Partner seeks to minimize credit risk primarily by depositing and maintaining the Partnership’s assets at financial institutions and brokers, which the General Partner believes to be creditworthy.

The Limited Partners bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 9.

INDEMNIFICATIONS

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote.

Note 10.

FINANCIAL HIGHLIGHTS

The following information presents non-restricted per unit operating performance data and other supplemental financial data for the three months ended March 31, 2009 and 2008. This information has been derived from information presented in the financial statements.

	Three months ended March 31,
	2009 (Unaudited)			2008 (Unaudited)
Per Unit Performance – Non-restricted units (for a unit outstanding throughout the entire period)

Net asset value per unit at beginning of period	$	3,139.86		$	2,916.78

Income (loss) from operations:
Total trading and investing gains (losses)(1)		(144.80	)		80.51
Net investment (loss)(1)		(60.19	)		(34.20	)

Total income (loss) from operations		(204.99	)		46.31

Net asset value per unit at end of period	$	2,934.87		$	2,963.09

Total Return(4)		(6.53	)%		1.59	%

Supplemental Data

Ratios to average net asset value:(2), (5)
Expenses prior to incentive fees(3), (7)		6.58	%		4.79	%
Incentive fees(4)		0.29	%		0.00	%

Total expenses		6.87	%		4.79	%

Net investment (loss)(3), (6)		(6.55	)%		(4.66	)%

Total returns are calculated based on the change in value of a unit during the period. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of redemptions.

____________________________

(1)

The net investment (loss) per unit is calculated by dividing the net investment (loss) by the average number of units outstanding during the period. Total trading and investing gains (losses) is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. Such balancing amount may differ from the calculation of total trading and investing gains (losses) per unit due to the timing of trading and investing gains and losses during the period relative to the number of units outstanding.

(2)

Excludes the Partnership’s proportionate share of expenses and net investment income (loss) from investments in other commodity pools.

(3)

Annualized.

(4)

Not annualized.

(5)

Ratios for the three months ended March 31, 2008 are after the waiver of management fees by the General Partner, equal to 0.80% of average net asset value.

(6)

Excludes incentive fees.

(7)

Excludes brokerage commissions.

PROFUTURES DIVERSIFIED FUND, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

_________________

Note 10. FINANCIAL HIGHLIGHTS (CONTINUED)

The following information presents side pocket/restricted per unit operating performance data and other supplemental financial data for the three months ended March 31, 2009. This information has been derived from information presented in the financial statements.

	Three months ended March 31, 2009 (Unaudited)
Per Unit Performance – Side Pocket/Restricted units (for a unit outstanding throughout the entire period)

Net asset value per unit at beginning of period	$	2,663.73

Income (loss) from operations:
Total trading and investing gains(1)		42.27
Net investment (loss)(1)		(24.73	)

Total income from operations		17.54

Net asset value per unit at termination of unit class(6)	$	2,681.27

Total Return(4)		0.66	%

Supplemental Data

Ratios to average net asset value:(2)
Expenses prior to incentive fees(3), (7)		5.53	%
Incentive fees (4)		0.00	%

Total expenses		5.53	%

Net investment (loss)(3), (5)		(5.53	)%

_______________________

(1)

The net investment (loss) per unit is calculated by dividing the net investment (loss) by the average number of units outstanding during the period. Total trading and investing gains is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. Such balancing amount may differ from the calculation of total trading and investing gains per unit due to the timing of trading and investing gains and losses during the period relative to the number of units outstanding.

(2)

Excludes the Partnership’s proportionate share of expenses and net investment (loss) from investments in other commodity pools.

(3)

Annualized.

(4)

Not annualized.

(5)

Excludes incentive fees.

(6)

Prior to termination of the side pocket/restricted unit class effective February 28, 2009.

(7)

Excludes brokerage commissions.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations.

Reference is made to Item 1, “Financial Statements.” The information contained therein is essential to, and should be read in conjunction with, the following analysis.

The Partnership commenced trading on August 3, 1987. The success of the Partnership is dependent on the ability of independent Commodity Trading Advisors (“CTAs”) and commodity trading advisors that are utilized via investing in commodity pools (collectively, the “Advisors”) to generate profits through speculative trading sufficient to produce substantial capital appreciation after payment of all fees and expenses. Future results will depend in large part upon the futures markets in general, the performance of the Advisors for the Partnership and the amount of redemptions and changes in interest rates. Due to the highly leveraged nature of futures trading, small price movements may result in substantial losses. Because of the nature of these factors and their interaction, it is impossible to predict future operating results.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Management believes that the estimates utilized in preparing the financial statements are reasonable and prudent; however, actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 1 to the Financial Statements.

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of realized and change in unrealized trading gain (loss) in the Statements of Operations. Generally, fair values are based on market prices; however, in certain circumstances, estimates are involved in determining fair value in the absence of an active market closing price (e.g., swap and forward contracts which are traded in the inter-bank market).

The fair value of exchange-traded contracts is based upon exchange settlement prices. The fair value of non-exchange traded contract is based on third party quoted dealer values on the Interbank market. The fair value of the Partnership’s investments in other commodity pools are ordinarily determined by each commodity pool in accordance with such commodity pool’s valuation policies and as reported by their management at the time of the Partnership’s valuation. Generally, the fair value of the Partnership’s investment in a commodity pool represents the amount that the Partnership could reasonably expect to receive from such commodity pool if the Partnership’s investment was redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Partnership believes to be reliable.

A. LIQUIDITY: Approximately 34% of the Partnership’s assets are highly liquid, such as cash and open futures contracts. It is possible that extreme market conditions or daily price fluctuation limits at certain exchanges could adversely affect the liquidity of open futures contracts. There are no restrictions on the liquidity of these assets except for amounts on deposit with the brokers needed to meet margin requirements on open futures contracts. The other estimated 66% of the Partnership’s assets is invested in other commodity pools which are subject to certain restrictions. The restrictions on withdrawals from these commodity pools typically include a 10 to 30 day written notice for withdrawals, monthly or quarterly redemptions and the commodity pools’ ability to limit or suspend redemptions.

As of January 31, 2008, the managing member of SHK Diversified LLC (“SHK”) temporarily suspended future redemptions. SHK’s managing member indicated to investors that this action was taken due to a decline in the liquidity of the markets traded by SHK combined with a significant number of requests for redemptions. Because of the uncertainty in valuing the Partnership’s investment in SHK, the General Partner established a side pocket for the Partnership’s interest in SHK effective April 30, 2008, to continue until such time as the investment could be valued with certainty. Investor units attributed to SHK were segregated into a side pocket while units not attributed to SHK continued to be available for redemption. Redemptions were in cash for that portion of the Partnership’s assets other than those attributed to SHK while the amount attributed to SHK continued to be held in the side pocket. The side pocket/restricted share class also bore its proportionate share of the Partnership’s expenses, as well as all expenses directly related to the class’ establishment and operation. On April 28, 2008, the Partnership submitted a request for full redemption from SHK. Effective December 31, 2008, SHK paid the Partnership approximately half of the Partnership’s redemption proceeds, equal to $1,315,742, which was paid to the Partnership on January 15, 2009. Effective February 28, 2009, SHK paid the Partnership the remaining half of the Partnership’s redemption proceeds equal to $1,335,258, which was paid to the Partnership on March 16, 2009. The side pocket/restricted share class was subsequently cancelled with existing Units either redeemed or converted to non-restricted shares.

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

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

C. RESULTS OF OPERATIONS: The Partnership’s net income (loss) for the three months ended March 31, 2009 and 2008 is as follows:

	2009			2008

Three months ended March 31,	$	(1,241,919	)	$	337,499
Non-Restricted		(1,250,013	)
Restricted		8,094

As of March 31, 2009, 6,124 Units are outstanding, including 184 General Partner Units, with an aggregate Net Asset Value of $17,971,666 ($2,934.87 per Unit). This represents a decrease in Net Asset Value of $1,529,363 compared with December 31, 2008. The decrease was caused by a combination of partner redemptions and trading losses for the period. Effective December 31, 2008, one-half of the 878 Restricted Units from a side pocket were either converted to Non-Restricted Units or redeemed. Effective February 28, 2009, the second half of the Restricted Units were either converted to Non-Restricted Units or redeemed. As of February 28, 2009 we no longer have Restricted Units or a side-pocket.

As of March 31, 2008, 7,097 Units were outstanding, including 187 General Partner Units, with an aggregate Net Asset Value of $21,029,219 ($2,963.09 per Unit). This represented a decrease in Net Asset Value of $394,608 compared with December 31, 2007. The decrease was caused by partner redemptions exceeding trading gains for the period.

First Quarter 2009

The Partnership had losses for the quarter in interest rates, currencies, certain agricultural commodities, metals and energy; gains were limited to the stock indexes.

The Partnership had a loss of 0.23% in January. The Partnership had losses in interest rates and certain agricultural commodities; gains were in stock indexes, currencies, energy and metals.

The Partnership had a loss of 1.65% in February. The Partnership had losses in currencies, interest rates, energy, metals, stock indexes and certain agricultural commodities; gains were in certain agricultural commodities.

The Partnership had a loss of 4.74% in March. The Partnership had losses in every sector traded, in currencies, certain agricultural commodities, interest rates, stock indexes, metals and energy.

The Partnership ended the quarter with a loss of 6.53%.

First Quarter 2008

The Partnership had large gains in interest rates, caused by the drop in interest rates by the Federal Reserve throughout the quarter. Small gains were also made in energy, currencies and certain agricultural commodities. The Partnership saw large losses in metals followed by small losses in the equity indexes.

The Partnership had a loss of 0.51% in January. The Partnership had large losses in metals and stock indexes; losses were mostly offset by large gains in interest rates with smaller gains in certain agricultural commodities and currencies.

The Partnership had a gain of 3.27% in February. The Partnership had large gains in interest rates, followed by gains in certain agricultural commodities, energy and currencies; losses were in metals and the stock indexes.

The Partnership had a loss of 1.13% in March. The Partnership had gains in energy, currencies, interest rates and metals; losses were in stock indexes and certain agricultural commodities.

The Partnership ended the quarter with a gain of 1.59%.

D. OFF-BALANCE SHEET ARRANGEMENTS: Off-balance sheet risk refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Partnership trades in futures and other commodity interest contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, the Partnership faces the market risk that these contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the commodity interest positions of the Partnership at the same time, and if the Partnership were unable to offset positions, the Partnership could lose all of its assets and the limited partners would realize a 100% loss. The Partnership minimizes market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio that rarely exceeds 25%. All positions of the Partnership are valued each day on a mark-to-market basis.

In addition to market risk, in entering into commodity interest contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Partnership. The counterparty for futures and options on futures contracts traded in the United States and on most non-U.S. futures exchanges is the clearing organization associated with such exchange. In general, clearing organizations are backed by the corporate members of the clearing organization who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk.

In cases where the clearing organization is not backed by the clearing members, like some non-U.S. exchanges, it is normally backed by a consortium of banks or other financial institutions.

In the case of forward contracts, over-the-counter options contracts or swap contracts, which are traded on the interbank or other institutional market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a central clearing organization backed by a group of financial institutions. As a result, there likely will be greater counterparty credit risk in these transactions. The Partnership trades only with those counterparties that it believes to be creditworthy. Nonetheless, the clearing member, clearing organization or other counterparty to these transactions may not be able to meet its obligations to the Partnership, in which case the Partnership could suffer significant losses on these contracts.

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general

indemnifications. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote.

E. CONTRACTUAL OBLIGATIONS: None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Partnership is a Smaller Reporting Company as defined by Rule 229.10(f)(1) and therefore this item is not applicable.

Item 4T. Controls and Procedures.

ProFutures, Inc., as General Partner of ProFutures Diversified Fund, L.P., with the participation of the General Partner’s President and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Partnership as of the end of the period covered by this quarterly report. Based on their evaluation, the President and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting:

There were no changes in the General Partner’s internal control over financial reporting applicable to the Partnership identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting applicable to the Partnership.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

The Partnership is a Smaller Reporting Company as defined by Rule 229.10(f)(1) and therefore this item is not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) Not applicable.

(c) Effective April 1, 2008, investor units attributed to the investment in SHK were segregated into a side pocket due to SHK’s temporary suspension of redemptions, while units not attributed to SHK continued to be available for redemption. Redemptions were in cash for the portion of the Partnership’s net assets not attributed to SHK, while the net assets attributed to SHK continued to be held in the side pocket. As of February 28, 2009, SHK paid the Partnership the balance of the Partnership’s redemption proceeds, which was then paid to the Partnership on March 16, 2009. The side pocket/restricted share class was subsequently cancelled with existing Units either redeemed or converted to non-restricted shares.

Pursuant to the Partnership’s Limited Partnership Agreement, partners may redeem their Limited Partnership Units at the end of each calendar month at the then current Net Asset Value per Unit. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed.

The right to obtain redemption is contingent upon the Partnership’s having property sufficient to discharge its liabilities on the redemption date and may be delayed if the General partner determines that early liquidation of the commodity interest positions to meet redemption payments would be detrimental to the Partnership or non-redeeming Limited Partners.

Under certain circumstances, including but not limited to, the inability to liquidate commodity positions or a delay in payment due the Partnership from commodity brokers, banks, commodity pools or other persons, the Partnership may in turn delay payment to Partners requesting redemption units. In that event, payment for redemption of such units will be made to Limited Partners as soon as thereafter is practicable.

The following table summarizes the redemptions, excluding those that are not effective until subsequent periods, by partners during the three months ended March 31, 2009:

MONTH	UNITS REDEEMED	NAV PER UNIT

January 31, 2009	11	3,132.67

February 28, 2009	65	3,080.87

March 31, 2009	62	2,934.87

TOTAL	138

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.

Exhibits filed herewith:

31.01

Certification of Gary D. Halbert, President, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

31.02

Certification of Debi B. Halbert, Chief Financial Officer, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

32.01

PROFUTURES DIVERSIFIED FUND L P 10-Q