UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period ended September 30, 2007

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

For the Transition Period fromto

Commission File Number000-52602

SMITH BARNEY BRISTOL ENERGY FUND L.P.

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(Exact name of registrant as specified in its charter)

New York


20-2718952(State or other jurisdiction of


(I.R.S. Employerincorporation or organization)


Identification No.)


c/o Citigroup Managed Futures LLC
731 Lexington Avenue - 25th Fl.
New York, New York 10022

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(Address of principal executive offices) (Zip Code)

(212) 559-2011

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(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesXNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filerAccelerated filerNon Accelerated filerX

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

YesNoX

As of October 31, 2007, 161,441.3602 Limited Partnership Redeemable Units were outstanding.

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SMITH BARNEY BRISTOL ENERGY FUND L.P.

FORM 10-Q

INDEX

Page
NumberPART I - Financial Information:Item 1.


Financial Statements:Statements of Financial Condition
at September 30, 2007 and December 31, 2006
(unaudited)


3Statements of Income and Expenses
and Partners’ Capital for the three and nine
months ended September 30, 2007 and 2006
(unaudited)


4Statements of Cash Flows for the
three and nine months ended September 30, 2007 and 2006
(unaudited)


5Notes to Financial Statements, including the Financial
Statements of CMF SandRidge Master Fund L.P.
(unaudited)


6 – 14Item 2.


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


15 – 17Item 3.


Quantitative and Qualitative
Disclosures about Market Risk


18Item 4.


Controls and Procedures


19PART II - Other Information


20 – 21


2

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PART I

Item 1. Financial Statements

Smith Barney Bristol Energy Fund L.P.
Statements of Financial Condition
(Unaudited)

September 30,
2007


December 31,
2006Assets:Investment in Master, at fair value



$
190,946,940




$
156,083,053Cash




20,392





6,305$
190,967,332




$
156,089,358Liabilities and Partners’ Capital:Liabilities:Accrued expenses:Brokerage commissions



$
596,773




$
487,779Management fees




317,271





259,283Administrative fees




79,318





64,821Other fees




7,670





32,078Redemptions payable




370,294





1,761,7131,371,326





2,605,674Partners’ Capital:General Partner 564.9760 Unit equivalent outstanding in 2007 and 2006




682,700





620,711Special Limited Partner 2,369.3689 and 703.2443 Redeemable Units outstanding in 2007 and 2006, respectively




2,863,074





772,619Limited Partners 153,967.5743 and 138,433.6336 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




186,050,232





152,090,354189,596,006





153,483,684$
190,967,332




$
156,089,358


See accompanying notes to financial statements

3

---



Smith Barney Bristol Energy Fund L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

Three Months Ended
September 30,


Nine Months Ended
September 30,2007


2006


2007


2006Income:Net realized gains on closed positions allocated from Master



$
34,058,265




$
1,372,976




$
43,223,364




$
5,870,376Change in net unrealized losses on open positions allocated from Master




(35,126,496
)




(8,542,631
)




(21,719,902
)




(7,590,200
)Interest income allocated from Master




1,602,777





1,302,072





4,792,169





2,415,178Expenses allocated from Master




(254,589
)




(205,713
)




(429,758
)




(424,353
)279,957





(6,073,296
)




25,865,873





271,001Expenses:Brokerage commissions




1,813,782





1,214,545





4,993,615





2,357,506Management fees




964,253





645,626





2,654,303





1,252,973Administrative fees




241,064





161,406





663,575





313,243Other fees




137,502





35,229





203,518





65,4993,156,601





2,056,806





8,515,011





3,989,221Net income (loss) before allocation to Special Limited Partner




(2,876,644
)




(8,130,102
)




17,350,862





(3,718,220
)Allocation to Special Limited Partner




—





—





(2,014,644
)




(659,994
)Net income (loss) after allocation to Special Limited Partner




(2,876,644
)




(8,130,102
)




15,336,218





(4,378,214
)Additions – Special Limited Partner




—





—





2,014,644





659,994Additions – General Partner




—





—





—





640,000Additions – Limited Partners




16,930,000





41,828,000





33,664,256





125,169,000Redemptions – Limited Partners




(2,721,745
)




(1,700,865
)




(14,902,796
)




(2,263,484
)Net increase in Partners’ Capital




11,331,611





31,997,033





36,112,322





119,827,296Partners’ Capital, beginning of period




178,264,395





103,010,010





153,483,684





15,179,747Partners’ Capital, end of period



$
189,596,006




$
135,007,043




$
189,596,006




$
135,007,043Net Asset Value per Redeemable Unit (156,901.9192 and 125,925.3650 Units outstanding at September 30, 2007 and 2006, respectively)



$
1,208.37




$
1,072.12




$
1,208.37




$
1,072.12Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent



$
(15.22
)



$
(70.02
)



$
109.72




$
33.13
*


|* | This amount shown per Redeemable Unit does not correspond with the net loss presented above because of the timing of the additions of the Partnership’s Redeemable Units in relation to the fluctuating values of the Partnership’s commodity interests.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements

4

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Smith Barney Bristol Energy Fund L.P.
Statements of Cash Flows
(Unaudited)

Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Cash flows from operating activities:Net income (loss)



$
(2,876,644
)



$
(8,130,102
)



$
15,336,218




$
(4,378,214
)Adjustments to reconcile net income (loss) to net cash used in operating activities:Changes in operating assets and liabilities:Purchases of investment in Master




(18,394,650
)




(41,843,182
)




(35,678,900
)




(126,595,927
)Proceeds from sale of investment in Master




9,042,974





2,340,416





26,680,886





5,134,298Net unrealized (appreciation) depreciation on investment in Master




(279,957
)




6,073,296





(25,865,873
)




(271,001
)Accrued expenses:Increase (decrease) in brokerage commissions




29,910





104,552





108,994





379,582Increase (decrease) in management fees




16,002





55,552





57,988





201,815Increase (decrease) in administrative fees




4,001





13,888





14,497





50,453Increase (decrease) in due to CGM




—





(20,558
)




—





(59,713
)Increase (decrease) in other fees




(60,366
)




20,660





(24,408
)




(973
)Net cash used in operating activities




(12,518,730
)




(41,385,478
)




(19,370,598
)




(125,539,680
)Cash flows from financing activities:Proceeds from additions – Limited Partners




16,930,000





41,828,000





33,664,256





125,169,000Allocation of Units – Special Limited Partner




—





—





2,014,644





659,994Proceeds from additions – General Partner




—





—





—





640,000Payments for redemptions – Limited Partners




(4,471,658
)




(422,232
)




(16,294,215
)




(908,349
)Net cash provided by financing activities




12,458,342





41,405,768





19,384,685





125,560,645Net change in cash




(60,388
)




20,290





14,087





20,965Cash, at beginning of period




80,780





13,575





6,305





12,900Cash, at end of period



$
20,392




$
33,865




$
20,392




$
33,865


See accompanying notes to financial statements

5

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Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

1.    General:

Smith Barney Bristol Energy Fund L.P. (the ‘‘Partnership’’) is a limited partnership organized on April 20, 2005 under the partnership laws of the State of New York to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity options, commodity futures contracts and forward contracts on United States exchanges and certain foreign exchanges. In addition, the Partnership may enter into swap and derivative contracts. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk.

Between May 15, 2005 (commencement of the offering period) and September 1, 2005, 11,925 redeemable units of Limited Partnership Interest (‘‘Redeemable Units’’) were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until September 6, 2005 at which time they were remitted to the Partnership for trading. The Partnership was authorized to sell 100,000 Redeemable Units of Limited Partnership Interest during its initial offering period. The Partnership privately and continuously offers Redeemable Units.

Citigroup Managed Futures LLC acts as the general partner (the ‘‘General Partner’’) of the Partnership. The Partnership’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.

Effective December 1, 2005, the Partnership allocated substantially all of its capital to CMF SandRidge Master Fund L.P. (the ‘‘Master’’), a limited partnership organized under the partnership laws of the State of New York. The partnership purchased 14,410.6191 Reedemable Units of the Master with cash equal of $14,477,858 and a contribution of open commodity futures and option positions with a fair value of $(16,018). The Master was formed in order to permit commodity pools managed now or in the future by SandRidge Capital, L.P. (‘‘SandRidge’’) using its Energy Program, to invest together in one trading vehicle. The General Partner of the Partnership is the general partner of the Master. Individual and pooled accounts currently managed by SandRidge, including the Partnership are permitted to be Limited Partners of the Master. The General Partner and SandRidge believe that trading through a master/feeder structure should promote efficiency and economy in the trading process. Expenses to investors as a result of the investment in the Master are approximately the same and redemption rights are not affected.

At September 30, 2007 and December 31, 2006, the Partnership owned approximately 65.0% and 72.3%, respectively, of the Master. It is the Partnership’s intention is to continue to invest substantially all of its assets in the Master. The performance of the Partnership is directly affected by the performance of the Master.

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at September 30, 2007 and December 31, 2006 and the results of its operations and changes in Partners’ Capital and cash flows for the three and nine months ended September 30, 2007 and 2006. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Registration Statement on Form 10-12 G filed April 30, 2007 with the Securities and Exchange Commission (the ‘‘SEC’’) for the year ended December 31, 2006.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

6

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Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

CMF SandRidge Master Fund L.P.
Statements of Financial Condition
(Unaudited)

The Master’s statements of financial condition and condensed schedules of investments as of September 30, 2007 and December 31, 2006 and statements of income and expenses and partners’ capital and statements of cash flows for the three and nine months ended September 30, 2007 and 2006 are presented below:

September 30,
2007


December 31,
2006Assets:Equity in commodity futures trading account:Cash (restricted $50,239,927 and $18,475,372 in 2007 and 2006, respectively)



$
328,505,372




$
215,267,731Commodity options owned, at fair value (cost $12,633,355 and $14,249,050 in 2007 and 2006, respectively)




11,079,546





18,275,061339,584,918





233,542,792Interest receivable




795,317





718,277$
340,380,235




$
234,261,069Liabilities and Partners’ Capital:Liabilities:Net unrealized depreciation on open futures contracts



$
36,029,395




$
1,982,014Commodity options written, at fair value (premium $11,178,740 and $12,600,750 in 2007 and 2006, respectively)




10,677,907





16,475,690Accrued expenses:Professional fees




969





19,602Distribution payable




795,317





718,27747,503,588





19,195,583Partners’ Capital:Limited Partners’ 220,658.2049 and 184,159.5052 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




292,876,647





215,065,486$
340,380,235




$
234,261,069


7

---



Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

CMF SandRidge Master Fund L.P.
Condensed Schedule of Investments
September 30, 2007
(Unaudited)

Number of
Contracts


Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap Jan. 08 – Dec. 11




21,134




$
(40,951,003
)




(13.98
)%Other










(1,632,716
)




(0.56
)Total futures contracts purchased










(42,583,719
)




(14.54
)Futures Contracts SoldEnergy










6,554,324





2.24Options OwnedNYMEX Natural Gas European










11,079,546





3.78Options WrittenNYMEX Natural Gas European










(10,677,907
)




(3.64
)Total fair value









$
(35,627,756
)




(12.16
)%


8

---



Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

CMF SandRidge Master Fund L.P.
Condensed Schedule of Investments
December 31, 2006
(Unaudited)

Number of
Contracts


Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap Mar. 07 – Dec.-11




8951




$
(16,651,840
)




(7.74
)%Other










(12,527,254
)




(5.83
)Total futures contracts purchased










(29,179,094
)




(13.57
)Futures Contracts SoldEnergy










27,197,080





12.64Total futures contracts sold










27,197,080





12.64Options OwnedEnergyNYMEX Natural Gas European Jan.-07 – Feb.-08




738





13,677,861





6.36Other










4,597,200





2.14Total options owned










18,275,061





8.50Options WrittenEnergyNYMEX Natural Gas European Jan.-07 – Dec.-07




1401





(12,324,170
)




(5.73
)Other










(4,151,520
)




(1.93
)Total options written










(16,475,690
)




(7.66
)Total fair value









$
(182,643
)




(0.09
)%


9

---



Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

CMF SandRidge Master Fund L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

Three Months Ended
September 30,


Nine Months Ended
September 30,2007


2006


2007


2006Income:Net gains (losses) on trading of commodity interests:Net realized gains on closed positions



$
53,074,070




$
1,708,648




$
67,409,299




$
6,260,056Change in net unrealized losses on open positions




(54,320,966
)




(10,635,671
)




(35,251,428
)




(9,976,031
)(1,246,896
)




(8,927,023
)




32,157,871





(3,715,975
)Interest income




2,627,065





1,624,879





7,535,125





2,958,8081,380,169





(7,302,144
)




39,692,996





(757,167
)Expenses:Clearing fees




283,967





247,844





520,544





494,913Professional fees




111,532





7,826





134,759





29,886395,499





255,670





655,303





524,799Net income (loss)




984,670





(7,557,814
)




39,037,693





(1,281,966
)Additions — Limited Partners




19,894,650





41,843,182





72,314,602





162,976,591Redemptions — Limited Partners




(9,974,666
)




(5,063,427
)




(26,006,009
)




(7,012,199
)Distribution of interest to feeder funds




(2,627,065
)




(1,624,879
)




(7,535,125
)




(2,958,808
)Net increase in Partners’ Capital




8,277,589





27,597,062





77,811,161





151,723,618Partners’ Capital, beginning of period




284,599,058





139,423,935





215,065,486





15,297,379Partners’ Capital, end of period



$
292,876,647




$
167,020,997




$
292,876,647




$
167,020,997Net Asset Value per Redeemable Unit (220,658.2049 and 147,481.3069 Units outstanding at September 30, 2007
and 2006, respectively)



$
1,327.29




$
1,132.49




$
1,327.29




$
1,132.49Net income (loss) per Redeemable Unit of Limited Partnership Interest



$
6.86




$
(55.25
)



$
196.10




$
107.26
*


|* | This amount shown per Redeemable Unit does not correspond with the net loss presented above because of the timing of the additions of the Partnership’s Redeemable Units in relation to the fluctuating values of the Partnership’s commodity interests.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

---



Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

CMF SandRidge Master Fund L.P.
Statements of Cash Flows
(Unaudited)

Three Months Ended
September 30,


Nine Months Ended
September 30,2007


2006


2007


2006Cash flows from operating activities:Net income (loss)



$
984,670




$
(7,557,814
)



$
39,037,693




$
(1,281,966
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




(31,693,698
)




(16,400,103
)




(31,764,555
)




(26,809,666
)(Increase) decrease in net unrealized appreciation on open futures contracts




17,755,960





787,608





—





577,095(Increase) decrease in options owned at fair value




874,661





(11,456,354
)




7,195,515





(20,026,362
)(Increase) decrease in interest receivable




82,331





(120,791
)




(77,040
)




(511,814
)Increase (decrease) in net unrealized depreciation on open futures contracts




36,029,395





6,348,661





34,047,381





6,348,661Increase (decrease) in options written at fair value




(239,495
)




12,095,696





(5,797,783
)




22,199,457Accrued expenses:Increase (decrease) in professional fees




(34,086
)




7,826





(18,633
)




29,885Net cash provided by (used in) operating activities




23,759,738





(16,295,271
)




42,622,578





(19,474,710
)Cash flows from financial activities:Proceeds from additions — Limited Partners




19,894,650





41,843,182





72,314,602





162,976,591Payments for redemptions — Limited Partners




(9,974,666
)




(5,063,427
)




(26,006,009
)




(7,012,199
)Distribution of interest to feeder funds




(2,709,396
)




(1,504,088
)




(7,458,085
)




(2,446,994
)Net cash provided by financing activities




7,210,588





35,275,667





38,850,508





153,517,398Net change in unrestricted cash




30,970,326





18,980,396





81,473,086





134,042,688Unrestricted cash, at beginning of period




247,295,119





129,308,569





196,792,359





14,246,277Unrestricted cash, at end of period



$
278,265,445




$
148,288,965




$
278,265,445




$
148,288,965


11

---



Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit for the three and nine months ended September 30, 2007 and 2006 were as follows:

Three Months Ended
September 30,


Nine Months Ended
September 30,2007


2006


2007


2006Net realized and unrealized gains (losses) allocated from Master*



$
(15.79
)



$
(73.92
)



$
116.11




$
47.63Interest income allocated from Master




10.53





11.10





32.49





31.25Expenses**




(9.96
)




(7.20
)




(38.88
)




(45.75
)Increase (decrease) for the period




(15.22
)




(70.02
)




109.72





33.13Net Asset Value per Redeemable Unit, beginning of period




1,223.59





1,142.14





1,098.65





1,038.99Net Asset Value per Redeemable Unit, end of period



$
1,208.37




$
1,072.12




$
1,208.37




$
1,072.12


|* | Includes Partnership commissions and expenses allocated from Master.
|- | --------------------------------------------------------------------

|** | Excludes Partnership commissions fees and expenses allocated from Master.
|-- | -------------------------------------------------------------------------

Three Months Ended
September 30,


Nine Months Ended
September 30,2007


2006


2007


2006Ratio to average net assets:****Net investment loss before allocation to Special Limited Partner*****




(3.8
)%




(3.1
)%




(3.2
)%




(3.5
)%Operating expenses




7.2
%




7.4
%




6.9
%




7.7
%Allocation to Special Limited Partner




—
%




—
%




1.2
%




0.9
%Total expenses




7.2
%




7.4
%




8.1
%




8.6
%Total return:Total return before allocation to Special Limited Partner




(1.2
)%




(6.1
)%




11.2
%




3.7
%Allocation to Special Limited Partner




—
%




—
%




(1.2
)%




(0.5
)%Total return after allocation to Special Limited Partner




(1.2
)%




(6.1
)%




10.0
%




3.2
%


|**** | Annualized (except for allocation to Special Limited Partner, if applicable)
|---- | ----------------------------------------------------------------------------

|***** | Interest income allocated from Master less total expenses (exclusive of allocation to Special Limited Partner, if applicable)
|----- | -----------------------------------------------------------------------------------------------------------------------------

The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.

12

---



Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

Financial Highlights of the Master:

Three Months Ended
September 30,


Nine Months Ended
September 30,2007


2006


2007


2006Net realized and unrealized gains (losses)*



$
(4.74
)



$
(66.93
)



$
160.09




$
75.37Interest income




12.10





11.73





36.63





32.55Expenses **




(0.50
)




(0.05
)




(0.62
)




(0.66
)Increase (decrease) for the period




6.86





(55.25
)




196.10





107.26Distributions of interest to feeder funds




(12.10
)




(11.73
)




(36.63
)




(32.55
)Net Asset Value per Unit, beginning of period




1,332.53





1,199.47





1,167.82





1,057.78Net Asset Value per Unit, end of period



$
1,327.29




$
1,132.49




$
1,327.29




$
1,132.49


|* | Includes clearing fees.
|- | -----------------------

|** | Excludes clearing fees.
|-- | -----------------------

Ratios to average net assets:***Net investment gain ****




3.0
%




3.5
%




3.5
%




3.6
%Operating expense




0.5
%




0.7
%




0.3
%




0.8
%Total return




0.5
%




(4.6
)%




16.8
%




10.1
%


|*** | Annualized
|--- | ----------

|**** | Interest income less total expenses
|---- | -----------------------------------

|The above ratios may vary for individual investors based on the timing of capital transactions during the period.
|-----------------------------------------------------------------------------------------------------------------

3.    Trading Activities:

The Partnership was formed for the purpose of trading commodity interests, including derivative financial instruments and derivative commodity instruments. The Partnership invests substantially all of its assets through a ‘‘master fund/feeder fund’’ structure. The results of the Partnership’s investment in Master are shown in the Statements of Income and Expenses and Partners’ Capital and are discussed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Customer Agreement between the Partnership and CGM and the Master and CGM gives the Partnership and the Master, respectively, the legal right to net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Master are held for trading purposes. The average fair values of these interests during the nine and twelve months ended September 30, 2007 and December 31, 2006, based on a monthly calculation, were $8,423,684 and $(3,929,298), respectively. The fair values of these commodity interests, including options and swaps thereon, if applicable, at September 30, 2007 and December 31, 2006, were $(35,627,756) and $(182,643), respectively. Fair values for exchange traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on other measures of fair value deemed appropriate by the General Partner.

13

---



Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
September 30, 2007
(Unaudited)

4.    Financial Instrument Risks:

In the normal course of its business, the Partnership, through its investment in the Master, is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange-traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. The Fund may trade commodity options. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of an option has unlimited risk. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Master due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Partnership’s/Master’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Partnership, through its investment in the Master, has credit risk and concentration risk because the sole counterparty or broker with respect to the Master’s assets is CGM.

The General Partner monitors and controls the Partnership’s/Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Master is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forward and option positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of the inception date. However, due to the nature of the Master’s business, these instruments may not be held to maturity.

14

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

Liquidity and Capital Resources

The Partnership does not engage in the sale of goods or services. Its only assets are its investment in Master and cash. The Master does not engage in the sale of goods or services. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership through its investment in Master. While substantial losses could lead to a substantial decrease in liquidity, no such losses occurred in the third quarter of 2007.

The Partnership’s capital consists of capital contributions, as increased or decreased by its investment in Master, expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the nine months ended September 30, 2007, Partnership capital increased 23.5% from $153,483,684 to $189,596,006. This increase was attributable to a net income from operations of $15,336,218 coupled with additions sales of 28,065.9676 Redeemable Units of Limited Partnership Interest totaling $33,664,256 and the allocation of 1,666.1246 Redeemable Units of Special Limited Partnership Interest totaling $2,014,644, which was partially offset by the redemption of 12,532.0269 Redeemable Units of Limited Partnership Interest totaling $14,902,796. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.

The Master’s capital consists of the capital contributions of the partners as increased or decreased by realized and/or unrealized gains or losses on commodity futures trading, expenses, interest income, redemptions of Units and distributions of profits, if any.

For the nine months ended September 30, 2007, the Master’s capital increased 36.2% from $215,065,486 to $292,876,647. This increase was attributable to a net income from operations of $39,037,693 coupled with additional sales of 56,810.1744 Redeemable Units totaling $72,314,602, which was partially offset by the redemption of 20,311.3747 Redeemable Units totaling $26,006,009 and distribution of interest totaling $7,535,125 to the limited partners of the Master. Future redemptions can impact the amount of funds available for investments in commodity positions in subsequent periods.

Critical Accounting Policies

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

All commodity interests (including derivative financial instruments and derivative commodity instruments) held by the Master are used for trading purposes. The commodity interests are recorded on the trade date and open contracts are recorded in the Statements of Financial Condition at fair value on the last business day of the period, which represents market value for those commodity interests for which market quotations are readily available or other measures of fair value deemed appropriate by management of the General Partner for those commodity interests and foreign currencies for which market quotations are not readily available. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the last business day of the period. Realized gains (losses) and changes in unrealized gains (losses) on open positions are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests.

The Master may purchase and write (sell) options. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Master writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Master purchases an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily.

15

---



The value of the Partnership’s investment in Master reflects the Partnership’s proportional interest in the Partners’ Capital of the Master. All of the income and expenses and unrealized and realized gains and losses from the commodity transactions of the Master are allocated pro rata among the investors at the time of such determination.

Foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the statements of financial condition. Realized gains (losses) and changes in unrealized values on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the statements of income and expenses and partners’ capital.

In July 2006, the Financial Accounting Standards Board (the ‘‘FASB’’) released FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (FIN 48).  FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.  FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority.  Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year.  The Partnership adopted FIN 48 as of January 1, 2007 and the application of this standard did not impact the financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, ‘‘Fair Value Measurements’’. This accounting standard establishes a single authoritative definition of fair value sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and the interim periods within those fiscal years. As of September 30, 2007, the Partnership is still evaluating the impact the adoption of SFAS No. 157 will have on the financial statement amounts; however, additional disclosures will be required about the inputs used to develop the measurements and the effect of certain measurements on changes in Partners’ Capital for the period.

Results of Operations

During the Partnership’s third quarter of 2007 the Net Asset Value per Redeemable Unit decreased 1.2% from $1,223.59 to $1,208.37 as compared to a decrease of 6.1% in the third quarter of 2006. The Partnership experienced a net trading loss (comprised of realized gains on closed positions allocated from Master and change in net unrealized losses on net open positions allocated from Master) before brokerage and related fees in the third quarter of 2007 of $1,068,231. Losses were primarily attributable to the Master’s trading of commodity futures in NYMEX Crude Oil and were partially offset by gains in NYMEX Natural Gas and NYMEX Unleaded Gas. The Partnership experienced a net trading loss before brokerage and related fees in the third quarter of 2006 of $7,169,655. Losses were primarily attributable to the Master’s trading of commodity futures in NYMEX Crude Oil and were partially offset by gains in NYMEX Heating Oil, NYMEX Natural Gas and NYMEX Unleaded Gas.

The Master posted losses for the third quarter of 2007, as gains accumulated in July and August failed to outpace losses realized in September. Losses were realized in trading crude as prices unexpected rallied to a record high of $83.90 on continued storage draws, US dollar weakness, and geopolitical concerns. In trading natural gas, the Advisor successfully captured the downward price trend early in the quarter as ample supplies allowed storage inventories to shift from a year-over-year deficit to a surplus. However, gains earned in natural gas were greatly reduced as prices rebounded in September on a combination of record warm temperatures and multiple storm threats.

During the nine months ended September 30, 2007 the Net Asset Value per Redeemable Unit increased 10.0% from $1,098.65 to $1,208.37 as compared to an increase of 3.2% during the nine months ended September 30, 2006. The Partnership experienced a net trading gain (comprised of net realized

16

---



gains on closed positions allocated from Master and change in net unrealized losses on open positions allocated from Master) before brokerage and related fees in the nine months ended September 30, 2007 of $21,503,462. Gains were primarily attributable to the Master’s trading of commodity futures in NYMEX Gasoline, NYMEX Natural Gas and NYMEX Unleaded Gas and were partially offset by losses in NYMEX Crude Oil. The Partnership experienced a net trading loss before brokerage and related fees in the nine months ended September 30, 2006 of $1,719,824. Losses were primarily attributable to the Master’s trading of commodity futures in NYMEX Crude Oil and were partially offset by gains in NYMEX Heating Oil, NYMEX Natural Gas and NYMEX Unleaded Gas.

Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership (and the Master) depends on the existence of major price trends and the ability of the Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisor is able to identify them, the Partnership (and the Master) expects to increase capital through operations.

Interest income on 80% of the Partnership’s daily average equity allocated to it by the Master was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Master’s assets in cash and/or place all of the Master’s assets in 90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income allocated from the Master for the three and nine months ended September 30, 2007 increased by $300,705 and $2,376,991, respectively, as compared to the corresponding periods in 2006. The increase in interest income is primarily due to higher net assets during the three and nine months ended September 30, 2007 as compared to the corresponding periods in 2006.

Brokerage fees are calculated on the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Brokerage fees for the three and nine months ended September 30, 2007 increased by $599,237 and $2,636,109, respectively, as compared to the corresponding periods in 2006. The increase in brokerage and other fees is due to higher net assets during the three and nine months ended September 30, 2007 as compared to the corresponding periods in 2006.

Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for the three and nine months ended September 30, 2007 increased by $318,627 and $1,401,330, respectively, as compared to the corresponding periods in 2006. The increase in management fees is due to higher net assets during the three and nine months ended September 30, 2007 as compared to the corresponding periods in 2006.

Administrative fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance and redemptions. Administrative fees for the three and nine months ended September 30, 2007 increased by $79,658 and $350,332, respectively, as compared to the corresponding periods in 2006. The increase in administrative fees is due to higher net assets during the three and nine months ended September 30, 2007 as compared to the corresponding periods in 2006.

Special Limited Partner profit share allocations (incentive fees) are based on the new trading profits generated by the Advisor at the end of the quarter as defined in the advisory agreements between the Partnership, the General Partner and the Advisor. The profit share allocation accrued for the three and nine months ended September 30, 2007 was $0 and $2,014,644, respectively. The profit share allocation accrued for the three and nine months ended September 30, 2006 was $0 and $659,994, respectively.

17

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

All of the Partnership’s assets are subject to the risk of trading loss through its investment in the Master. The Master is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Master’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Master’s main line of business.

Market movements result in frequent changes in the fair value of the Master’s open positions and, consequently, in its earnings and cash flow. The Master’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Master’s open positions and the liquidity of the markets in which it trades.

The Master rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Master’s past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Master could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Master’s speculative trading and the recurrence in the markets traded by the Master of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Master’s experience to date (i.e., ‘‘risk of ruin’’). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Master’s losses in any market sector will be limited to Value at Risk or by the Master’s attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Master as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

The following table indicates the trading Value at Risk associated with the Master’s open positions by market category as of September 30, 2007 and the highest, lowest and average values during the three months ended September 30, 2007. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of September 30, 2007, the Master’s total capitalization was $292,876,647. There has been no material change in the trading value at Risk information previously disclosed in the Annual Report included in Form 10A-12G filed April 30, 2007 with the Securities Exchange Commission for the year ended December 31, 2006.

September 30, 2007
(Unaudited)

Three Months Ended September 30, 2007Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Energy



$
42,550,227





14.53
%



$
42,550,227




$
17,698,100




$
31,783,468Total



$
42,550,227





14.53
%


|* Average of Month-end Values at Risk
|-------------------------------------

18

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Item 4.    Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September  30, 2007 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

The Partnership’sinternal control over financial reportingis a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. These controls include policies and procedures that:

| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

| |   |                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and

| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended September 30, 2007 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

19

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

There are no material changes supplementing or amending the discussion of legal proceedings set forth under Part I, Item 3 ‘‘Legal Proceedings’’ in our Registration Statement on Form 10-12 G for the fiscal year ended December 31, 2006 filed on April 30, 2007 and for the Form 10-Q for the quarter ended June 30, 2007.

Enron-Related Civil Actions

On August 27, 2007, the District Court for the Southern District of New York inIn Re. Enron Corp.reversed the rulings of the federal bankruptcy court that certain bankruptcy claims held by Citigroup transferees could be equitably subordinated or disallowed solely because of the alleged misconduct of Citigroup, and remanded for further proceedings.

IPO Regulatory Inquiries

On August 14, 2007, plaintiffs filed amended complaints in the six focus cases as well as amended master allegations for all cases in the coordinated proceedings. On September 27, 2007, plaintiffs filed a motion to certify new classes in the six focus cases.

Item 1A.    Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. ‘‘Risk Factors’’ in our Registration Statement on Form 10-12 G for the fiscal year ended December 31, 2006 filed on April 30, 2007 and for the Form 10-Q for the Quarter ended June 30, 2007.

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

For the three months ended September 30, 2007, there were additional sales of 13,363.9127 Redeemable Units of Limited Partnership totaling $16,930,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.

Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, options and forwards contracts.

The following chart sets forth the purchases of Redeemable Units by the Partnership.

Period


(a) Total
Number of
Redeemable
Units Purchased*


(b) Average
Price Paid per
Redeemable Unit**


(c) Total Number
of Redeemable Units
Purchased as Part
of Publicly Announced
Plans or Programs


(d) Maximum Number
(or Approximate
Dollar Value) of
Redeemable Units that
May Yet Be
Purchased Under the
Plans or ProgramsJuly 1, 2007 -
July 31, 2007




1,163.8279




$
1,266.33





N/A





N/AAugust 1, 2007 -
August 31, 2007




680.9324




$
1,288.91





N/A





N/ASeptember 1, 2007 -
September 30, 2007




306.4413




$
1,208.37





N/A





N/A2,151.2016




$
1,254.54


|* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for Limited Partners.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** Redemptions of Redeemable Units are effected as of the last day of each month at the Net Asset Value per Redeemable Unit as of that day.
|-------------------------------------------------------------------------------------------------------------------------------------------

20

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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

The exhibits required to be filed by Item 601 of Regulation S-1 are incorporated herein by reference to the exhibit index of the Registration Statement on Form 10-12 G for the period ended December 31, 2006 filed on April 30, 2007 and on Form 10-12 G/A filed on October 19, 2007.

Exhibit – 31.1 – Rule 13a-14(a)/15d-14(a) Certification
(Certification of President and Director)

Exhibit – 31.2 – Rule 13a-14(a)/15d-14(a) Certification
(Certification of Chief Financial Officer and Director)

Exhibit – 32.1 – Section 1350 Certification
(Certification of President and Director).

Exhibit – 32.2 – Section 1350 Certification
(Certification of Chief Financial Officer and Director).

21

---



SIGNATURES

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

SMITH BARNEY BRISTOL ENERGY FUND L.P.By:


Citigroup Managed Futures LLC(General Partner)By:


/s/ Jerry PascucciJerry PascucciPresident and DirectorDate:   November 14, 2007By:


/s/ Jennifer MagroJennifer MagroChief Financial Officer and DirectorDate:


November 14, 2007


22

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