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 June 30, 2010
  OR ( )
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  
  000-52602
  BRISTOL ENERGY FUND L.P.
    New York

20-2718952(State or other jurisdiction of


(I.R.S. Employerincorporation or organization)


Identification No.
)   c/o Ceres
    Managed Futures LLC
    522  Fifth Avenue, 14th Floor
    New York, New York 10036
  (Address of
    principal executive offices) (Zip Code)
  (212) 296-1999
  (Registrants
    telephone number, including area code)
    Yes X  No
  S-T
 Yes   No
  12b-2
  Large
    accelerated filer
    Accelerated filer
    Non
    Accelerated filer X
    Smaller
reporting company  rule 12b-2
  Yes   No X




---



##### 



BRISTOL ENERGY FUND L.P.
  FORM 10-Q
  INDEX
  PageNumberPART I - Financial Information:Item 1.

Financial Statements:Statements of Financial Condition at June 30,
    2010 and December 31, 2009 (unaudited)

3Statements of Income and Expenses
    and Changes in Partners Capital for the  three and six  
    months ended June 30, 2010 and 2009
    (unaudited)

4Notes to Financial Statements, including the Financial
    Statements of CMF SandRidge Master Fund L.P.
    (unaudited)

5  19Item 2.

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

20  22Item 3.

Quantitative and Qualitative
    Disclosures about Market Risk

23Item 4.

Controls and Procedures

24PART II - Other Information

25  27ExhibitsEx. 31.1 CertificationEx. 31.2 CertificationEx. 32.1 CertificationEx. 32.2 Certification   2




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##### 



PART I
Item 1. Financial Statements
 Bristol Energy Fund L.P.
Statements of Financial Condition
(Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009Assets:Investment in Master, at fair value
    
    $
    477,834,814
    
    
    $
    479,820,291Cash
    
    
    136,049
    
    
    
    148,017Total assets
    
    $
    477,970,863
    
    
    $
    479,968,308Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage fees
    
    $
    1,493,659
    
    
    $
    1,499,901Advisory fees
    
    
    794,029
    
    
    
    797,316Administrative fees
    
    
    198,507
    
    
    
    199,329Other
    
    
    59,540
    
    
    
    78,765Redemptions payable
    
    
    6,119,528
    
    
    
    6,793,491Total liabilities
    
    
    8,665,263
    
    
    
    9,368,802Partners Capital:General
Partner, 3,346.8277 unit
equivalents outstanding at June 30, 2010 and December 31, 2009
    
    
    4,743,526
    
    
    
    5,507,975Special Limited Partner 800.7772 Redeemable Units
outstanding at June 30, 2010 and December 31, 2009
    
    
    1,134,958
    
    
    
    1,317,863Limited
Partners, 326,973.2327 and 281,803.7996 Redeemable Units
 outstanding at June 30, 2010
and December 31, 2009, respectively
    
    
    463,427,116
    
    
    
    463,773,668Total partners capital
    
    
    469,305,600
    
    
    
    470,599,506Total liabilities and partners capital
    
    $
    477,970,863
    
    
    $
    479,968,308Net asset value per unit
    
    $
    1,417.32
    
    
    $
    1,645.73
  3




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##### 



Bristol Energy Fund L.P.
    Statements of Income and Expenses and Changes in Partners Capital
    (Unaudited) Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income:Net realized gains (losses) on closed contracts allocated
from Master
    
    $
    (78,019,555
    )
    
    $
    50,793,221
    
    
    $
    (45,559,660
    )
    
    $
    (32,260,917
    )Change in net unrealized gains (losses) on
open contracts allocated from Master
    
    
    29,631,186
    
    
    
    (27,535,178
    )
    
    
    (13,281,182
    )
    
    
    85,866,648Interest income allocated from Master
    
    
    127,010
    
    
    
    77,274
    
    
    
    187,170
    
    
    
    154,517Expenses allocated from Master
    
    
    (403,718
    )
    
    
    (157,175
    )
    
    
    (645,271
    )
    
    
    (339,381
    )Total income (loss)
    
    
    (48,665,077
    )
    
    
    23,178,142
    
    
    
    (59,298,943
    )
    
    
    53,420,867Expenses:Brokerage fees
    
    
    4,765,147
    
    
    
    3,654,250
    
    
    
    9,437,852
    
    
    
    7,020,701Advisory fees
    
    
    2,533,101
    
    
    
    1,942,110
    
    
    
    5,016,895
    
    
    
    3,731,240Administrative fees
    
    
    633,275
    
    
    
    485,527
    
    
    
    1,254,224
    
    
    
    932,810Other
    
    
    73,078
    
    
    
    63,910
    
    
    
    144,603
    
    
    
    128,520Total expenses
    
    
    8,004,601
    
    
    
    6,145,797
    
    
    
    15,853,574
    
    
    
    11,813,271Net income
(loss) before allocation to Special Limited Partner
    
    
    (56,669,678
    )
    
    
    17,032,345
    
    
    
    (75,152,517
    )
    
    
    41,607,596Allocation to Special Limited Partner
    
    
    
    
    
    
    (2,847,332
    )
    
    
    
    
    
    
    (2,847,332
    )Net income (loss) after allocation to Special Limited Partner
    
    
    (56,669,678
    )
    
    
    14,185,013
    
    
    
    (75,152,517
    )
    
    
    38,760,264Additions  Special Partner
    
    
    
    
    
    
    2,847,332
    
    
    
    
    
    
    
    2,847,332Additions  Limited Partners
    
    
    43,913,000
    
    
    
    29,857,468
    
    
    
    92,951,000
    
    
    
    48,451,468Redemptions  Limited Partners
    
    
    (12,522,554
    )
    
    
    (16,475,179
    )
    
    
    (19,092,389
    )
    
    
    (28,085,858
    )Net increase (decrease) in Partners Capital
    
    
    (25,279,232
    )
    
    
    30,414,634
    
    
    
    (1,293,906
    )
    
    
    61,973,206Partners Capital, beginning of period
    
    
    494,584,832
    
    
    
    363,697,424
    
    
    
    470,599,506
    
    
    
    332,138,852Partners Capital, end of period
    
    $
    469,305,600
    
    
    $
    394,112,058
    
    
    $
    469,305,600
    
    
    $
    394,112,058Net asset value per unit
(331,120.8376 and 241,534.3427 units outstanding
at June 30, 2010 and 2009, respectively)
    
    $
    1,417.32
    
    
    $
    1,631.70
    
    
    $
    1,417.32
    
    
    $
    1,631.70Net income (loss) per Redeemable Unit and General Partner unit equivalent
    
    $
    (168.96
    )
    
    $
    59.29
    
    
    $
    (228.41
    )
    
    $
    164.94Weighted average units outstanding
    
    
    331,154.0537
    
    
    
    239,867.2795
    
    
    
    318,649.9326
    
    
    
    236,165.2281
   4




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##### 



Bristol Energy Fund L.P.Notes to Financial Statements
June 30, 2010
    (Unaudited)
  1.
    General:             5




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
  Form 10-K
          6




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##### 



Bristol Energy Fund L.P.Notes to Financial Statements
    June 30, 2010
    (Unaudited)
   CMF SandRidge Master Fund L.P.
    Statements of Financial Condition
    (Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009Assets:Equity in trading account:Cash
    
    $
    632,262,204
    
    
    $
    691,877,329Cash margin
    
    
    89,879,097
    
    
    
    22,651,198Options purchased, at fair value (cost $7,687,100
and $1,392,000 at June 30, 2010 and December 31, 2009, respectively)
    
    
    9,019,552
    
    
    
    1,092,800Total assets
    
    $
    731,160,853
    
    
    $
    715,621,327Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    52,624,882
    
    
    $
    29,412,753Options premium received, at fair value (premium
$0 and $994,000 at June 30, 2010 and December 31, 2009, respectively)
    
    
    
    
    
    
    1,249,600Accrued expenses:Professional fees
    
    
    30,598
    
    
    
    49,481Total liabilities
    
    
    52,655,480
    
    
    
    30,711,834Partners Capital:General Partner, 0.0000 unit equivalents at June 30, 2010 and December 31, 2009
    
    
    
    
    
    
    Limited Partners, 346,878.2231 and 311,109.5773
units outstanding June 30, 2010 and
December 31, 2009, respectively
    
    
    678,505,373
    
    
    
    684,909,493Total liabilities and partners capital
    
    $
    731,160,853
    
    
    $
    715,621,327Net asset value per unit
    
    $
    1,956.03
    
    
    $
    2,201.51
  7




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    June 30, 2010
    (Unaudited)
  CMF
    SandRidge Master Fund L.P.
    Condensed Schedule of Investments
    June 30, 2010
    (Unaudited)
  Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures and Exchange-Cleared Swap Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap Jan. 11 - Dec. 15
    
    
    83,402
    
    
    $
    (93,193,433
    )
    
    
    (13.73
    )%NYMEX Henry Hub Natural Gas March 11 - Dec. 14
    
    
    20,976
    
    
    
    (34,449,620
    )
    
    
    (5.08
    )NYMEX
Natural Gas Oct. 10 - March 12
    
    
    8,658
    
    
    
    (15,328,691
    )
    
    
    (2.26
    )Total futures and exchange-cleared swap contracts purchased
    
    
    
    
    
    
    (142,971,744
    )
    
    
    (21.07
    )Futures and Exchange-Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap Aug. 10 - Apr. 11
    
    
    39,254
    
    
    
    33,744,713
    
    
    
    4.97NYMEX Henry Hub Natural Gas Swap Aug. 10 - Dec. 13
    
    
    21,992
    
    
    
    27,745,710
    
    
    
    4.09NYMEX Henry Hub Natural Gas Aug. 10 - Apr. 11
    
    
    15,275
    
    
    
    28,856,439
    
    
    
    4.25Total futures and exchange-cleared swap contracts sold
    
    
    
    
    
    
    90,346,862
    
    
    
    13.31Options PurchasedPutsEnergy
    
    
    4,328
    
    
    
    9,019,552
    
    
    
    1.33Total
options purchased
    
    
    
    
    
    
    9,019,552
    
    
    
    1.33Total fair value
    
    
    
    
    
    $
    (43,605,330
    )
    
    
    (6.43
    )%
  8




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    June 30, 2010
    (Unaudited)
  CMF
    SandRidge Master Fund L.P.
    Condensed Schedule of Investments
    December 31, 2009
    (Unaudited)
  Number of





% of PartnersContracts


Fair Value


CapitalFutures and Exchange-Cleared Swap Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap Apr. 10  Dec. 14


33,801


$
(11,509,797
)


(1.68
)%NYMEX Henry Hub Natural Gas Swap Mar. 10  Dec. 14


14,452



(7,309,750
)


(1.07
)NYMEX Henry Hub Natural Gas May 10  May 11


4,825



(5,954,147
)


(0.87
)NYMEX Henry Hub Penultimate Mar. 10


524



495,220



0.07Total futures and exchange-cleared swap contracts purchased






(24,278,474
)


(3.55
)Futures and Exchange-Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap Mar. 10  March 11


22,040



(6,466,193
)


(0.94
)NYMEX Henry Hub Natural Gas Swap May 10  Dec. 13


10,108



5,801,850



0.84NYMEX Henry Hub Natural Gas Mar. 10  Sept. 10


6,621



(4,469,936
)


(0.65
)Total futures and exchange-cleared swap contracts sold






(5,134,279
)


(0.75
)Options PurchasedPutsEnergy


240



1,092,800



0.16Total options purchased






1,092,800



0.16Options Premium ReceivedCallsEnergy


240



(1,249,600
)


(0.18
)Total options premium received






(1,249,600
)


(0.18
)Total fair value





$
(29,569,553
)


(4.32
)%   9




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    June 30, 2010
    (Unaudited)
  CMF
    SandRidge Master Fund L.P.
    Statements of Income and Expenses and Changes in Partners Capital
    (Unaudited)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts
    
    $
    (109,835,101
    )
    
    $
    69,743,004
    
    
    $
    (62,858,713
    )
    
    $
    (41,422,051
    )Change in net unrealized gains (losses) on open contracts
    
    
    40,884,719
    
    
    
    (37,876,249
    )
    
    
    (21,324,877
    )
    
    
    114,197,324Gain (loss) from trading, net
    
    
    (68,950,382
    )
    
    
    31,866,755
    
    
    
    (84,183,590
    )
    
    
    72,775,273Interest income
    
    
    181,380
    
    
    
    109,232
    
    
    
    269,831
    
    
    
    215,563Total income (loss)
    
    
    (68,769,002
    )
    
    
    31,975,987
    
    
    
    (83,913,759
    )
    
    
    72,990,836Expenses:Clearing fees
    
    
    480,620
    
    
    
    165,315
    
    
    
    756,161
    
    
    
    340,477Professional fees
    
    
    89,688
    
    
    
    49,717
    
    
    
    163,842
    
    
    
    117,227Total expenses
    
    
    570,308
    
    
    
    215,032
    
    
    
    920,003
    
    
    
    457,704Net income (loss)
    
    
    (69,339,310
    )
    
    
    31,760,955
    
    
    
    (84,833,762
    )
    
    
    72,533,132Additions  Limited Partners
    
    
    65,570,500
    
    
    
    39,965,290
    
    
    
    164,608,500
    
    
    
    90,559,290Redemptions  Limited Partners
    
    
    (37,844,750
    )
    
    
    (28,158,004
    )
    
    
    (85,909,027
    )
    
    
    (60,845,331
    )Distribution of interest income to feeder funds
    
    
    (181,380
    )
    
    
    (109,232
    )
    
    
    (269,831
    )
    
    
    (215,563
    )Net increase (decrease) in Partners Capital
    
    
    (41,794,940
    )
    
    
    43,459,009
    
    
    
    (6,404,120
    )
    
    
    102,031,528Partners Capital, beginning of period
    
    
    720,300,313
    
    
    
    508,290,965
    
    
    
    684,909,493
    
    
    
    449,718,446Partners Capital, end of period
    
    $
    678,505,373
    
    
    $
    551,749,974
    
    
    $
    678,505,373
    
    
    $
    551,749,974Net asset value per unit
(346,878.2231 and 263,013.4685 units outstanding
at June 30, 2010 and 2009, respectively)
    
    $
    1,956.03
    
    
    $
    2,097.80
    
    
    $
    1,956.03
    
    
    $
    2,097.80Net income (loss) per unit
    
    $
    (198.93
    )
    
    $
    122.39
    
    
    $
    (244.69
    )
    
    $
    284.18Weighted average units outstanding
    
    
    347,293.4914
    
    
    
    264,112.7467
    
    
    
    341,784.3606
    
    
    
    258,705.7704
  10




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
  2.
    Financial
    Highlights:    Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net realized and unrealized gains (losses) allocated from Master *

    $
    (159.36
    )
    
    $
    81.42
    
    
    $
    (208.46
    )
    
    $
    196.85Interest income allocated from Master

    
    0.38
    
    
    
    0.32
    
    
    
    0.57
    
    
    
    0.66Expenses and allocation to Special Limited Partner**

    
    (9.98
    )
    
    
    (22.45
    )
    
    
    (20.52
    )
    
    
    (32.57
    )Increase (decrease) for the period

    
    (168.96
    )
    
    
    59.29
    
    
    
    (228.41
    )
    
    
    164.94Net asset value per Redeemable Unit, beginning of period

    
    1,586.28
    
    
    
    1,572.41
    
    
    
    1,645.73
    
    
    
    1,466.76Net asset value per Redeemable Unit, end of period ***

    $
    1,417.32
    
    
    $
    1,631.70
    
    
    $
    1,417.32
    
    
    $
    1,631.70   *
    
    Includes Partnership brokerage fees and clearing fees allocated from Master.**
    
    Excludes Partnership brokerage fees and clearing fees allocated from Master and includes allocation to Special Limited Partner.  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Ratios to Average Net Assets:***Net investment income (loss) before allocation to Special Limited Partner****

    
    (6.6
    )%
    
    
    (6.6
    )%
    
    
    (6.7
    )%
    
    
    (6.7
    )%Operating expenses

    
    6.8
    %
    
    
    6.7
    %
    
    
    6.7
    %
    
    
    6.8
    %Allocation to Special Limited Partner

    
    
    %
    
    
    0.8
    %
    
    
    
    %
    
    
    0.8
    %Total expenses and allocation to Special Limited Partner

    
    6.8
    %
    
    
    7.5
    %
    
    
    6.7
    %
    
    
    7.6
    %Total return:Total return before allocation to Special Limited Partner

    
    (10.7
    )%
    
    
    4.5
    %
    
    
    (13.9
    )%
    
    
    12.0
    %Allocation to Special Limited Partner

    
    
    %
    
    
    (0.7
    )%
    
    
    
    %
    
    
    (0.8
    )%Total return after allocation to Special Limited Partner

    
    (10.7
    )%
    
    
    3.8
    %
    
    
    (13.9
    )%
    
    
    11.2
    %   ***
    
    Annualized (except for allocation to Special Limited Partner, if
applicable).****
    
    Interest income allocated from Master less total expenses.   11




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
    Three Months Ended
    
    
    Six Months EndedJune 30,
    
    

June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net realized and unrealized gains (losses)*
    
    $
    (199.18
    )
    
    $
    122.17
    
    
    $
    (244.97
    )
    
    $
    283.79Interest income
    
    
    0.52
    
    
    
    0.42
    
    
    
    0.79
    
    
    
    0.86Expenses **
    
    
    (0.27
    )
    
    
    (0.20
    )
    
    
    (0.51
    )
    
    
    (0.47
    )Increase (decrease) for the period
    
    
    (198.93
    )
    
    
    122.39
    
    
    
    (244.69
    )
    
    
    284.18Distribution of interest income to feeder funds
    
    
    (0.52
    )
    
    
    (0.42
    )
    
    
    (0.79
    )
    
    
    (0.86
    )Net asset value per unit, beginning of period
    
    
    2,155.48
    
    
    
    1,975.83
    
    
    
    2,201.51
    
    
    
    1,814.48Net asset value per unit, end of period
    
    $
    1,956.03
    
    
    $
    2,097.80
    
    
    $
    1,956.03
    
    
    $
    2,097.80
 
 *
    
    Includes clearing fees.**
    
    Excludes clearing fees. Three Months Ended
    
    
    Six Months EndedJune 30,
    
    

June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Ratios to average net assets:***Net investment income (loss) ****
    
    
    (0.2
    )%
    
    
    (0.1
    )%
    
    
    (0.2
    )%
    
    
    (0.1
    )%Operating expense
    
    
    0.3
    %
    
    
    0.2
    %
    
    
    0.3
    %
    
    
    0.2
    %Total return
    
    
    (9.3)
    %
    
    
    6.2
    %
    
    
    (11.2
    )%
    
    
    15.7
    %
 
 ***
    
    Annualized.****
    
    Interest income less total expenses.    3.
    Trading
    Activities:      12




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
     June 30, 2010AssetsFutures
and Exchange-Cleared Swap ContractsEnergy
    
    $
    109,404,274Total
unrealized appreciation on open futures and exchange-cleared swap contracts
    
    $
    109,404,274LiabilitiesFutures
and Exchange-Cleared Swap ContractsEnergy
    
    $
    (162,029,156
    )Total
unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    (162,029,156
    )Net
unrealized depreciation on open futures and exchange-cleared
swap contracts
    
    $
    (52,624,882
    )*
 
 *
    
    This amount is  in Net unrealized
depreciation on open futures and exchange-cleared swap
contracts on the Masters Statements of Financial Condition. AssetsOptions PurchasedEnergy
    
    $
    9,019,552Options purchased
    
    $
    9,019,552
    **
 
 **
    
    This amount is in Options purchased, at fair value on the Masters  Statements of Financial
Condition. 13




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
  December 31, 2009AssetsFutures and Exchange-Cleared Swap ContractsEnergy

$
37,079,802Total unrealized appreciation on open futures and exchange-cleared swap contracts

$
37,079,802LiabilitiesFutures and Exchange-Cleared Swap ContractsEnergy

$
(66,492,555
)Total unrealized depreciation on open futures and exchange-cleared swap contracts

$
(66,492,555
)Net unrealized depreciation on open futures contracts

$
(29,412,753
)* 
 *
    
    This amount is in Net unrealized depreciation on open
    futures and exchange-cleared swap contracts on the
    Masters Statements of Financial Condition.  AssetsOptions PurchasedEnergy

$
1,092,800Options purchased

$
1,092,800
**LiabilitiesOptions Premium ReceivedEnergy

$
(1,249,600
)Options premium received

$
(1,249,600
)*** 
 **
    
    This amount is in Options purchased, at fair value on the
    Masters Statements of Financial Condition.***
    
    This amount is in Options premium received, at fair value on
    the Masters Statements of Financial Condition.  Three Months Ended


    Three Months Ended
    
    Six Months Ended


    Six Months EndedJune 30, 2010

    June 30, 2009
    
    June 30, 2010

    June 30, 2009Sector
    
    Gain (loss) from trading

    Gain (loss) from trading
    
    Gain (loss) from trading

    Gain (loss) from tradingEnergy
    
    $
    (68,950,382
    )

    $
    31,866,755
    
    
    $
    (84,183,590
    )

    $
    72,775,273Total
    
    $
    (68,950,382
    )****

    $
    31,866,755
    ****
    
    $
    (84,183,590
    )****

    $
    72,775,273
    ****
 
 ****
    
    This amount is in Gain (loss) from
trading, net on the Masters Statements of Income and
Expenses and Changes in Partners Capital. 14




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
  4.
    Fair
    Value Measurements:  Partnerships Investments.
  Partnerships Fair Value Measurements.
     Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs6/30/2010


(Level 1)


(Level 2)


(Level 3)AssetsInvestment in Master

$
477,834,814


$



$
477,834,814


$
Total fair value

$
477,834,814


$



$
477,834,814


$
  Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs12/31/2009


(Level 1)


(Level 2)


(Level 3)AssetsInvestment in Master

$
479,820,291


$



$
479,820,291


$
Total fair value

$
479,820,291


$



$
479,820,291


$
 15




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
  Masters Investments.
  Masters Fair Value Measurements.
    Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs6/30/2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsOptions purchased
    
    $
    9,019,552
    
    
    $
    9,019,552
    
    
    $
    
    
    
    $
    Total assets
    
    
    9,019,552
    
    
    
    9,019,552
    
    
    
    
    
    
    
    LiabilitiesFutures and
Exchange-Cleared Swaps
    
    $
    52,624,882
    
    
    $
    52,624,882
    
    
    $
    
    
    
    $
    Total liabilities
    
    
    52,624,882
    
    
    
    52,624,882
    
    
    
    
    
    
    
    Total fair value
    
    $
    (43,605,330
    )
    
    $
    (43,605,330
    )
    
    $
    
    
    
    $
    Quoted Prices in


Significant Other


SignificantActive Markets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2009


(Level 1)


(Level 2)


(Level 3)AssetsOptions Purchased

$
1,092,800


$
1,092,800


$



$
Total assets

$
1,092,800


$
1,092,800


$



$
LiabilitiesFutures and Exchange-Cleared Swaps

$
29,412,753


$
29,412,753


$



$
Options premium received


1,249,600



1,249,600







Total liabilities


30,662,353



30,662,353







Total fair value

$
(29,569,553
)

$
(29,569,553
)

$



$

  16




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
  5.
    Financial
    Instrument Risks:  over-the-counter
           17




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
  6.
    Critical Accounting Policies:  Use of Estimates.
 Statement
of Cash Flows.
 Partnerships Investments.
 Partnerships and Masters Fair Value Measurements.
  18




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
June 30, 2010
    (Unaudited)
   Futures
Contracts.
 Options.
 Income Taxes.
   Subsequent Events.
 Recent
Accounting Pronouncements. i.e.,
  Net
Income (loss) per Redeemable Unit.
 19




---



##### 



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Liquidity
    and Capital Resources
        and/or
   Critical Accounting Policies
 Partnerships Investments.
 Partnerships and Masters Fair Value Measurements.
   Futures
Contracts.
 Options.
 20




---



##### 



Results
    of Operations
           21




---



##### 



22




---



##### 



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk            one-day
  Form 10-K
  June 30, 2010
    (Unaudited)
  Three Months Ended June 30, 2010% of Total


High


Low


AverageMarket Sector

Value at Risk


Capitalization


Value at Risk


Value at Risk


Value at Risk*Energy

$
82,535,778



12.16
%

$
82,978,848


$
45,323,627


$
67,357,103Total

$
82,535,778



12.16
%    23




---



##### 



Item 4.
    Controls
    and Procedures      Rules 13a-15(e) 15d-15(e)
  internal control over financial
    reporting
  
    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 GAAP 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.   24




---



##### 



PART II.
    OTHER INFORMATION Item 1. Legal Proceedings
  25




---



##### 



Item 1A.
    Risk
    Factors  Regulatory changes could restrict the Partnerships operations
 Regulatory changes could restrict the Partnerships operations.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds        (d) Maximum Number(c) Total Number



(or Approximateof Redeemable Units



Dollar Value) of(a) Total







Purchased as Part



Redeemable Units thatNumber of



(b) Average



of Publicly



May Yet BeRedeemable



Price Paid per



Announced



Purchased Under thePeriod


Units Purchased*



Redeemable Unit**



Plans or Programs



Plans or ProgramsApril 1, 2010 -
April 30, 2010



2,681.8041



$
1,615.80




N/A




N/AMay 1, 2010 -
May 31, 2010



1,335.7469



$
1,549.52




N/A




N/AJune 1, 2010 -
June 30, 2010



4,317.6753



$
1,417.32




N/A




N/ATotal



8,335.2263



$
1,502.37      Item 3.
    Defaults
    Upon Senior Securities  None  Item 4.
    [Removed and Reserved]  Item 5.
    Other
    Information  None  26




---



##### 











|                 | 
|---------------- | 
|Item 6. Exhibits



3.1
    
    (a)
    
    Certificate of Limited Partnership dated April 15, 2005 (filed as Exhibit 3.1 to the General
Form for Registration of Securities on Form 10 filed on April 30, 2007 and incorporated herein
by reference).(b)
    
    Certificate of Amendment of the Certificate of Limited Partnership dated September 21, 2005
(filed as Exhibit 3.1(a) to the General Form for Registration of Securities on Form 10 filed
on April 30, 2007 and incorporated herein by reference).(c)
    
    Certificate of Amendment of the Certificate of Limited Partnership dated September 19, 2008
(filed as Exhibit 3.1(c) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(d)
    
    Certificate of Amendment of the Certificate of Limited Partnership dated September 28, 2009
(filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 30, 2009 and incorporated herein by reference).3.1
    
    (e)
    
    Certificate of Amendment of the
Certificate of Limited Partnership dated June 30, 2010
(filed as Exhibit 3.1(e) to the Current Report on Form 8-K
filed on July 2, 2010 and incorporated herein by reference).3.2
    
    
    
    Third Amended and Restated Limited
Partnership Agreement (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 27, 2010 and incorporated herein by reference).10.1
    
    (a)
    
    Advisory Agreement among the Partnership, the General Partner and SandRidge
Capital, L.P. (filed as Exhibit 10.1 to the General Form for Registration of Securities on Form
10 filed on April 30, 2007 and incorporated herein by reference).(b)
    
    Letter from the General Partner to SandRidge Capital, L.P. extending the Advisory Agreement
through June 30, 2010 (filed as Exhibit 10.1(b) to the Annual Report on Form 10-K filed on March 31, 2010 and incorporated herein by reference).10.2
    
    (a)
    
    Customer Agreement between the Partnership, the General Partner and CGM (filed as
Exhibit 10.2 to the General Form for Registration of Securities on Form 10 filed on April 30,
2007 and incorporated herein by reference).(b)
    
    Addendum to the Customer Agreement between the Partnership, the General Partner
and CGM (filed as Exhibit 10.2(a) to the General Form for Registration of Securities on Form
10 filed on April 30, 2007 and incorporated herein by reference).10.3
    
    
    
    Amended and Restated Agency Agreement between the Partnership, the General Partner
and CGM and MSSB (filed as Exhibit 10.1 to the Current Report on
Form 8-K filed on August 3, 2010 and incorporated herein by reference).10.4
    
    
    
    Form of Subscription Agreement (filed as Exhibit 10.4 to the Quarterly Report on
Form 10-Q filed on November 16, 2009 and incorporated herein by reference).10.5
    
    
    
    Joinder Agreement among the Partnership, the General Partner, CGM and Morgan Stanley Smith Barney LLC (filed as Exhibit 10 to the Quarterly Report
on Form 10-Q filed on August 14, 2009 and incorporated herein by
reference).31.1
    
    
    
    Rule 13a-14(a)/15d-14(a)
Certification (Certification of President and Director).31.2
    
    
    
    Rule 13a-14(a)/15d-14(a)
Certification (Certification of Chief Financial Officer, Secretary and Director).32.1
    
    
    
    Section 1350
    Certification (Certification of President and Director).32.2
    
    
    
    Section 1350
    Certification (Certification of Chief Financial Officer, Secretary and Director).


27



---



##### 



SIGNATURES
    BRISTOL ENERGY FUND L.P.
 By:
    Ceres Managed Futures LLC   By:
    /s/  Walter Davis        By:
    /s/  Jennifer
    Magro   
   28