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, 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 September 30,
    2010 (unaudited) and December 31, 2009

3Statements of Income and Expenses
    and Changes in Partners Capital for the  three and nine  
    months ended September 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)September 30,
    
    
    December 31,2010
    
    
    2009Assets:Investment in Master, at fair value
    
    $
        436,277,495
    
    
    $
    479,820,291Cash
    
    
        102,235
    
    
    
    148,017Total assets
    
    $
        436,379,730
    
    
    $
    479,968,308Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage fees
    
    $
        1,363,687
    
    
    $
    1,499,901Advisory fees
    
    
        724,983
    
    
    
    797,316Administrative fees
    
    
        181,246
    
    
    
    199,329Other
    
    
        26,126
    
    
    
    78,765Redemptions payable
    
    
        7,315,858
    
    
    
    6,793,491Total liabilities
    
    
        9,611,900
    
    
    
    9,368,802Partners Capital:General
Partner, 3,346.8277 unit
equivalents outstanding at September 30, 2010 and December 31, 2009
    
    
        4,358,507
    
    
    
    5,507,975Special Limited Partner 800.7772 Redeemable Units
outstanding at September 30, 2010 and December 31, 2009
    
    
        1,042,836
    
    
    
    1,317,863Limited
Partners, 323,561.3891 and 281,803.7996 Redeemable Units
 outstanding at September 30, 2010
and December 31, 2009, respectively
    
    
        421,366,487
    
    
    
    463,773,668Total partners capital
    
    
        426,767,830
    
    
    
    470,599,506Total liabilities and partners capital
    
    $
        436,379,730
    
    
    $
    479,968,308Net asset value per unit
    
    $
        1,302.28
    
    
    $
    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
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income:Net realized gains (losses) on closed contracts allocated
from Master
    
    $
      (22,416,807
    )
    
    $
      25,011,961
    
    
    $
      (67,976,467
    )
    
    $
      (7,248,956
    )Change in net unrealized gains (losses) on
open contracts allocated from Master
    
    
      (9,112,156
    )
    
    
      (269,646
    )
    
    
      (22,393,338
    )
    
    
      85,597,002Interest income allocated from Master
    
    
      120,936
    
    
    
      94,498
    
    
    
      308,106
    
    
    
      249,015Expenses allocated from Master
    
    
      (341,889
    )
    
    
      (158,588
    )
    
    
      (987,160
    )
    
    
      (497,969
    )Total income (loss)
    
    
      (31,749,916
    )
    
    
      24,678,225
    
    
    
      (91,048,859
    )
    
    
      78,099,092Expenses:Brokerage fees
    
    
      4,128,555
    
    
    
      4,160,431
    
    
    
      13,566,407
    
    
    
      11,181,132Advisory fees
    
    
      2,194,878
    
    
    
      2,211,477
    
    
    
      7,211,773
    
    
    
      5,942,717Administrative fees
    
    
      548,720
    
    
    
      552,870
    
    
    
      1,802,944
    
    
    
      1,485,680Other
    
    
      73,143
    
    
    
      36,160
    
    
    
      217,746
    
    
    
      164,680Total expenses
    
    
      6,945,296
    
    
    
      6,960,938
    
    
    
      22,798,870
    
    
    
      18,774,209Net income
(loss) before allocation to Special Limited Partner
    
    
      (38,695,212
    )
    
    
      17,717,287
    
    
    
      (113,847,729
    )
    
    
      59,324,883Allocation to Special Limited Partner
    
    
    
    
    
    
      (3,524,558
    )
    
    
    
    
    
    
      (6,371,890
    )Net income (loss) after allocation to Special Limited Partner
    
    
      (38,695,212
    )
    
    
      14,192,729
    
    
    
      (113,847,729
    )
    
    
      52,952,993Additions  Special Partner
    
    
    
    
    
    
      3,524,558
    
    
    
    
    
    
    
      6,371,890Additions  Limited Partners
    
    
      21,467,000
    
    
    
      50,337,000
    
    
    
      114,418,000
    
    
    
      98,788,468Redemptions  Limited Partners
    
    
      (25,309,558
    )
    
    
      (4,564,652
    )
    
    
      (44,401,947
    )
    
    
      (32,650,510
    )Redemptions  Special
          Partner
      
      
      
      
      
      
      (9,994,440
      )
      
      
      
      
      
      
      (9,994,440
      )Net increase (decrease) in
          Partners Capital
    
    
      (42,537,770
    )
    
    
      53,495,195
    
    
    
      (43,831,676
    )
    
    
      115,468,401Partners Capital,
          beginning of period
    
    
    469,305,600
    
    
    
    394,112,058
    
    
    
      470,599,506
    
    
    
      332,138,852Partners Capital,
          end of period
    
    $
      426,767,830
    
    
    $
      447,607,253
    
    
    $
      426,767,830
    
    
    $
      447,607,253Net asset value per unit
          (327,708.9940 and 265,130.5854 units outstanding at September 30, 2010
          and 2009, respectively)
    
    $
      1,302.28
    
    
    $
      1,688.25
    
    
    $
      1,302.28
      
    
    $
      1,688.25Net income (loss) per
          Redeemable Unit and General Partner unit equivalents
    
    $
      (115.04
      )
    
    $
      56.55
    
    
    $
      (343.45
      )
    
    $
      221.49Weighted average
          units outstanding
    
    
      336,704.1908
    
    
    
      260,414.5657
    
    
    
      324,668.0187
    
    
    
      244,260.1567
   4




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##### 



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




---



##### 



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




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##### 



Bristol Energy Fund L.P.Notes to Financial Statements
    September 30, 2010
    (Unaudited)
   CMF SandRidge Master Fund L.P.
    Statements of Financial Condition
 (Unaudited)September 30,
    
    
    December 31,2010
    
    
    2009Assets:Equity in trading account:Cash
    
    $
    596,056,930
    
    
    $
    691,877,329Cash margin
    
    
    62,769,170
    
    
    
    22,651,198Options purchased, at fair value (cost $286,650
and $1,392,000 at September 30, 2010 and December 31, 2009, respectively)
    
    
    331,422
    
    
    
    1,092,800Total assets
    
    $
    659,157,522
    
    
    $
    715,621,327Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    63,820,034
    
    
    $
    29,412,753Options premium received, at fair value (premium
$0 and $994,000 at September 30, 2010 and December 31, 2009, respectively)
    
    
    
    
    
    
    1,249,600Accrued expenses:Professional fees
    
    
    62,532
    
    
    
    49,481Total liabilities
    
    
    63,882,566
    
    
    
    30,711,834Partners Capital:General Partner, 0.0000 unit equivalents at September 30, 2010 and December 31, 2009
    
    
    
    
    
    
    Limited Partners, 326,111.0440 and 311,109.5773
units outstanding September 30, 2010 and
December 31, 2009, respectively
    
    
    595,274,956
    
    
    
    684,909,493Total liabilities and partners capital
    
    $
    659,157,522
    
    
    $
    715,621,327Net asset value per unit
    
    $
    1,825.38
    
    
    $
    2,201.51
  7




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    September 30, 2010
    (Unaudited)
  CMF
    SandRidge Master Fund L.P.
    Condensed Schedule of Investments
    September 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
    
    
    56,262
    
    
    $
    (127,361,662
    )
    
    
    (21.40
    )%NYMEX Henry Hub Natural Gas Swap March 11 - Dec. 14
    
    
    19,836
    
    
    
    (69,140,160
    )
    
    
    (11.62
    )NYMEX Henry Hub Natural Gas March 11 - March 12
    
    
    1,987
    
    
    
    (16,158,697
    )
    
    
    (2.71
    )Total futures and exchange-cleared swap contracts purchased
    
    
    
    
    
    
    (212,660,519
    )
    
    
    (35.73
    )Futures and Exchange-Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap Apr. 11 - Apr. 11
    
    
    23,310
    
    
    
    56,217,525
    
    
    
    9.44NYMEX Henry Hub Natural Gas Swap Jan. 11 - Dec. 13
    
    
    18,760
    
    
    
    57,316,200
    
    
    
    9.63NYMEX Henry Hub Natural Gas Nov. 10 - Jan. 12
    
    
    7,843
    
    
    
    34,751,100
    
    
    
    5.84NYMEX Henry Hub Penultimate Nov. 10
    
    
    588
    
    
    
    555,660
    
    
    
    0.09Total futures and exchange-cleared swap contracts sold
    
    
    
    
    
    
    148,840,485
    
    
    
    25.00Options PurchasedPutsEnergy
    
    
    273
    
    
    
    331,422
    
    
    
    0.06Total
options purchased
    
    
    
    
    
    
    331,422
    
    
    
    0.06Total fair value
    
    
    
    
    
    $
    (63,488,612
    )
    
    
    (10.67
    )%
  8




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    September 30, 2010
    (Unaudited)
  CMF
    SandRidge Master Fund L.P.
    Condensed Schedule of Investments
    December 31, 2009
  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
    September 30, 2010
    (Unaudited)
  CMF
    SandRidge Master Fund L.P.
    Statements of Income and Expenses and Changes in Partners Capital
    (Unaudited)
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts
    
    $
      (30,452,125
    )
    
    $
      34,278,630
    
    
    $
      (93,310,838
    )
    
    $
      (7,143,421
    )Change in net unrealized gains (losses) on open contracts
    
    
      (12,482,832
      )
    
    
      (147,342
    )
    
    
      (33,807,709
    )
    
    
      114,049,982Gain (loss) from trading, net
    
    
      (42,934,957
    )
    
    
      34,131,288
    
    
    
      (127,118,547
    )
    
    
      106,906,561Interest income
    
    
      165,057
    
    
    
      133,705
    
    
    
      434,888
    
    
    
      349,268Total income (loss)
    
    
      (42,769,900
    )
    
    
      34,264,993
    
    
    
      (126,683,659
    )
    
    
      107,255,829Expenses:Clearing fees
    
    
      358,867
    
    
    
      180,104
    
    
    
      1,115,028
    
    
    
      520,581Professional fees
    
    
      105,988
    
    
    
      36,975
    
    
    
      269,830
    
    
    
      154,202Total expenses
    
    
      464,855
    
    
    
      217,079
    
    
    
      1,384,858
    
    
    
      674,783Net income (loss)
    
    
      (43,234,755
    )
    
    
      34,047,914
    
    
    
      (128,068,517
    )
    
    
      106,581,046Additions  Limited Partners
    
    
      26,467,000
    
    
    
      61,194,332
    
    
    
      191,075,500
    
    
    
      151,753,622Redemptions  Limited Partners
    
    
      (66,297,605
    )
    
    
      (26,179,748
    )
    
    
      (152,206,632
    )
    
    
      (87,025,079
    )Distribution of interest income to feeder funds
    
    
      (165,057
    )
    
    
      (133,705
    )
    
    
      (434,888
    )
    
    
      (349,268
    )Net increase (decrease) in Partners Capital
    
    
      (83,230,417
    )
    
    
      68,928,793
    
    
    
      (89,634,537
    )
    
    
      170,960,321Partners Capital, beginning of period
    
    
      678,505,373
    
    
    
      551,749,974
    
    
    
      684,909,493
    
    
    
      449,718,446Partners Capital, end of period
    
    $
      595,274,956
    
    
    $
      620,678,767
    
    
    $
      595,274,956
    
    
    $
      620,678,767Net asset value per unit
(326,111.0440 and 279,231.5441 units outstanding
at September 30, 2010 and 2009, respectively)
    
    $
      1,825.38
    
    
    $
      2,222.81
    
    
    $
      1,825.38
    
    
    $
      2,222.81Net income (loss) per unit
    
    $
      (130.16
    )
    
    $
      125.50
    
    
    $
      (374.85
    )
    
    $
      409.68Weighted average units outstanding
    
    
      341,894.4623
    
    
    
      278,434.7019
    
    
    
      341,821.0612
    
    
    
      265,282.0809
  10




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##### 



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

    $
    (106.82
    )
    
    $
    81.22
    
    
    $
    (315.28
    )
    
    $
    278.07Interest income allocated from Master

    
    0.36
    
    
    
    0.37
    
    
    
    0.93
    
    
    
    1.03Expenses and allocation to Special Limited Partner**

    
    (8.58
    )
    
    
    (25.04
    )
    
    
    (29.10
    )
    
    
    (57.61
    )Increase (decrease) for the period

    
    (115.04
    )
    
    
    56.55
    
    
    
    (343.45
    )
    
    
    221.49Net asset value per unit, beginning of period

    
    1,417.32
    
    
    
    1,631.70
    
    
    
    1,645.73
    
    
    
    1,466.76Net asset value per unit, end of period

    $
    1,302.28
    
    
    $
    1,688.25
    
    
    $
    1,302.28
    
    
    $
    1,688.25   *
    
    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
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Ratios to Average Net Assets:***Net investment income (loss) before allocation to Special Limited Partner****

    
    (6.5
    )%
    
    
    (6.6
    )%
    
    
    (6.6
    )%
    
    
    (6.6
    )%Operating expenses

    
    6.6
    %
    
    
    6.7
    %
    
    
    6.7
    %
    
    
    6.7
    %Allocation to Special Limited Partner

    
    
    %
    
    
    0.8
    %
    
    
    
    %
    
    
    1.7
    %Total expenses and allocation to Special Limited Partner

    
    6.6
    %
    
    
    7.5
    %
    
    
    6.7
    %
    
    
    8.4
    %Total return:Total return before allocation to Special Limited Partner

    
    (8.1
    )%
    
    
    4.3
    %
    
    
    (20.9
    )%
    
    
    16.8
    %Allocation to Special Limited Partner

    
    
    %
    
    
    (0.8
    )%
    
    
    
    %
    
    
    (1.7
    )%Total return after allocation to Special Limited Partner

    
    (8.1
    )%
    
    
    3.5
    %
    
    
    (20.9
    )%
    
    
    15.1
    %   ***
    
    Annualized (except for allocation to Special Limited Partner, if
applicable).****
    
    Interest income allocated from Master less total expenses.   11




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
September 30, 2010
    (Unaudited)
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    

September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net realized and unrealized gains (losses)*
    
    $
    (130.35
    )
    
    $
    125.14
    
    
    $
    (375.32
    )
    
    $
    408.93Interest income
    
    
    0.49
    
    
    
    0.49
    
    
    
    1.28
    
    
    
    1.35Expenses **
    
    
    (0.30
    )
    
    
    (0.13
    )
    
    
    (0.81
    )
    
    
    (0.60
    )Increase (decrease) for the period
    
    
    (130.16
    )
    
    
    125.50
    
    
    
    (374.85
    )
    
    
    409.68Distribution of interest income to feeder funds
    
    
    (0.49
    )
    
    
    (0.49
    )
    
    
    (1.28
    )
    
    
    (1.35
    )Net asset value per unit, beginning of period
    
    
    1,956.03
    
    
    
    2,097.80
    
    
    
    2,201.51
    
    
    
    1,814.48Net asset value per unit, end of period
    
    $
    1,825.38
    
    
    $
    2,222.81
    
    
    $
    1,825.38
    
    
    $
    2,222.81
 
 *
    
    Includes clearing fees.**
    
    Excludes clearing fees. Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    

September 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
    %
    
    
    0.1
    %
    
    
    0.3
    %
    
    
    0.2
    %Total return
    
    
    (6.7
    )%
    
    
    6.0
    %
    
    
    (17.1
    )%
    
    
    22.6
    %
 
 ***
    
    Annualized.****
    
    Interest income less total expenses.    3.
    Trading
    Activities:      12




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
September 30, 2010
    (Unaudited)
     September 30, 2010AssetsFutures
and Exchange-Cleared Swap ContractsEnergy
    
    $
    148,916,838Total
unrealized appreciation on open futures and exchange-cleared swap contracts
    
    $
    148,916,838LiabilitiesFutures
and Exchange-Cleared Swap ContractsEnergy
    
    $
    (212,736,872
    )Total
unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    (212,736,872
    )Net
unrealized depreciation on open futures and exchange-cleared
swap contracts
    
    $
    (63,820,034
    )*
 
 *
    
    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
    
    $
    331,422Options purchased
    
    $
    331,422
    **
 
 **
    
    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
September 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
    
    Nine Months Ended


    Nine Months EndedSeptember 30, 2010

    September 30, 2009
    
    September 30, 2010

    September 30, 2009Sector
    
    Gain (loss) from trading

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

    Gain (loss) from tradingEnergy
    
    $
    (42,934,957
    )

    $
    34,131,288
    
    
    $
    (127,118,547
    )

    $
    106,906,561Total
    
    $
    (42,934,957
    )****

    $
    34,131,288
    ****
    
    $
    (127,118,547
    )****

    $
    106,906,561
    ****
 
 ****
    
    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
September 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


Inputs9/30/2010


(Level 1)


(Level 2)


(Level 3)AssetsInvestment in Master

$
436,277,495


$



$
436,277,495


$
Total fair value

$
436,277,495


$



$
436,277,495


$
  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
September 30, 2010
    (Unaudited)
  Masters Investments.
  Masters Fair Value Measurements.
    Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs9/30/2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsOptions purchased
    
    $
    331,422
    
    
    $
    331,422
    
    
    $
    
    
    
    $
    Total assets
    
    
    331,422
    
    
    
    331,422
    
    
    
    
    
    
    
    LiabilitiesFutures
    
    $
    63,820,034
    
    
    $
    63,820,034
    
    
    $
    
    
    
    $
    Total liabilities
    
    
    63,820,034
    
    
    
    63,820,034
    
    
    
    
    
    
    
    Total fair value
    
    $
    (63,488,612
    )
    
    $
    (63,488,612
    )
    
    $
    
    
    
    $
    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
September 30, 2010
    (Unaudited)
  5.
    Financial
    Instrument Risks:  over-the-counter
           17




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
September 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.
   7.
    Subsequent Event:   18




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
September 30, 2010
    (Unaudited)
   Futures
Contracts.
 Options.
 Income Taxes.
   Subsequent Events.
 Recent
Accounting Pronouncements. i.e.,
  Net
Income (loss) per Redeemable Unit and General Partner Unit Equivalents.
 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
  September 30, 2010
    (Unaudited)
  Three Months Ended September 30, 2010% of Total


High


Low


AverageMarket Sector

Value at Risk


Capitalization


Value at Risk


Value at Risk


Value at Risk*Energy

$
54,348,641



9.13
%

$
85,692,107


$
52,672,710


$
62,551,337Total

$
54,348,641



9.13
%    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    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 ProgramsJuly 1, 2010 -
July 31, 2010



4,951.6333



$
1,270.72




N/A




N/AAugust 1, 2010 -
August 31, 2010



8,798.0338



$
1,330.02




N/A




N/ASeptember 1, 2010 -
September 30, 2010



5,617.7301



$
1,302.28




N/A




N/ATotal



19,367.3972



$
1,306.81      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).(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