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 March 31, 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
    55 East 59th Street, 10th Floor
    New York, New York 10022
  (Address of
    principal executive offices) (Zip Code)
  (212) 559-2011
  (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




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##### 



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

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

3Statements of Income and Expenses
    and Changes in Partners Capital for the three  
    months ended March 31, 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)
 March 31,
    
    
    December 31,2010
    
    
    2009Assets:Investment in Master, at fair value
    
    $
    499,316,230
    
    
    $
    479,820,291Cash
    
    
    194,112
    
    
    
    148,017Total assets
    
    $
    499,510,342
    
    
    $
    479,968,308Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage fees
    
    $
    1,560,970
    
    
    $
    1,499,901Advisory fees
    
    
    829,719
    
    
    
    797,316Administrative fees
    
    
    207,430
    
    
    
    199,329Other
    
    
    117,848
    
    
    
    78,765Redemptions payable
    
    
    2,209,543
    
    
    
    6,793,491Total liabilities
    
    
    4,925,510
    
    
    
    9,368,802Partners Capital:General
Partner, 3,346.8277 Unit equivalents outstanding at March 31, 2010 and December 31, 2009
    
    
    5,309,006
    
    
    
    5,507,975Special Limited Partner, 800.7772 Redeemable Units outstanding at March 31, 2010 and December 31, 2009
    
    
    1,270,257
    
    
    
    1,317,863Limited Partners, 307,641.5560 and 281,803.7996 Redeemable Units
of Limited Partnership Interest outstanding at March 31, 2010
and December 31, 2009, respectively
    
    
    488,005,569
    
    
    
    463,773,668Total partners capital
    
    
    494,584,832
    
    
    
    470,599,506Total liabilities and partners capital
    
    $
    499,510,342
    
    
    $
    479,968,308Net Asset Value per Unit
    
    $
    1,586.28
    
    
    $
    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 EndedMarch 31,2010
    
    
    2009Income:Net realized gains (losses) on closed contracts allocated from Master
    
    $
    32,459,895
    
    
    $
    (83,054,138
    )Change in net unrealized (losses) gains on
open contracts allocated from Master
    
    
    (42,912,368
    )
    
    
    113,401,826Interest income allocated from Master
    
    
    60,160
    
    
    
    77,243Expenses allocated from Master
    
    
    (241,553
    )
    
    
    (182,207
    )Total income (loss)
    
    
    (10,633,866
    )
    
    
    30,242,724Expenses:Brokerage fees
    
    
    4,672,705
    
    
    
    3,366,451Advisory fees
    
    
    2,483,794
    
    
    
    1,789,130Administrative fees
    
    
    620,949
    
    
    
    447,283Other
    
    
    71,525
    
    
    
    64,609Total expenses
    
    
    7,848,973
    
    
    
    5,667,473Net income (loss)
    
    
    (18,482,839
    )
    
    
    24,575,251Additions  Limited Partners
    
    
    49,038,000
    
    
    
    18,594,000Redemptions  Limited Partners
    
    
    (6,569,835
    )
    
    
    (11,610,679
    )Net increase (decrease) in Partners Capital
    
    
    23,985,326
    
    
    
    31,558,572Partners Capital, beginning of period
    
    
    470,599,506
    
    
    
    332,138,852Partners Capital, end of period
    
    $
    494,584,832
    
    
    $
    363,697,424Net Asset Value per Unit
(311,789.1609 and 231,299.0464 Units outstanding
at March 31, 2010 and 2009, respectively)
    
    $
    1,586.28
    
    
    $
    1,572.41Net income (loss) per Redeemable Unit of Limited Partnership
Interest and General Partner Unit equivalent
    
    $
    (59.45
    )
    
    $
    105.65Weighted average units outstanding
    
    
    306,145.8116
    
    
    
    232,463.1768
   4




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##### 



Bristol Energy Fund L.P.Notes to Financial Statements
    March 31, 2010
    (Unaudited)
  1.
    General:             5




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
March 31, 2010
    (Unaudited)
  Form 10-K
          6




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##### 



Bristol Energy Fund L.P.Notes to Financial Statements
    March 31, 2010
    (Unaudited)
   CMF SandRidge Master Fund L.P.
    Statements of Financial Condition
    (Unaudited)
 March 31,
    
    
    December 31,2010
    
    
    2009Assets:Equity in trading account:Cash
    
    $
    757,751,919
    
    
    $
    691,877,329Cash margin
    
    
    54,903,275
    
    
    
    22,651,198Options owned, at fair value (cost $164,160
and $1,392,000 at March 31, 2010 and December 31, 2009, respectively)
    
    
    2,736
    
    
    
    1,092,800Total assets
    
    $
    812,657,930
    
    
    $
    715,621,327Liabilities and Partners Capital:Liabilities:Net
unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    91,205,033
    
    
    $
    29,412,753Options written, at fair value (premium $315,400 and $994,000 at March 31, 2010 and December 31, 2009, respectively)
    
    
    1,126,092
    
    
    
    1,249,600Accrued expenses:Professional fees
    
    
    26,492
    
    
    
    49,481Total liabilities
    
    
    92,357,617
    
    
    
    30,711,834Partners Capital:General Partner, 0.0000 Unit equivalents at March 31, 2010 and December 31, 2009
    
    
    
    
    
    
    Limited Partners, 334,171.2724 and 311,109.5773 Redeemable
Units of Limited Partnership Interest outstanding March 31, 2010 and
December 31, 2009, respectively
    
    
    720,300,313
    
    
    
    684,909,493Total liabilties and partners capital
    
    $
    812,657,930
    
    
    $
    715,621,327Net Asset Value per Redeemable Unit
    
    $
    2,155.48
    
    
    $
    2,201.51
  7




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    March 31, 2010
    (Unaudited)
  CMF
    SandRidge Master Fund L.P.
    Condensed Schedule of Investments
    March 31, 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
    
    
    86,974
    
    
    $
    (168,570,697
    )
    
    
    (23.40
    )%NYMEX Henry Hub Natural Gas Aug. 10 - Dec. 15
    
    
    17,240
    
    
    
    (43,495,050
    )
    
    
    (6.04
    )NYMEX  Henry Hub Natural Gas Aug. 10 - Oct. 11
    
    
    11,413
    
    
    
    (129,463,517
    )
    
    
    (17.97
    )Total
futures and exchange-cleared swap contracts purchased
    
    
    
    
    
    
    (341,529,264
    )
    
    
    (47.41
    )Futures
and Exchange-Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap May 10 - Apr. 11
    
    
    53,275
    
    
    
    113,588,220
    
    
    
    15.77NYMEX Henry Hub Natural Gas Swap May 10 - Dec. 13
    
    
    14,188
    
    
    
    41,857,980
    
    
    
    5.81NYMEX Henry
Hub Natural Gas May 10 - July. 10
    
    
    8,977
    
    
    
    94,878,031
    
    
    
    13.17Total
futures and exchange-cleared swap contracts sold
    
    
    
    
    
    
    250,324,231
    
    
    
    34.75Options
OwnedCallsEnergy
    
    
    152
    
    
    
    2,736
    
    
    
    0.00
    *Total Options Owned
    
    
    
    
    
    
    2,736
    
    
    
    0.00
    *Options
WrittenPutsEnergy
    
    
    76
    
    
    
    (1,126,092
    )
    
    
    (0.16
    )Total Options Written
    
    
    
    
    
    
    (1,126,092
    )
    
    
    (0.16
    )Total fair value
    
    
    
    
    
    $
    (92,328,389
    )
    
    
    (12.82
    )%
 
 *
    
    Due to rounding  8




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    March 31, 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 OwnedPutsEnergy


240



1,092,800



0.16Total options owned






1,092,800



0.16Options WrittenCallsEnergy


240



(1,249,600
)


(0.18
)Total options written






(1,249,600
)


(0.18
)Total fair value





$
(29,569,553
)


(4.32
)%   9




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    March 31, 2010
    (Unaudited)
  CMF
    SandRidge Master Fund L.P.
    Statements of Income and Expenses and Changes in Partners Capital
    (Unaudited)
  Three Months EndedMarch 31,2010
    
    
    2009Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts
    
    $
    46,976,388
    
    
    $
    (111,165,055
    )Change in net unrealized gains (losses) on open contracts
    
    
    (62,209,596
    )
    
    
    152,073,573Gain (loss) from trading, net
    
    
    (15,233,208
    )
    
    
    40,908,518Interest income
    
    
    88,451
    
    
    
    106,331Total income (loss)
    
    
    (15,144,757
    )
    
    
    41,014,849Expenses:Clearing fees
    
    
    275,541
    
    
    
    175,162Professional fees
    
    
    74,154
    
    
    
    67,510Total expenses
    
    
    349,695
    
    
    
    242,672Net income (loss)
    
    
    (15,494,452
    )
    
    
    40,772,177Additions  Limited Partners
    
    
    99,038,000
    
    
    
    50,594,000Redemptions  Limited Partners
    
    
    (48,064,277
    )
    
    
    (32,687,327
    )Distribution of interest income to feeder funds
    
    
    (88,451
    )
    
    
    (106,331
    )Net increase
(decrease) in Partners Capital
    
    
    35,390,820
    
    
    
    58,572,519Partners Capital, beginning of period
    
    
    684,909,493
    
    
    
    449,718,446Partners Capital, end of period
    
    $
    720,300,313
    
    
    $
    508,290,965Net Asset Value per Redeemable Unit
(334,171.2724 and 257,254.5568 Redeemable Units outstanding
at March 31, 2010 and 2009, respectively)
    
    $
    2,155.48
    
    
    $
    1,975.83Net income (loss) per Redeemable Unit of Limited Partnership
Interest
    
    $
    (45.76
    )
    
    $
    161.79Weighted average units outstanding
    
    
    336,275.2299
    
    
    
    253,298.7941
  10




---



##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
    March 31, 2010
    (Unaudited)
  2.
    Financial
    Highlights:    Three Months EndedMarch 31,2010
    
    
    2009Net realized and unrealized gains (losses)*

    $
    (49.10
    )
    
    $
    115.43Interest income allocated from Master

    
    0.19
    
    
    
    0.34Expenses and allocation to Special Limited Partner**

    
    (10.54
    )
    
    
    (10.12
    )Increase (decrease) for the period

    
    (59.45
    )
    
    
    105.65Net Asset Value per Redeemable Unit, beginning of period

    
    1,645.73
    
    
    
    1,466.76Net Asset Value per Redeemable Unit, end of period

    $
    1,586.28
    
    
    $
    1,572.41   *
    
    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 EndedMarch 31,2010
    
    
    2009Ratio to average net assets:***Net investment income (loss) before allocation to Special
    Limited Partner****

    
    (6.7
    )%
    
    
    (6.7
    )%Operating expenses

    
    6.7
    %
    
    
    6.8
    %Allocation to Special Limited Partner

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

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

    
    (3.6
    )%
    
    
    7.2
    %Allocation to Special Limited Partner

    
    
    %
    
    
    
    %Total return after allocation to Special Limited Partner

    
    (3.6
    )%
    
    
    7.2
    %   ***
    
    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
March 31, 2010
    (Unaudited)
    Three Months EndedMarch 31,2010
    
    
    2009Net realized and unrealized gains (losses)*

    $
    (45.79
    )
    
    $
    161.62Interest income

    
    0.27
    
    
    
    0.44Expenses **

    
    (0.24
    )
    
    
    (0.27
    )Increase (decrease) for the period

    
    (45.76
    )
    
    
    161.79Distribution of interest income to feeder funds

    
    (0.27
    )
    
    
    (0.44
    )Net Asset Value per Redeemable Unit, beginning of period

    
    2,201.51
    
    
    
    1,814.48Net Asset Value per  Redeemable Unit, end of period

    $
    2,155.48
    
    
    $
    1,975.83   *
    
    Includes clearing fees.**
    
    Excludes clearing fees. Three Months EndedMarch 31,2010
    
    
    2009Ratios to average net assets:***Net investment income (loss) ****

    
    (0.2
    )%
    
    
    (0.1
    )%Operating expense

    
    0.2
    %
    
    
    0.2
    %Total return

    
    (2.1
    )%
    
    
    8.9
    %   ***
    
    Annualized.****
    
    Interest income less total expenses.    3.
    Trading
    Activities:      12




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
March 31, 2010
    (Unaudited)
     March 31, 2010AssetsFutures
and Exchange-Cleared Swap ContractsEnergy
    
    $
    254,361,055Total
unrealized appreciation on open futures and exchange-cleared swap contracts
    
    $
    254,361,055LiabilitiesFutures
and Exchange-Cleared Swap ContractsEnergy
    
    $
    (345,566,088
    )Total
unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    (345,566,088
    )Net
unrealized depreciation on open futures and exchange-cleared
swap contracts
    
    $
    (91,205,033
    )*
 
 *
    
    This amount is  in Net unrealized
depreciation on open futures and exchange-cleared swap
contracts on the Masters Statements of Financial Condition. AssetsOptions OwnedEnergy
    
    $
    2,736Options owned
    
    $
    2,736
    **LiabilitiesOptions WrittenEnergy
    
    $
    (1,126,092
    )Options written
    
    $
    (1,126,092
    )***
 
 **
    
    This amount is in Options owned, at fair value on the Masters  Statements of Financial
Condition.***
    
    This amount is in Options written, at fair
value on the  Masters Statements of Financial
Condition. 13




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
March 31, 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 OwnedEnergy

$
1,092,800Options owned

$
1,092,800
**LiabilitiesOptions WrittenEnergy

$
(1,249,600
)Options written

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


    Three Months EndedMarch 31, 2010

    March 31, 2009Sector
    
    Gain (loss) from trading

    Gain (loss) from tradingEnergy
    
    $
    (15,233,208
    )

    $
    40,908,518Total
    
    $
    (15,233,208
    )****

    $
    40,908,518
    ****
 
 ****
    
    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
March 31, 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


Inputs3/31/2010


(Level 1)


(Level 2)


(Level 3)AssetsInvestment in Master

$
499,316,230


$



$
499,316,230


$
Total fair value

$
499,316,230


$



$
499,316,230


$
  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
March 31, 2010
    (Unaudited)
  Masters Investments.
  Masters Fair Value Measurements.
    Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    Inputs3/31/2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsOptions owned
    
    $
    2,736
    
    
    $
    2,736
    
    
    $
    
    
    
    $
    Total assets
    
    
    2,736
    
    
    
    2,736
    
    
    
    
    
    
    
    LiabilitiesFutures and Exchange-Cleared Swaps
    
    $
    91,205,033
    
    
    $
    91,205,033
    
    
    $
    
    
    
    $
    Options written
    
    
    1,126,092
    
    
    
    1,126,092
    
    
    
    
    
    
    
    Total liabilities
    
    
    92,331,125
    
    
    
    92,331,125
    
    
    
    
    
    
    
    Total fair value
    
    $
    (92,328,389
    )
    
    $
    (92,328,389
    )
    
    $
    
    
    
    $
    Quoted Prices in


Significant Other


SignificantActive Markets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2009


(Level 1)


(Level 2)


(Level 3)AssetsOptions owned

$
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 written


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
March 31, 2010
    (Unaudited)
  5.
    Financial
    Instrument Risks:  over-the-counter
           17




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
March 31, 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




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##### 



Bristol Energy Fund L.P.
    Notes to Financial Statements
March 31, 2010
    (Unaudited)
   Futures
Contracts.
 Options.
 Income Taxes.
   Subsequent Events.
 Recent
Accounting Pronouncements. i.e.
  Net
Income (loss) per Redeemable Unit.
 19




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##### 



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




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##### 



Results
    of Operations
        21




---



##### 



22




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##### 



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk            one-day
  Form 10-K
  March 31, 2010
    (Unaudited)
  Three Months Ended March 31, 2010% of Total


High


Low


AverageMarket Sector

Value at Risk


Capitalization


Value at Risk


Value at Risk


Value at Risk*Energy

$
48,891,388



6.79
%

$
48,891,388


$
19,153,412


$
33,329,382Total

$
48,891,388



6.79
%    23




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##### 



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




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##### 



PART II.
    OTHER INFORMATION Item 1. Legal Proceedings
  Credit Crisis Related Matters
   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 ProgramsJanuary 1, 2010 -
    January 31, 2010



1,140.7500



$
1,650.13




N/A




N/AFebruary 1, 2010 -
    February 28, 2010



1,526.9702



$
1,622.76




N/A




N/AMarch 1, 2010 -
        March 31, 2010



1,392.9083



$
1,586.28




N/A




N/ATotal



4,060.6285



$
1,617.94      Item 3.
    Defaults
    Upon Senior Securities  None  Item 4.
    [Removed and Reserved]  Item 5.
    Other
    Information  None  26




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##### 











|                 | 
|---------------- | 
|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 for the quarterly period ended September 30, 2009
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).3.2
    
    
    
    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 for the year ended December 31, 2009
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 (filed as Exhibit 10.3 to the General Form for Registration of Securities on Form 10
filed on April 30, 2007 and incorporated herein by reference).10.4
    
    
    
    Form of Subscription Agreement (filed as Exhibit 10.4 to the Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009 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 for the quarterly period ended June 30, 2009 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 and Director).32.1
    
    
    
    Section 1350
    Certification (Certification of President and Director).32.2
    
    
    
    Section 1350
    Certification (Certification of Chief Financial Officer and Director).


27



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##### 



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