<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001


                         Commission file number 33-94050

                                CERES FUND, L. P.
                 (Name of small business issuer in its charter)

<TABLE>
<S>                                                                                      <C>
                     TENNESSEE                                                                        62-1154702
(State or other jurisdiction of incorporation or organization)                           (I.R.S. Employer Identification No.)

</TABLE>

                        C/O RANDELL COMMODITY CORPORATION
                       775 RIDGE LAKE BOULEVARD, SUITE 110
                            MEMPHIS, TENNESSEE 38120
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

                  Registrant's telephone number (901) 766-4590


Securities registered under Section 12(b) of the Exchange Act:  NONE
Securities registered under Section 12(g) of the Exchange Act:  NONE

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

         The registrant is a limited partnership and, accordingly, has no voting
stock held by non-affiliates or otherwise.

         Incorporation by Reference: Registrant's Registration Statement
effective March 9, 1991 and the Prospectus contained therein into Part IV, Item
14 (a)(3) and Supplement No. 1 dated October 1, 1992, thereto, post effective
Amendment No. 1 dated April 26, 1991, effective April 30, 1991, post effective
Amendment No. 2 dated November 12, 1991, effective November 15, 1992, post
effective Amendment No. 3 dated March 31, 1992, effective April 7, 1992,
Supplement No. 3 dated June 30, 1992, Supplement No. 4 dated November 30, 1992,
post effective Amendment No. 4 dated April 30, 1993, effective May 19, 1993,
post effective Amendment No. 5 dated October 16, 1996, effective October 31,
1996, post effective Amendment dated August 25, 1997, effective September 2,
1997, post effective amendment dated May 30, 1998, effective June 8, 1998, post
effective amendment dated May 30, 1999, effective June 15, 1999, post effective
amendment dated December 9, 1999, post-effective amendment dated November 24,
2000, and September 28, 2001.



<PAGE>




                                     PART I

ITEM 1.

(a)      BUSINESS

         Ceres Fund, L.P. (the "Partnership") is a limited partnership organized
on September 19, 1990, pursuant to a Limited Partnership Agreement (the "Limited
Partnership Agreement") under the Uniform Limited Partnership Act of the State
of Tennessee and funded through an offering of limited partnership units (the
"Units"). The Partnership engages in speculative trading of commodity futures
contracts, forward contracts, commodity options and other interests in
commodities including, without limitation futures contracts and options on
financial instruments, physical commodities and stock indices on organized
exchanges in the U.S. and abroad.

         The initial offering to the public of 100,000 Units was closed on
November 29, 1991, and trading began December 1, 1991. Following the
commencement of trading, the Partnership continued the offering of Units,
issuing Units and fractions thereof at the Average Net Asset Value as of the
last business day of the month during which the purchaser's subscription was
received. As of December 31, 2001, a total of 62,266.1596 units had been sold of
which a total of 20,889.8541 were outstanding. The Prospectus is regularly
updated and Units continue to be offered to the public.

         The offering was registered under the Securities Act of 1933, as
amended, and members of the National Association of Securities Dealers, Inc. act
as selling agents on a best efforts basis. Effective July 1, 1995, and
continuing during the continuous offering period, the selling commission is 4%
of the issue price of each unit sold, all of which is retained by the selling
agent.

         Randell Commodity Corporation, a Tennessee corporation, is the Managing
General Partner of the Partnership (the "Managing General Partner") and RanDelta
Capital Partners, L.P. is the Financial General Partner of the Partnership.
Pursuant to a Customer Agreement (the "Customer Agreement"), Refco, Inc.
("Refco") acts as the commodity broker for the Partnership and performs various
administrative services for it. Services performed for the Partnership by Refco
or the Managing General Partner under the terms of the Customer and the Limited
Partnership Agreements, include the following:

         (1) Executing all trades on behalf of the Partnership in conjunction
with the Partnership's Advisor.

         (2) Maintaining the Partnership books and records, which limited
partners or their duly authorized representatives may inspect during normal
business hours for any proper purpose upon reasonable written notice to the
Managing General Partner.

         (3) Furnishing each limited partner with a monthly statement describing
the performance of the Partnership, which sets forth aggregate management fees,
incentive fees, brokerage commissions and other expenses incurred or accrued by
the Partnership during the month.

         (4) Forwarding annual audited financial statements (including a balance
sheet and statement of income) to each limited partner.

         (5) Providing each limited partner with tax information necessary for
the preparation of his annual federal income tax return and such other
information as the CFTC may by regulation require.

         (6) Performing secretarial and other clerical responsibilities and
furnishing office space and equipment as may be necessary for supervising the
affairs of the Partnership.

         (7) Administering the purchase, redemption and transfer of Units and
distribution of profits, if any.

<PAGE>

         The Customer Agreement under which Refco, Inc. acts as the futures
broker for the Partnership may be terminated by the Partnership or Refco upon 5
days' notice.

         Under the terms of the Customer Agreement, the Partnership pays
commodity brokerage commissions to Refco on a round-turn basis in an amount
equal to $32.50 per round-turn. A round-turn is the opening and closing of a
commodity futures position consisting of one contract. One half of the
round-turn commission is charged on the opening of a position and one half is
charged on the close. The Partnership assets earn interest from Refco on 100% of
the average daily equity maintained in cash in the Partnership's trading account
at a rate equal to 80% of the average yield on thirteen week U.S. Treasury Bills
issued during each month.

(b)      REGULATION

         Under the Commodity Exchange Act, as amended (the "Act"), commodity
exchanges and commodity futures trading are subject to regulation by the
Commodity Futures Trading Commission (the "CFTC"). The Act requires "commodity
pool operators," and "commodity trading advisors," to be registered and to
comply with various reporting and record keeping requirements. The CFTC may
suspend a commodity pool operator's or advisor's registration if it finds that
its trading practices tend to disrupt orderly market conditions or in certain
other situations. In the event that the registration of the Managing General
Partner as a commodity pool operator or as a commodity trading advisor is
terminated or suspended, the Managing General Partner would be unable to
continue to manage the business of the Partnership. Should the Managing General
Partner's registration be suspended, termination of the Partnership might
result. The act also requires Refco to be registered as a "futures commission
merchant."

         In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long or net short
position which any person may hold or control in particular commodities. The
CFTC has adopted a rule requiring all domestic commodity exchanges to submit for
approval speculative position limits for all futures contracts traded on such
exchanges. Most exchanges also limit the changes in commodity futures contract
prices that may occur during a single trading day. The Partnership will not
trade on any commodity exchanges which are not subject to regulation by any
United States government agency.

(c)      FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         The Partnership's business constitutes only one segment, speculative
trading of commodity futures contracts, for financial reporting purposes. The
Partnership does not engage in sales of goods or services. The Partnership began
trading activities December 1, 1991, at which time Partnership capital was
$1,392,168.

(d)      NARRATIVE DESCRIPTION OF BUSINESS

         (1) See Items 1(a), (b) and (c) above.

                  (i) through (xii) - Not applicable.

                           (xiii) - the Partnership has no employees.

(e)      FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
         SALES

         Not applicable because the Partnership does not engage in sales of
goods or services.

ITEM 2.  PROPERTIES

         The Partnership does not own or lease any properties. The Managing
General Partner operates out of facilities provided by its parent, Randell
Corporation.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         The Managing General Partner is not aware of any pending legal
proceedings to which the Partnership is a party or to which any of its assets
are subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         N/A - No security holders.



<PAGE>


                                     PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

         There is no trading market for the Units, and none is likely to
develop. Units are transferable only after written notice has been given to the
Managing General Partner. Units may be redeemed as of the last day of any
calendar quarter upon 10 days written notice to the Managing General Partner at
the Redemption Net Asset Value (as defined in the Limited Partnership
Agreement).

ITEM 6.  SELECTED FINANCIAL DATA

         The following is a summary of the total assets of the Partnership as of
December 31, 2001, 2000, 1999, 1998 and 1997, and the results of operations for
each of the years in the five-year period ended December 31, 2001.

         Net increase (decrease) in components of Partnership capital from
operations are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                     2001           2000            1999           1998              1997
-------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>            <C>              <C>
Realized & unrealized trading       388,529     $  (150,958)     $  155,301     $(1,711,609)     $  (514,269)
gains (losses) net of
brokerage commission and
clearing fees of  $ 326,741,
$254,561, $346,157,
$770,081, and $838,772
-------------------------------------------------------------------------------------------------------------
Income (loss) from continuing       278,123        (165,787)        114,234      (1,724,922)        (504,535)
operations
-------------------------------------------------------------------------------------------------------------
Cash dividends per Unit                  --              --              --              --            13.61
-------------------------------------------------------------------------------------------------------------
Interest Income                     134,871         236,259         247,544         332,240          294,507
-------------------------------------------------------------------------------------------------------------
Management fee                      133,693         152,088         208,611         259,437          223,279
-------------------------------------------------------------------------------------------------------------
Administrative expenses              95,000          84,000          80,000          72,000           58,403
-------------------------------------------------------------------------------------------------------------
Incentive fee                           584              --              --          14,116            3,091
-------------------------------------------------------------------------------------------------------------
Net Gain (loss) per Unit*             11.17           (6.32)           2.94          (50.01)          (19.61)
-------------------------------------------------------------------------------------------------------------
Total Assets                      3,643,696     $ 3,666,679      $5,121,209     $ 5,504,092      $ 6,647,645
-------------------------------------------------------------------------------------------------------------

</TABLE>

*        Calculated as net earnings(loss) allocated to limited partners divided
         by average units outstanding during the year.


<PAGE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

(a)      RESULTS OF OPERATIONS

         Trading results were profitable for the fiscal year ended December 31,
2001. Trading during the fiscal year resulted in an increase in net asset value
per Unit from $142.13 to $152.89, an increase of 7.57% attributable primarily to
gains in soybeans and cotton.

         Trading results were unprofitable for the fiscal year ended December
31, 2000. Trading during the fiscal year resulted in a decrease in net asset
value per Unit from $148.62 to $142.13, a decrease of 4.37% attributable
primarily to losses in soybeans and corn.

         Trading results were profitable for the fiscal year ended December 31,
1999. Trading during the fiscal year resulted in an increase in net asset value
per Unit from $146.24 to $148.62, an increase of 1.63% attributable primarily to
gains in soybeans and cotton.

(b)      LIQUIDITY.

         The Partnership does not engage in sales of goods or services. Its only
assets are its investments in its commodity futures trading account, consisting
of cash and net unrealized appreciation on open futures contracts, and interest
receivable. Because of the low margin deposits normally required in commodity
futures trading, relatively small price movements may result in substantial
losses to the Partnership. Such substantial losses could lead to a material
decrease in liquidity. To minimize this risk the Partnership follows certain
policies including:

         (1) Partnership funds will be invested only in futures contracts which
are traded in sufficient volume to permit, in the opinion of the Advisor, ease
of taking and liquidating positions.

         (2) The Partnership will diversify its positions among various
commodities. The Partnership will not initiate additional positions in a single
commodity if such additional positions would result in a net single long or
short position in such commodity requiring as margin more than 15% of the net
assets of the Partnership.

         (3) The Partnership will not establish commodity positions if such
positions would result in required margins in excess of 80% of its net asset
value for all commodities combined.

         (4) The Partnership may occasionally accept delivery of a commodity.
Unless such delivery is disposed of promptly by retendering the warehouse
receipt representing the delivery to the appropriate clearing house, the
Partnership's position in the physical commodity will be fully hedged.

         (5) The Partnership will not employ the trading technique commonly
known as "pyramiding", in which the speculator uses unrealized profits on
existing positions as margin for the purchase or sale of additional positions in
the same or related commodities.

         (6) The Partnership may from time to time employ trading strategies
such as spreads or straddles on behalf of the Partnership. The term "spread"
describes a commodity futures trading strategy involving the simultaneous buying
and selling of futures contracts on the same commodity but involving different
delivery dates or markets and in which the trader expects to earn a profit from
a widening or narrowing of the difference between the prices of the two
contracts.

         Other than the risks inherent in commodity futures trading, the
Partnership knows of no trends, demands, commitments, events or uncertainties
which will result in or which are reasonably likely to result in the
Partnership's liquidity increasing or decreasing in any material way. The
Limited Partnership Agreement requires dissolution of the Partnership under
certain circumstances as defined in the Limited Partnership Agreement including
a decrease in the net asset value of a Unit at the close of business on any
business day to less than 50% of the highest average net asset value at which
Units have been sold.


<PAGE>

         In order to limit credit risks, the Partnership does not enter into
counterparty transactions such as currency or other swaps and it limits its
trading activities to futures and options traded on U.S. commodity exchanges.

(c)      CAPITAL RESOURCES

         The Partnership does not intend to raise any additional capital through
borrowing. Due to the nature of the Partnership's business, it will make no
significant capital expenditures, and substantially all of its assets are and
will be represented by cash, United States Treasury securities and commodity
futures investments.

         The Partnership's capital consists of the capital contributions of the
partners as increased or decreased by gains or losses on commodity futures
trading and by expenses, interest income, redemptions of Units and distributions
of profits, if any. Gains or losses on commodity futures trading cannot be
predicted. Market moves in commodities are dependent upon fundamental and
technical factors which the Partnership may or may not be able to identify.
Partnership expenses consist of, among other things, commissions, management
fees and incentive fees. The level of these expenses is dependent upon the level
of trading and the ability of the Advisors to identify and take advantage of
price movements in the commodity markets, in addition to the level of net assets
maintained. Furthermore, interest income is dependent upon interest rates over
which the Partnership has no control. A forecast cannot be made as to the level
of redemptions in any given period.

(d)      INFLATION

         Inflation does have an effect on commodity prices and the volatility of
commodity markets; however, continued inflation is not expected to have a
material adverse effect on the Partnership's operations or assets. Because the
Partnership conducts business as a Partnership, and, as such does not pay
federal income taxes, neither the Taxpayer Relief Act of 1997 nor the Tax Reform
Act of 1986 had an effect on its operations or on its tax liability. However,
some expenses may be limited as to deductibility by individual partners.

(e)      CRITICAL ACCOUNTING POLICIES

         Our financial statements are prepared in accordance with accounting
policies generally accepted in the United States of America which require that
we make estimates and assumptions (see Note 1 to the Financial Statements) that
affect the amounts reported in those financial statements. We believe that there
are no estimates reported in our financial statements which would involve a
higher degree of judgment and complexity than our other significant accounting
policies. Fair Value of our open option contracts are obtained from a third
party commodity broker and are quoted on national commodity exchanges.

ITEM 7(A)  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Financial statements meeting the requirements of Regulation S-X are
indexed and included beginning on page F-1 of this report.

         The supplementary financial information specified by Item 302 of
Regulation S-K is not applicable.

ITEM 9.  CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The Partnership has no directors or executive officers. The Partnership
is managed by its Managing General Partner. Trading decisions for the
Partnership are made by the Managing General Partner.

ITEM 11. EXECUTIVE COMPENSATION

         The Partnership has no directors or officers. The Managing General
Partner and Refco perform the services described in "Item 1. Business" herein.

         For the fiscal year ended December 31, 2001; incentive fees expensed
totaled $584. Management fees expensed totaled $133,693. A total of $313,044 in
brokerage commissions were paid to Refco.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         None.

(b)      SECURITY OWNERSHIP OF MANAGEMENT

         Under the terms of the Limited Partnership Agreement, the Partnership's
affairs are managed by the Managing General Partner, and it has discretionary
authority over the Partnership's investments. As of December 31, 2001, the
General Partner's investment in the Partnership was $333,836.

(c)      CHANGES IN CONTROL

         None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)      ACCOUNTS OF AFFILIATES OF THE COMMODITY BROKER

         The officers, directors and employees and associated persons of Refco
trade in commodity futures contracts for their own accounts. In addition, Refco
is a registered futures commission merchant and executes transactions in
commodity futures contracts for its customers. Thus, it is possible that Refco
could execute transactions for the Partnership in which the other parties to the
transactions are its officers, directors, employees or customers. Such persons
might also compete with the Partnership in making purchases or sales of
contracts without knowing that the Partnership is also bidding on such
contracts.

(b)      OTHER ACTIVITIES AND ACCOUNTS OF THE GENERAL PARTNER

         The Managing General Partner trades in commodity futures contracts for
its own accounts and for the accounts of other customers. It is possible that
the Managing General Partner may engage in transactions on its own behalf or on
behalf of others having an effect on transactions involving the Partnership.

(c)      OTHER RELATIONSHIPS

         The sole shareholder of the parent of the Managing General Partner is a
partner in the law firm which is counsel to the Partnership, the Managing
General Partner and the Memphis branch of Refco.

<PAGE>


                                     PART IV

ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS

(a)(1)   FINANCIAL STATEMENTS

         See Index to Financial Statements; infra.

(a)(2)   FINANCIAL STATEMENT SCHEDULES

         Schedules are omitted for the reason that they are not required or are
not applicable or that equivalent information has been included in the financial
statements or the notes thereto.

(a)(3)   EXHIBITS

(3) ARTICLES OF INCORPORATION AND BY-LAWS

i) Limited Partnership Agreement dated as of September 19, 1990.*

ii) Certificate of Limited Partnership of the Partnership as filed with the
Shelby County Recorder of Deeds on September 19, 1990.*

(a)(3)(2) Material Contracts

i) Form of Selling Agreement among the Partnership and National Association of
Securities Dealers, Inc. member.*

ii)  Form of Customer Agreement between the Partnership and Refco, Inc.*

iii)  Form of Subscription Agreement to be executed by each purchaser of Units.*

iv) Form of Escrow of Funds Agreement among the Partnership and National Bank of
Commerce.*





* Incorporated herein by reference to the Partnership's Registration Statement
on Form S-1, Commission File No. 33-37802.


<PAGE>


                                CERES FUND, L.P.

                          INDEX TO FINANCIAL STATEMENTS

                           --------------------------

<TABLE>
<CAPTION>

                                                                                                                    Page(s)
                                                                                                                    -------
<S>                                                                                                                 <C>
Independent Auditors' Report....................................................................................     F-1

Financial Statements:

  Statements of Financial Condition as of December 31, 2001 and 2000............................................     F-2

  Statements of Operations for the years ended December 31, 2001, 2000 and 1999.................................     F-3

  Statements of Changes in Partners' Capital for the years ended December 31, 2001
          2000 and 1999 ........................................................................................     F-4

  Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999 ................................     F-5

  Summary of Net Asset Values at December 31, 2001, 2000 and 1999 ..............................................     F-6

  Notes to Financial Statements ................................................................................     F-9

  Schedule of Investments at December 31, 2001.................................................................      F-17

  Affirmation..................................................................................................      F-18

</TABLE>


<PAGE>


                          INDEPENDENT AUDITORS' REPORT



The Partners
Ceres Fund, L.P.:


We have audited the accompanying statements of financial condition of Ceres
Fund, L.P. (a Tennessee Limited Partnership) as of December 31, 2001 and 2000
and summary of net asset values as of December 31, 2001, 2000 and 1999, and the
related statements of operations, changes in partners' capital and cash flows
for each of the years in the three-year period ended December 31, 2001. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ceres Fund, L.P. (a Tennessee
Limited Partnership) as of December 31, 2001 and 2000, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule 1 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic 2001
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic 2001 financial statements taken as a whole.


KPMG LLP


March 18, 2002


                                       F-1


<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                        Statements of Financial Condition
                           December 31, 2001 and 2000

<TABLE>
<CAPTION>

  ASSETS                                                                            2001                       2000
                                                                                ------------                -----------
<S>                                                                             <C>                         <C>
Cash                                                                            $     57,298                     43,676
Equity in commodity futures trading account:
     U.S. government obligations at fair value (cost of
        $2,987,867and $3,547,207 at December 31, 2001
        and 2000, respectively)                                                    2,989,350                  3,557,990
     Cash                                                                            721,518                    105,512
     Unrealized losses on open futures contracts                                    (125,155)                   (40,675)
Interest receivable                                                                      685                        176
                                                                                ------------                -----------
        Total assets                                                            $  3,643,696                  3,666,679
                                                                                ============                ===========
                      LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
     Accrued management fees                                                    $     10,815                     11,052
     Other accrued expenses                                                           69,157                     56,807
     Redemptions payable                                                              36,143                     95,179
                                                                                ------------                -----------
        Total liabilities                                                            116,115                    163,038
                                                                                ------------                -----------
Partners' capital:
     General partners                                                                333,836                    298,153
     Limited partners                                                              3,193,745                  3,205,488
                                                                                ------------                -----------
        Total partners' capital                                                    3,527,581                  3,503,641
                                                                                ------------                -----------
                                                                                $  3,643,696                  3,666,679
                                                                                ============                ===========

</TABLE>


See accompanying notes to financial statements


                                      F-2
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                            Statements of Operations
                  Years ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>

                                                                          2001                 2000               1999
                                                                       ----------           ---------           ---------
<S>                                                                    <C>                  <C>                 <C>
Net gains (losses) on trading of commodity futures
    and options contracts:
        Realized gains (losses) on closed positions                    $  799,750             170,737             (22,015)
        Change in market valuation of open
           futures contracts                                              (84,480)            (77,995)            504,019
        Change in market valuation
           of open options contracts                                           --              10,861              19,454
                                                                       ----------           ---------           ---------
              Net gains on investments                                    715,270             103,603             501,458
Investment income - interest (note 3)                                     134,871             236,259             247,544
                                                                       ----------           ---------           ---------
Less fees and commissions:
   Brokerage commissions (note 3)                                         313,044             244,141             331,112
     Exchange, clearing fees and NFA charges                               13,697              10,420              15,045
                                                                       ----------           ---------           ---------
                                                                          326,741             254,561             346,157
                                                                       ----------           ---------           ---------
              Income from operations                                      523,400              85,301             402,845
                                                                       ----------           ---------           ---------

Management fee allocations (note 2)                                       133,693             152,088             208,611
Incentive fee allocations (note 2)                                            584                  --                  --
Professional and administrative expenses                                   95,000              84,000              80,000
Franchise and excise taxes                                                 16,000              15,000                  --
                                                                       ----------           ---------           ---------
                                                                          245,277             251,088             288,611
                                                                       ----------           ---------           ---------
           Net earnings (loss)                                         $  278,123            (165,787)            114,234
                                                                       ==========           =========           =========
           Net earnings (loss) allocated to general
              partner                                                  $   35,683              (1,465)             16,355
                                                                       ==========           =========           =========
           Net earnings (loss) allocated to limited
              partners                                                 $  242,440            (164,322)             97,879
                                                                       ==========           =========           =========
           Average net earnings (loss) per unit                        $    11.17               (6.32)               2.94
                                                                       ==========           =========           =========

</TABLE>

See accompanying notes to financial statements


                                      F-3
<PAGE>
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                   Statements of Changes in Partners' Capital
                  Years ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>

                                                                             GENERAL               LIMITED
                                                                             PARTNERS              PARTNERS               TOTAL
                                                                            ----------           -----------           -----------
<S>                                                                         <C>                  <C>                   <C>
Partners' capital at December 31, 1998                                      $  283,263             5,002,325             5,285,588
Capital contributions (228 units)                                                   --                36,742                36,742
Redemption of units (3,332 units)                                                   --              (514,260)             (514,260)
Net earnings                                                                    16,355                97,879               114,234
                                                                            ----------           -----------           -----------
Partners' capital at December 31, 1999                                         299,618             4,622,686             4,922,304
Capital contributions (482 units)                                                   --                72,115                72,115
Redemption of units (9,032 units)                                                   --            (1,324,991)           (1,324,991)
Net loss                                                                        (1,465)             (164,322)             (165,787)
                                                                            ----------           -----------           -----------
Partners' capital at December 31, 2000                                         298,153             3,205,488             3,503,641
Redemption of units (1,663 units)                                                   --              (254,183)             (254,183)
Net income                                                                      35,683               242,440               278,123
                                                                            ----------           -----------           -----------
Partners' capital at December 31, 2001                                      $  333,836             3,193,745             3,527,581
                                                                            ==========           ===========           ===========
Average net asset value per limited partnership unit at:
     December 31, 2001; 20,889.8541units outstanding                                                                   $    152.89
                                                                                                                       ===========

     December 31, 2000: 22,552.6785 units outstanding                                                                  $    142.13
                                                                                                                       ===========
     December 31, 1999; 31,103.0777 units outstanding                                                                  $    148.62
                                                                                                                       ===========

</TABLE>

See accompanying notes to financial statements.


                                      F-4
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                            Statements of Cash Flows
                  Years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>

                                                                              2001                  2000                 1999
                                                                           ----------           -----------           ---------
<S>                                                                        <C>                  <C>                   <C>
Cash flows from operating activities:
     Net earnings (loss)                                                   $  278,123              (165,787)            114,234
        Adjustments to reconcile net earnings (loss) to
           net cash provided by operating activities:
              Change of market valuation of open futures
                 contracts                                                     84,480                77,995            (504,019)
              Decrease in market valuation of open                                 --
                 option contracts                                              14,610                37,265
              (Increase) decrease in operating assets:
                 Investments in commodities futures
                    trading account, net                                      (47,366)            1,373,770             737,699
                 Interest receivable                                             (509)                  326               2,471
              Increase (decrease) in operating liabilities:
                 Accrued management fees                                         (237)               (4,914)             (1,225)
                 Other accrued expenses                                        12,350                25,033             (31,655)
                                                                           ----------           -----------           ---------
                    Net cash provided by operating activities                 326,841             1,321,033             354,770
Cash flows from financing activities:
     Net proceeds from sale of limited partnership units                           --                72,115              36,742
     Redemptions of limited partnership units                                (313,219)           (1,380,977)           (500,979)
                                                                           ----------           -----------           ---------

                    Net cash used in financing activities                    (313,219)           (1,308,862)           (464,237)
Net increase (decrease) in cash                                                13,622                12,171            (109,467)
Cash at beginning of year                                                      43,676                31,505             140,972
                                                                           ----------           -----------           ---------
Cash at end of year                                                        $   57,298                43,676              31,505
                                                                           ==========           ===========           =========

</TABLE>

See accompanying notes to financial statements.


                                      F-5
<PAGE>
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                           Summary of Net Asset Values

                                December 31, 2001

<TABLE>
<CAPTION>
                             NUMBER          NUMBER             NUMBER           NUMBER          NET ASST       TOTAL LIMITED
  SUBSCRIBER                OF UNITS        OF UNITS           OF UNITS         OF UNITS          VALUE          PARTNER NET
ADMISSION DATE             SUBSCRIBED       WITHDRAWN         DISTRIBUTED      OUTSTANDING       PER UNIT        ASSET VALUE
--------------             -----------     ------------       -----------      -----------      -----------     -------------
<S>                        <C>             <C>                 <C>              <C>             <C>             <C>
January 1, 1996            43,256.2273     (35,183.1116)       1,793.0394       9,866.1551      $   153.389      $ 1,513,360
November 1, 1996              239.4689        (275.7058)          41.3760           5.1391          153.389              788
December 1, 1996              155.2598        (182.7844)          27.5246               --               --               --
January 1, 1997               708.7734        (702.8389)               --           5.9345          153.389              910
February 1, 1997            1,555.9517        (879.4509)               --         676.5008          153.389          103,768
March 1, 1997               2,630.9876      (1,045.9950)               --       1,584.9926          153.289          242,961
April 1, 1997               3,704.4494      (1,094.5188)               --       2,609.9306          153.061          399,478
May 1, 1997                 1,381.6388        (637.4066)               --         744.2322          152.836          113,744
June 1, 1997                  988.1934        (396.1881)               --         592.0053          153.389           90,807
July 1, 1997                  826.3808        (188.8130)               --         637.5678          149.889           95,564
August 1, 1997                493.4459               --                --         493.4459          150.938           74,480
September 1, 1997             209.0262               --                --         209.0262          150.592           31,478
October 1, 1997               496.1560         (35.8050)               --         460.3510          151.042           69,532
November 1, 1997              229.6653               --                --         229.6653          151.094           34,701
December 1, 1997              327.4226        (201.4908)               --         125.9318          151.389           19,065
January 1, 1998               103.8085        (103.8085)               --               --               --               --
February 1, 1998              509.8596        (255.8443)               --         254.0153          151.189           38,404
March 1, 1998               1,177.3329        (491.2623)               --         686.0706          151.429          103,891
April 1, 1998                 717.5374        (597.4042)               --         120.1332          153.002           18,381
May 1, 1998                   422.0476        (114.0062)               --         308.0414          153.002           47,131
June 1, 1998                  669.0029        (299.6207)               --         369.3822          153.002           56,516
August 1, 1998                506.3963        (345.0840)               --         161.3123          152.711           24,634
September 1, 1998              29.1615               --                --          29.1615          153.000            4,462
October 1, 1998               217.9573               --                --         217.9573          152.995           33,346
March 1, 1999                  51.6151         (51.6151)               --               --               --               --
April 1, 1999                  66.7377         (66.7377)               --               --               --               --
May 1, 1999                    60.1015         (60.1015)               --               --               --               --
June 1, 1999                   28.6521         (28.6521)               --               --               --               --
September 1, 1999              21.3654               --                --          21.3654          152.801            3,265
March 1, 2000                 319.7433               --                --         319.7433          151.878           48,562
April 1, 2000                 161.7934               --                --         161.7934          151.534           24,517
                           -----------     ------------       -----------      -----------      -----------      -----------
                           62,266.1596     (43,238.2455)       1,861.9400      20,889.8541      $  152.8850      $ 3,193,745
                           ===========     ============       ===========      ===========      ===========      ===========
</TABLE>

See accompanying notes to financial statements.


                                       F-6
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                           Summary of Net Asset Values

                                December 31, 2000

<TABLE>
<CAPTION>
                             NUMBER             NUMBER             NUMBER         NUMBER           NET ASSET      TOTAL LIMITED
   SUBSCRIBER               OF UNITS           OF UNITS           OF UNITS       OF UNITS            VALUE          PARTNER NET
 ADMISSION DATE            SUBSCRIBED         WITHDRAWN          DISTRIBUTED    OUTSTANDING        PER UNIT        ASSET VALUE
----------------          ------------      --------------       -----------    ------------      -----------     -------------
<S>                       <C>               <C>                  <C>            <C>               <C>             <C>
January 1, 1996            43,256.2273       (34,257.4290)       1,793.0394      10,791.8377      $   142.550      $ 1,538,258
November 1, 1996              239.4689          (272.9274)          41.3760           7.9175          142.550            1,129
December 1, 1996              155.2598          (182.7844)          27.5246               --               --               --
January 1, 1997               708.7734          (634.1576)               --          74.6158          142.550           10,636
February 1, 1997            1,555.9517          (834.3509)               --         721.6008          142.457          102,797
March 1, 1997               2,630.9876          (814.4287)               --       1,816.5589          142.457          258,781
April 1, 1997               3,704.4494          (734.4429)               --       2,970.0065          142.245          422,468
May 1, 1997                 1,381.6388          (637.4066)               --         744.2322          142.035          105,707
June 1, 1997                  988.1934          (396.1881)               --         592.0053          142.550           84,390
July 1, 1997                  826.3808          (188.8130)               --         637.5678          139.296           88,810
August 1, 1997                493.4459                 --                --         493.4459          140.271           69,216
September 1, 1997             209.0262                 --                --         209.0262          139.949           29,253
October 1, 1997               496.1560           (35.8050)               --         460.3510          140.367           64,618
November 1, 1997              229.6653                 --                --         229.6653          140.415           32,249
December 1, 1997              327.4226          (201.4908)               --         125.9318          140.690           17,717
January 1, 1998               103.8085          (103.8085)               --               --               --               --
February 1, 1998              509.8596          (255.8443)               --         254.0153          140.504           35,690
March 1, 1998               1,177.3329          (491.2623)               --         686.0706          140.727           96,549
April 1, 1998                 717.5374          (573.3805)               --         144.1569          142.189           20,498
May 1, 1998                   422.0476          (114.0062)               --         308.0414          142.189           43,800
June 1, 1998                  669.0029          (299.6207)               --         369.3822          142.189           52,522
August 1, 1998                506.3963          (340.1678)               --         166.2285          141.919           23,591
September 1, 1998              29.1615                 --                --          29.1615          148.650            4,335
October 1, 1998               217.9573                 --                --         217.9573          142.183           30,990
March 1, 1999                  51.6151           (51.6151)               --               --               --               --
April 1, 1999                  66.7377           (66.7377)               --               --               --               --
May 1, 1999                    60.1015           (60.1015)               --               --               --               --
June 1, 1999                   28.6521           (28.6521)               --               --               --               --
September 1, 1999              21.3654                 --                --          21.3654          142.171            3,038
March 1, 2000                 319.7433                 --                --         319.7433          142.164           45,456
April 1, 2000                 161.7934                 --                --         161.7934          142.091           22,989
                           -----------      -------------       -----------      -----------      -----------      -----------
                           62,266.1596       (41,575.4211)       1,861.9400      22,552.6785      $   142.133      $ 3,205,488
                           ===========      =============       ===========      ===========      ===========      ===========
</TABLE>

See accompanying notes to financial statements.


                                      F-7
<PAGE>

                                CERES FUND, L.P.
                       ( A Tennessee Limited Partnership)

                           Summary of Net Asset Values

                                December 31, 1999

<TABLE>
<CAPTION>
                             NUMBER             NUMBER             NUMBER          NUMBER          NET ASSET       TOTAL LIMITED
 SUBSCRIBER                 OF UNITS           OF UNITS           OF UNITS        OF UNITS           VALUE          PARTNER NET
 ADMISSION DATE            SUBSCRIBED          WITHDRAWN        DISTRIBUTED      OUTSTANDING        PER UNIT        ASSET VALUE
-----------------         ------------       -------------      -----------      -----------      -----------      ------------
<S>                       <C>                <C>                <C>              <C>              <C>              <C>
January 1, 1996            43,256.2273       (29,128.3907)       1,793.0394      15,920.8760      $   149.029      $ 2,372,672
November 1, 1996              239.4689          (158.6871)          41.3760         122.1578          149.029           18,205
December 1, 1996              155.2598           (73.6832)          27.5246         109.1012          149.029           16,259
January 1, 1997               708.7734          (389.1942)               --         319.5792          149.029           47,627
February 1, 1997            1,555.9517          (315.7003)               --       1,240.2514          149.029          184,833
March 1, 1997               2,630.9876          (652.3322)               --       1,978.6554          148.932          294,685
April 1, 1997               3,704.4494          (500.5439)               --       3,203.9055          148.710          476,453
May 1, 1997                 1,381.6388          (519.2827)               --         862.3561          148.490          128,051
June 1, 1997                  988.1934          (113.8472)               --         874.3462          149.028          130,302
July 1, 1997                  826.3808            (6.8935)               --         819.4873          145.625          119,338
August 1, 1997                493.4459                 --                --         493.4459          146.645           72,361
September 1, 1997             209.0262                 --                --         209.0262          146.308           30,582
October 1, 1997               496.1560           (20.4600)               --         475.6960          146.746           69,806
November 1, 1997              229.6653                 --                --         229.6653          146.796           33,714
December 1, 1997              327.4226           (75.5590)               --         251.8636          147.083           37,045
January 1, 1998               103.8085                 --                --         103.8085          147.252           15,286
February 1, 1998              509.8596           (50.8031)               --         459.0565          146.889           67,430
March 1, 1998               1,177.3329           (88.4793)               --       1,088.8536          147.123          160,195
April 1, 1998                 717.5374          (154.4626)               --         563.0748          148.651           83,702
May 1, 1998                   422.0476           (47.9973)               --         374.0503          148.651           55,603
June 1, 1998                  669.0029          (230.3615)               --         438.6414          148.651           65,204
August 1, 1998                506.3963           (16.8074)               --         489.5889          148.369           72,640
September 1, 1998              29.1615                 --                --          29.1615          148.650            4,335
October 1, 1998               217.9573                 --                --         217.9573          148.645           32,398
March 1, 1999                  51.6151                 --                --          51.6151          148.640            7,672
April 1, 1999                  66.7377                 --                --          66.7377          148.636            9,920
May 1, 1999                    60.1015                 --                --          60.1015          148.628            8,933
June 1, 1999                   28.6521                 --                --          28.6521          148.644            4,259
September 1, 1999              21.3654                 --                --          21.3654          148.633            3,176
                           -----------      -------------       -----------      -----------      -----------      -----------
                           61,784.6229       (32,543.4852)       1,861.9400      31,103.0777      $  148.6247      $ 4,622,686
                           ===========      =============       ===========      ===========      ===========      ===========
</TABLE>

See accompanying notes to financial statements.


                                      F-8
<PAGE>
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements
                           December 31, 2001 and 2000


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)      ORGANIZATION

                  Ceres Fund, L.P. (the Partnership) is a Tennessee limited
                  partnership organized on September 19, 1990 to engage in the
                  speculative trading of commodities futures contracts and other
                  commodity interests. Randell Commodity Corporation (Randell)
                  and RanDelta Capital Partners, L.P. (RanDelta) are the general
                  partners. Randell serves as the managing general partner and
                  RanDelta serves as the financial general partner. Randell acts
                  as commodity trading advisor with respect to the Partnership.

                  The Partnership solicited subscriptions for a maximum of
                  100,000 units of limited partnership interest at $105 per unit
                  ($100 net of commission). During the initial offering period
                  13,471.6805 units were sold and the Partnership commenced
                  trading commodity futures contracts on December 1, 1991. The
                  Partnership sells units as of the end of each month at the
                  then average net asset value per unit plus a selling
                  commission of 4% in accordance with the terms of the Limited
                  Partnership Agreement. The Partnership can continue selling
                  units until the maximum 100,000 units offered have been sold.

                  Income and expenses of the Partnership (excluding the
                  Management Allocation and Incentive Allocation) are allocated
                  pro rata among the partners based on their respective capital
                  accounts as of the beginning of the month in which the items
                  of income and expense accrue, except that limited partners
                  have no liability for partnership obligations in excess of his
                  or her capital account, including earnings. The Management
                  Allocation and Incentive Allocation are allocated to the
                  Limited Partners only in accordance with the terms of the
                  Limited Partnership Agreement.

                  Units may not be redeemed during the first six months after
                  they are purchased. Thereafter, limited partners may redeem
                  their units at the redemption net asset value per unit as of
                  the end of any calendar quarter upon ten days written notice
                  to the managing general partner. The redemption value is based
                  on the net asset value of all units redeemed as more fully
                  described in the offering prospectus.

                  Under the terms of the partnership agreement, the Partnership
                  will terminate on the earlier of December 31, 2020, or the
                  occurrence of certain events as more fully described in the
                  Limited Partnership Agreement.

         (B)      EQUITY IN COMMODITY FUTURES TRADING ACCOUNT

                  U.S. government obligations represent investments in U.S.
                  Treasury Bills with a maturity of 90 days or less and are
                  carried at fair value and any unrealized gains and losses are
                  reflected in income. Cash represents deposits at brokers and
                  funds temporarily held in interest bearing accounts.


                                      F-9
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements
                           December 31, 2001 and 2000


         (C)      FUTURES CONTRACTS AND OPTIONS CONTRACTS

                  Futures contracts are required to be made on a commodity
                  exchange and call for the future delivery of various
                  agricultural and nonagricultural commodities, currencies or
                  financial instruments at a specified time and place. These
                  contractual obligations, depending on whether one is a buyer
                  or a seller, may be satisfied either by taking or making
                  physical delivery of an approved grade of the particular
                  commodity (or, in the case of some contracts, by cash
                  settlement) or by making an offsetting sale or purchase of an
                  equivalent commodity futures contract on the same (or a
                  linked) exchange prior to the designated date of delivery. In
                  market terminology, a trader who purchases a futures contract
                  is "long" in the futures market, and a trader who sells a
                  futures contract is "short" in the futures market. Outstanding
                  futures contracts (those that have not been closed out by an
                  offsetting purchase or sale or by delivery) are known as "open
                  trades" or "open positions."

                  Among the agricultural commodities for which there are futures
                  contracts are corn, oats, wheat, soybeans, soybean oil,
                  soybean meal, live cattle, live hogs, pork bellies, coffee,
                  sugar, cocoa and cotton. Nonagricultural commodities for which
                  there are futures contracts include copper, silver, gold,
                  platinum, lumber, currency, Treasury bonds and bills,
                  mortgage-backed securities, Eurodollar deposits, certain
                  petroleum products and stock, inflation and interest rate
                  related indices.

                  An option on a futures contract gives the purchaser of the
                  option the right (but not the obligation) to take a position
                  at a specified price (the "striking", "strike" or "exercise"
                  price) in the underlying futures contract. Options have
                  limited life spans, usually tied to the delivery or settlement
                  date of the underlying futures contract. Some options,
                  however, expire significantly in advance of such date. The
                  value of an option at any given point in time is a function of
                  market volatility and the price level of the underlying
                  futures contract.

                  Open futures contracts are valued at the settlement price on
                  the date of valuation as determined by the exchange on which
                  the contract was traded. Changes in the market value of open
                  futures contracts, entered into for speculative investing, are
                  recorded as unrealized gains or losses in the accompanying
                  statement of operations. Realized gains and losses (excluding
                  commissions and other exchange related fees) are recognized
                  when such contracts are closed.

         (D)      MARKET AND CREDIT RISKS

                  Derivative instruments involve varying degrees of market
                  risks, and changes in the level or volatility of interest
                  rates, foreign currency exchange rates or market values of the
                  underlying financial instruments or commodities underlying
                  such derivative instruments frequently result in changes in
                  the Partnership's unrealized profit (loss) on such derivative
                  instruments. The Partnership's exposure to market risk is
                  influenced by a number of factors, including the relationships
                  among the derivative instruments held by the Partnership as
                  well as the volatility and liquidity in the markets in which
                  the financial instruments are traded.


                                      F-10
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements
                           December 31, 2001 and 2000



                  The credit risks associated with exchange-traded contracts are
                  typically perceived to be less than those associated with
                  over-the-counter transactions (non-exchange-traded), because
                  exchanges typically (but not universally) provide
                  clearinghouse arrangements in which the collective credit (in
                  some cases limited in amount, in some cases not) of the
                  members of the exchange is pledged to support the financial
                  integrity of the exchange.

         (E)      INCOME TAXES

                  No provision for income taxes has been made in the
                  accompanying financial statements since, as a partnership,
                  income and losses for tax purposes are allocated to the
                  partners for inclusion in their respective tax returns.

                  At December 31, 2000, the Partnership had net operating loss
                  carryforwards for state income tax purposes and recorded a
                  valuation allowance. During 2001 the Partnership had state
                  taxable income which utilized the state net operating loss
                  carryforward.

         (F)      MANAGEMENT ESTIMATES

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

         (G)      RECLASSIFICATIONS

                  Certain prior year amounts have been reclassified to conform
                  to their 2001 presentation.

         (H)      AVERAGE NET EARNINGS (LOSS) PER UNIT

                  The average net earnings (loss) per unit as reported on the
                  statement of operations was calculated as net earnings (loss)
                  allocated to the limited partners divided by average
                  outstanding units during the year. Average outstanding units
                  were 21,711.75, 25,997.87 and 33,292.18 in 2001, 2000 and
                  1999, respectively.

         (I)      RECENT ACCOUNTING PRONOUNCEMENT

                  In September 2000, SFAS No. 140, Accounting for Transfers and
                  Servicing of Financial Assets and Extinguisments of
                  Liabilities was issued. This Statement replaces SFAS No. 125.
                  It revises the standards for accounting for securitizations
                  and other transfers of financial assets and collateral and
                  requires certain disclosures, but it carries over most of
                  Statement 125's provisions without reconsideration. The
                  Partnership's adoption of the statement had no material impact
                  on its financial position or results of operation.


                                      F-11
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements
                           December 31, 2001 and 2000



                  In July 2001, SFAS No. 141, Business Combinations and SFAS No.
                  142 Goodwill and Other Intangible Assets were issued.
                  Statement 141 required that the purchase method of accounting
                  be used for all business combinations initiated after June 30,
                  2001, as well as all purchase method business combinations
                  completed after June 30, 2001. Statement 141 also specifies
                  criteria intangible assets acquired in a purchase business
                  combination must meet to be recognized and reported apart from
                  goodwill. The adoption of these statements will have no
                  material impact on the Partnership's financial position or
                  results of operations.

                  In July 2001, SFAS No. 143, Accounting for Asset Retirement
                  Obligations was issued. This statement requires entities to
                  record the fair value of a liability for an asset retirement
                  obligation in the period which it is incurred. The standard is
                  effective for fiscal years beginning after June 15, 2002, with
                  earlier adoption permitted. The Partnership does not expect
                  this statement to have a material impact on its financial
                  position or results of operations.

                  In October 2001, SFAS No. 144, Accounting for the Impairment
                  or Disposal of Long-Lived Assets, was issued. Statement 144
                  develops an accounting model for long-lived assets that are to
                  be disposed of by sale. The Partnership will adopt Statement
                  144 effective January 1, 2002. The Partnership does not expect
                  the adoption of this statement to have a material impact on
                  its financial position or results of operations.

         (J)      FAIR VALUE OF FINANCIAL INSTRUMENTS

                  SFAS No. 107, Disclosure About Fair Value of Financial
                  Instruments, extends existing fair value disclosure practices
                  for some instruments by requiring all entities to disclose the
                  fair value of financial instruments, both assets and
                  liabilities recognized and not recognized in the statement of
                  financial condition, for which it is practicable to estimate
                  fair value. If estimating fair value is not practicable, this
                  Statement requires disclosures of descriptive information
                  pertinent to estimating the value of a financial instrument.
                  At December 31, 2001 and 2000, substantially all of the
                  Partnership's financial instruments, as defined in the
                  Statement, are carried at fair value.

(2)      MANAGEMENT AGREEMENT

         The Partnership has entered into a Management Agreement in
         consideration of and as compensation for the services to be rendered by
         the General Partners and trading advisor. The Partnership pays a
         monthly Management Allocation equal to 1/3 of 1% (4% per annum) of the
         Adjusted Net Asset Value of units at month end, plus a quarterly
         Incentive Allocation of 15% of any net new appreciation in the Adjusted
         Net Asset Value of units for the quarter. Such fees were as follows:

<TABLE>
<CAPTION>
                         2001           2000           1999
                       --------        -------        -------

<S>                    <C>             <C>            <C>
Management fees        $133,693        152,088        208,611
Incentive fees              584             --             --
</TABLE>


                                      F-12
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements
                           December 31, 2001 and 2000


(3)      CUSTOMER AGREEMENT WITH REFCO, INC.

         The Partnership entered into a customer agreement with Refco, pursuant
         to which the Partnership deposits its assets in a commodity trading
         account with Refco who executes trades on behalf of the Partnership.
         The Partnership agrees to pay such brokerage and commission charges and
         fees as Refco may establish and charge from time to time. Refco charges
         the Partnership commissions on commodity trades at the rate of $32.50
         per round-turn. Total commissions charged to the Partnership by Refco
         in 2001, 2000 and 1999 were $313,044, $244,141 and $331,112,
         respectively. The Partnership earns interest on Treasury Bills held in
         its account, on interest-bearing accounts and on 80% of the average
         daily equity maintained as cash in the Partnership's trading account at
         a rate that approximated the average yield on 13-week United States
         Treasury Bills. Total interest earned by the Partnership in 2001, 2000
         and 1999 was $134,871, $236,259 and $247,544, respectively.

(4)      RELATED PARTIES

         The sole shareholder of the parent of the managing General Partner is
         an active partner in the law firm which is the counsel to the
         Partnership, the General Partners and the Memphis branch of Refco, the
         Partnership's commodity broker.

(5)      DERIVATIVE INSTRUMENTS USED IN SPECULATIVE TRADING

         In the normal course of business, the Partnership enters into
         transactions with derivative instruments used for speculative trading.
         These derivative instruments include financial futures contracts and
         option contracts. Futures contracts provide for the delayed delivery of
         commodities, whereby the seller agrees to make delivery at a specified
         future date, at a specified price. Futures contracts and options on
         such contracts are held for trading and arbitrage purposes. The
         notional value of these contracts reflect the extent of involvement the
         Partnership has in particular types of contracts. Risk arises from
         movements in commodities' values. At December 31, 2001, the underlying
         notional value of open contract commitments were long $5,310,250 and
         short $(6,299,900).

         The Partnership trades in a variety of futures and options derivative
         instruments, and all open positions are reported at fair value. Trading
         gains, including realized and unrealized gains and losses, from
         financial futures contracts and options transactions for the year ended
         December 31, 2001 was $715,270. The average fair value of open
         commodity financial instruments, and the year-end fair value of open
         commodities are as follows:

<TABLE>
<CAPTION>
                                           AVERAGE FAIR          FAIR VALUE OF
                                          VALUE OF OPEN        OPEN POSITIONS AT
                                         POSITIONS DURING      DECEMBER 31, 2001
                                               2001
                                        -------------------    -------------------

<S>                                     <C>                    <C>
Assets (Long Positions)                 $            (6,244)   $             1,775
Liabilities (Short Positions)                       (23,587)              (126,930)
</TABLE>


                                      F-13
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements
                           December 31, 2001 and 2000


(6)      SEGMENT INFORMATION

         The Fund's principal activity is speculative trading of agricultural
         commodities futures contracts and other commodity interests. Management
         has determined that these activities constitute one reportable segment.
         The Fund trades ten different commodities: soybean, cattle, grain
         spread, corn, cotton, wheat, coffee, Deutsche Marks, S&P Futures, and
         S&P Petroleum. The accounting policies are the same as those described
         in the summary of significant accounting policies.

         The results of operations and selected financial information by
         commodity for the three years ended December 31, 2001, 2000 and 1999
         are presented below:

<TABLE>
<CAPTION>
                                                                                          GRAIN
                                                       SOYBEAN           CATTLE          SPREAD            CORN           COTTON
                                                      ---------         --------         -------         --------         -------
<S>                                                   <C>                 <C>            <C>             <C>              <C>
2001
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions, net         $ 243,783           94,444         (30,131)        (103,741)        332,457
                                                      ---------         --------         -------         --------         -------
Change in unrealized gains (losses) on
   open futures contracts                                (3,625)        (136,480)            338          (57,500)          9,075
                                                      ---------         --------         -------         --------         -------
      Net gains (losses) on trading activities        $ 240,158          (42,036)        (29,793)        (161,241)        341,532
                                                      =========         ========         =======         ========         =======
Investment income - interest
Management fees allocations
Incentive fees allocations
Professional and administrative expenses
Tennessee franchise and excise taxes

      Net earnings

SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
   futures contracts                                  $    (188)        (134,380)            338            9,075
                                                      =========         ========         =======         ========
   Other unallocated amounts

Total assets

<CAPTION>
                                                                                    DEUTSCHE         S&P
                                                        WHEAT         COFFEE         MARKS         FUTURES          TOTAL
                                                      --------        ------        --------       -------        ----------
<S>                                                   <C>             <C>           <C>            <C>            <C>
2001
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions, net          (40,612)        1,100        (5,864)        (18,427)       $  473,009
Change in unrealized gains (losses) on
   open futures contracts                               36,212            --        (2,500)         70,000           (84,480)
                                                      --------         -----        ------         -------        ----------
      Net gains (losses) on trading activities          (4,400)        1,100        (8,364)         51,573           388,529
                                                      ========         =====        ======         =======        ==========
Investment income - interest                                                                                         134,871
Management fees allocations                                                                                         (133,693)
Incentive fees allocations                                                                                              (584)
Professional and administrative expenses                                                                             (95,000)
Franchise and excise taxes                                                                                           (16,000)
                                                                                                                  ----------
      Net earnings                                                                                                $  278,123
                                                                                                                  ==========
SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
   futures contracts                                                                                              $ (125,155)
                                                      ========         =====        ======         =======        ==========
   Other unallocated amounts                                                                                       3,768,851
                                                                                                                  ---------
Total assets                                                                                                      $3,643,696
</TABLE>

                                      F-14
<PAGE>

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements
                           December 31, 2001 and 2000


<TABLE>
<CAPTION>


                                                                        GRAIN                                            DEUTSCHE
                                                 SOYBEAN       CATTLE   SPREAD    CORN      COTTON    WHEAT     COFFEE     MARKS
                                                ---------      ------   -------  -------    ------   -------     -----    ------
<S>                                             <C>            <C>      <C>      <C>        <C>      <C>        <C>      <C>
2000
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions, net   $(304,658)     60,426   (34,650) (76,253)   17,381   105,612     1,954    47,800
Change in unrealized gains (losses) on
   open futures contracts                           3,438     (40,220)       --   57,500        --   (36,213)       --     7,500
Change in unrealized gains (losses) on
   open options contracts                              --          --     7,656       --        --        --        --     3,205
                                                ---------      ------   -------  -------    ------   -------     -----    ------
      Net gains (losses) on trading activities  $(301,220)     20,206   (26,994) (18,753)   17,381    69,399     1,954    58,505
                                                =========      ======   =======  =======    ======    ======     =====    ======

Investment income - interest
Management fees allocations
Professional and administrative expenses
Franchise and excise taxes

      Net earnings


SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
   futures contracts                            $   3,438       2,100        --   57,500        --   (36,213)       --     2,500
                                                =========      ======   =======  =======    ======    ======     =====    ======
   Other unallocated amounts

Total assets

<CAPTION>
                                                     S&P
                                                   FUTURES              TOTAL
                                                -------------     ----------------
<S>                                             <C>               <C>
2000
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions, net   $      98,564     $        (83,824)
                                                -------------     ----------------
Change in unrealized gains (losses) on
   open futures contracts                             (70,000)             (77,995)
Change in unrealized gains (losses) on
   open options contracts                                  --               10,861
                                                -------------     ----------------
      Net gains (losses) on trading activities  $      28,564             (150,958)

Investment income - interest                                               236,259
Management fees allocations                                               (152,088)
Professional and administrative expenses                                   (84,000)
Franchise and excise taxes                                                 (15,000)
                                                                  ---------------
      Net earnings                                                $       (165,787)
                                                                  ================

SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
   futures contracts                            $     (70,000)    $        (40,675)
                                                =============
   Other unallocated amounts                                             3,707,354
                                                                  ---------------
Total assets                                                      $      3,666,679
                                                                  ================
</TABLE>


                                      F-15
<PAGE>




                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements
                           December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                       GRAIN                                             DEUTSCHE
                                                 SOYBEAN    CATTLE    SPREAD      CORN    COTTON     WHEAT     COFFEE     MARKS
                                                ---------   --------  -------    ------   ------    -------    -------   -------
<S>                                             <C>         <C>       <C>        <C>       <C>      <C>        <C>       <C>
1999
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions, net   $  92,443   (315,869) (16,164)   35,800    75,849   (88,553)   (31,060)  (58,000)
Change in unrealized gains (losses) on             49,120    456,680       --        --        --        --         --     2,344
   open futures contracts
Change in unrealized gains (losses) on
   open options contracts                          (4,063)        --   (7,655)       --    34,375        --         --    (3,203)

                                                ---------   --------  -------    ------    ------   -------    -------   -------
      Net gains (losses) on trading activities  $ 137,500    140,811  (23,819)   35,800   110,224   (88,553)   (31,060)  (58,859)
                                                =========    =======  =======    ======   =======   =======    =======   =======
Investment income - interest
Management fees - allocations
Professional and administrative expenses

      Net earnings

SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
   futures contracts                            $      --     42,320       --        --        --        --         --    (5,000)
Open option contracts, at market                       --         --    2,344        --        --        --         --    12,266

                                                ---------   --------  -------    ------    ------   -------    -------   -------
                                                $      --     42,320    2,344        --        --        --         --     7,266
                                                =========    =======  =======    ======   =======   =======    =======   =======
   Other unallocated amounts

Total assets


<CAPTION>
                                                         S&P                 S&P
                                                       FUTURES             PETROLEUM        TOTAL
                                                       -------             ---------    ---------------
<S>                                                    <C>                 <C>          <C>
1999
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions, net          (54,067)              (8,551)    $      (368,172)
                                                       -------               ------     ---------------
Change in unrealized gains (losses) on                  (4,125)                  --             504,019
   open futures contracts
Change in unrealized gains (losses) on
   open options contracts                                   --                   --              19,454
                                                       -------               ------     ---------------
      Net gains (losses) on trading activities         (58,192)              (8,551)            155,301
                                                       =======               ======     ===============
Investment income - interest                                                                    247,544
Management fees - allocations                                                                  (208,611)
Professional and administrative expenses                                                        (80,000)
                                                                                        ---------------
      Net earnings                                                                      $       114,234
                                                                                        ===============
SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
   futures contracts                                        --                   --     $        37,320
Open option contracts, at market                            --                   --              14,610
                                                       -------               ------     ---------------
                                                            --                   --              51,930
                                                       =======               ======     ===============
   Other unallocated amounts                                                                  5,069,279
                                                                                        --------------
Total assets                                                                            $     5,121,209
                                                                                        ===============
</TABLE>


                                      F-16
<PAGE>

                                                                      Schedule 1

                               CERES FUND, L.P.
                      (A Tennessee Limited Partnership)
                           Schedule of Investments
                              December 31, 2001


<TABLE>
<CAPTION>
                                                            PAR OR
                                                           NUMBER OF             FAIR
DESCRIPTION                                                CONTRACTS            VALUE
                                                           ---------         -----------
<S>                                                        <C>               <C>
United States Treasury Bill due March 21, 2002             3,000,000         $ 2,989,350
                                                                             ===========

Net cash balances from futures trading                                           721,518

Open contracts in futures trading accounts:
     February 2 Live Cattle                                      175               6,800
     April 2 Live Cattle                                        (100)            (82,230)
     June 2 Live Cattle                                          (75)            (58,950)
     March 2 NY Cotton                                           (20)              9,075
     May 2 Soybeans - CBT                                    (25,000)               (188)
     March 2 S Wheat                                              25              (5,025)
     July 2 S Wheat                                              (25)              5,363
                                                                             -----------
                                                                                (125,155)
                                                                             -----------
     Total investments                                                       $ 3,585,713
                                                                             ===========
</TABLE>


See accompanying independent accountant's report


                                      F-17
<PAGE>


                                   AFFIRMATION

STATE OF TENNESSEE)
                  )
CITY OF MEMPHIS   )



I, FRANK L. WATSON, JR. being duly sworn, deposes and says:

         1.       I am President of Randell Commodity Corporation, the commodity
pool operator and the managing general partner of Ceres Fund, L.P., as named in
the attached Annual Report and am duly authorized to execute this Affirmation.

         2.       To the best of my knowledge and belief, the information
contained in the attached Annual Report is accurate and complete.


/s/Frank L. Watson, Jr.
-----------------------------
Frank L. Watson, Jr., Chairman
Randell Commodity Corporation




     SWORN TO AND SUBSCRIBED before me this 1st day of April 2002.


/s/Marty Morgan
Marty Morgan
NOTARY PUBLIC


My Commission Expires:   December 29, 2004





<PAGE>




         SIGNATURES


         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Memphis, and State of Tennessee on the 1st day of April 2002

CERES FUND, L.P.

By:      RANDELL COMMODITY CORPORATION
         Managing General Partner

         /s/Frank L. Watson, Jr.
         -----------------------
By:      Frank L. Watson, Jr.
         Chairman

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Managing General Partner of the Registrant in the capacities and on the date
indicated.

RANDELL COMMODITY CORPORATION
Managing General Partner of the Registrant

         /s/Frank L. Watson, Jr.
         -----------------------
By:      Frank L. Watson, Jr., Principal
         Executive Officer & Sole Director


April 1, 2002




<PAGE>





SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

None.