<PAGE>   1
================================================================================


                       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, 1997


                         Commission file number 33-94050

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

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

                        C/O RANDELL COMMODITY CORPORATION
                            889 RIDGE LAKE BOULEVARD
                            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, and post effective Amendment dated August 25, 1997, effective September 2,
1997.


================================================================================


<PAGE>   2





                                     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 the close of the initial offering on November 29, 1991,
13,471.6805 Units had been sold. As of December 31, 1993, a total of 38,234.7916
Units had been sold of which a total of 24,122.7011 were outstanding. As of
December 31, 1994, a total of 40,552.2246 Units had been sold of which a total
of 22,679.4144 were outstanding. As of December 31, 1995, a total of 43,256.2273
Units had been sold of which a total of 20,341.7718 were outstanding. As of
December 31, 1996, a total of 20,736.5005 had been sold of which a total of
17,938.6369 were outstanding. As of December 31, 1997, a total of 57,203.0471
units had been sold of which a total of 31,797.3173 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. The selling agents received a
commission of 5% of the issue price of each Unit sold during the initial
offering period with 1% being paid to the General Partner. Effective July 1,
1995, and continuing during the continuous offering period, the selling
commission was reduced to 4%, 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 certified 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.



                                       -2-

<PAGE>   3



         (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.

         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.

         During 1993, and through June 1994, under the terms of the Customer
Agreement, the Partnership paid commodity brokerage commissions to Refco on a
round-turn basis in an amount equal to the lesser of 80% of Refco's published
rates for non-member speculative accounts or $45.50. This commission rate was
renegotiated by the General Partner and effective July 1, 1994, commissions
payable to Refco were reduced to $32.50 per round-turn. The Partnership's
current rate is $32.50. A round-turn is the opening and closing of a commodity
futures position consisting of one contract. Effective June 1, 1997, 1/2 of the
round-turn commission is charged on the opening of a position and 1/2 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.



                                       -3-

<PAGE>   4



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.

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.



                                       -4-

<PAGE>   5



                                     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, 1997, 1996, 1995, 1994, 1993, and the results of operations for
each of the years in the 5-year period ended December 31, 1997.

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


<TABLE>
<CAPTION>
                                          1997          1996         1995          1994          1993
                                      -----------    ----------   ----------   -----------    ----------

<S>                                    <C>           <C>          <C>          <C>            <C>       
Realized & unrealized trading
gains(losses) net of brokerage
commission and clearing fees of
$838,772, 565,229, $333,677,
$438,742, and $633,579, respectively   $ (514,269)   $2,844,850   $1,710,300   $(1,022,795)   $  410,036

Income (Loss) from
Operations                                619,010     3,597,285    2,156,798      (502,871)    1,150,491

Long term obligations                          --            --           --            --            --

Cash dividends per unit                        --         13.61        14.18            --            --

Interest income                           294,507       187,206      112,821        81,182       106,876

Management fee                            223,279       151,969       85,331        76,157       122,672

Administrative expenses                    58,403        82,026       44,869        39,830        57,796

Incentive fee                               3,091       384,117      108,815            --        44,542

Net Gain (Loss) per unit*                  (19.61)       115.23        77.87        (46.63)        12.10

Total Assets                           $6,647,645    $4,895,087   $3,205,072   $ 1,759,977    $3,420,825
</TABLE>



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



                                       -5-

<PAGE>   6




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

(A)   LIQUIDITY.

         The Partnership does not engage in sales of goods or services. Its only
assets are its capital 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.

         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.

(B)  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 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 



                                       -6-

<PAGE>   7

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.

(C)  RESULTS OF OPERATIONS

         Trading results were unprofitable for the fiscal year ended December
31, 1997. Trading during the fiscal year resulted in a decrease in net asset
value per Unit from $245.41 to $192.66 a decrease of 21.49% attributable
primarily to losses in grains and livestock.

         Trading results were profitable for the fiscal year ended December 31,
1996. Trading during the fiscal year resulted in an increase in net asset value
per Unit from $125 (after payment of distributions of $288,507) to $245.41 an
increase of 96.3% attributable primarily to gains in grain contracts.

         Trading results were profitable for the fiscal year ended December 31,
1995. Trading during the fiscal year resulted in a increase in net asset value
per Unit from $70.88 to $139.18 an increase of 96.4% attributable to gains in
grains and livestock.

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.


                                       -7-

<PAGE>   8



                                    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, 1997, incentive fees expensed
totaled $3,091. Management fees expensed totaled $223,279. A total of $797,000
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, 1997, the
General Partners' investment in the Partnership was $357,891.

(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.



                                       -8-

<PAGE>   9



                                     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.*

(27) Financial Data Schedule (For SEC use only).

-----------

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



                                       -9-

<PAGE>   10



                                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, 1997 and 1996.........................................F-2

  Statements of operations for the years ended December 31, 1997, 1996 and 1995..............................F-3

  Statements of Changes in Partners' Capital for the years ended December 31, 1997,
         1996 and 1995.......................................................................................F-4

  Statements of Cash Flows for the years ended December 31, 1997,
         1996 and 1995 ......................................................................................F-5

  Summary of Net Asset Values at December 31, 1997, 1996 and 1995 ...........................................F-6

  Notes to Financial Statements .............................................................................F-8

  Schedule of Investments at December 31, 1997..............................................................F-13

  Affirmation...............................................................................................F-14
</TABLE>




<PAGE>   11



                           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, 1997 and 1996
and summary of net asset values as of December 31, 1997, 1996 and 1995, 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, 1997. 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 generally accepted auditing
standards. 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, 1997 and 1996, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

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 audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



Memphis, Tennessee                                   KPMG Peat Marwick LLP
February 20, 1998




                                       F-1

<PAGE>   12



                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                        STATEMENTS OF FINANCIAL CONDITION

                           DECEMBER 31, 1997 AND 1996



<TABLE>
<CAPTION>
                                 ASSETS                        1997          1996
                                 ------                    ----------     ---------
<S>                                                        <C>              <C>    
Cash                                                       $  155,155       108,554
Equity in commodity futures trading account:
    U.S. government obligations at fair value (cost of
       $6,269,786 and $3,050,931 at December 31, 1997
       and 1996, respectively)                              6,308,524     3,077,250
    Cash                                                      141,589     1,514,594
    Unrealized gains on open futures contracts                 27,202       186,032
    Open option contracts, at market                           10,780            --
Interest receivable                                             4,395         8,657
                                                           ----------     ---------
                  TOTAL ASSETS                             $6,647,645     4,895,087
                                                           ==========     =========

                    LIABILITIES AND PARTNERS' CAPITAL
                    ---------------------------------
LIABILITIES:
    Accrued management fees                                $   20,855        10,033
    Accrued incentive fees                                      1,662        32,849
    Other accrued expenses                                     60,387        42,544
    Redemptions payable                                        80,700        32,572
                                                           ----------     ---------
                  TOTAL LIABILITIES                           163,604       117,998
                                                           ----------     ---------
PARTNERS CAPITAL:
    General partners                                          357,891       374,741
    Limited partners                                        6,126,150     4,402,348
                                                           ----------     ---------
                  TOTAL PARTNERS' CAPITAL                   6,484,041     4,777,089
                                                           ----------     ---------
                                                           $6,647,645     4,895,087
                                                           ==========     =========
</TABLE>


See accompanying notes to financial statements.


                                       F-2

<PAGE>   13



                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



<TABLE>
<CAPTION>
                                                                                1997          1996         1995
                                                                            -----------    ----------    ---------
<S>                                                                         <C>             <C>          <C>      
Net gains (losses) on trading of commodity futures and options contracts:
       Realized gains on closed positions                                   $   472,553     3,457,913    1,877,265
       Change in unrealized gains (losses) on open
           futures contracts                                                   (158,830)      (45,994)     164,872
       Change in unrealized gains (losses)
           on open options contracts                                             10,780        (1,840)       1,840
                                                                            -----------    ----------    ---------
                NET GAINS ON INVESTMENTS                                        324,503     3,410,079    2,043,977
Investment income - interest (note 3)                                           294,507       187,206      112,821
                                                                            -----------    ----------    ---------
                INCOME FROM OPERATIONS                                          619,010     3,597,285    2,156,798
                                                                            -----------    ----------    ---------
Brokerage commissions (note 3)                                                  797,000       541,907      320,062
Exchange, clearing fees and NFA charges                                          41,772        23,322       13,615
Management fee allocations (note 2)                                             223,279       151,969       85,331
Incentive fee allocations (note 2)                                                3,091       384,117      108,815
Professional and administrative expenses                                         58,403        82,026       44,869
                                                                            -----------    ----------    ---------
                                                                              1,123,545     1,183,341      572,692
                                                                            -----------    ----------    ---------
                NET EARNINGS (LOSS)                                         $  (504,535)    2,413,944    1,584,106
                                                                            ===========    ==========    =========
                NET EARNINGS (LOSS) ALLOCATED TO
                   GENERAL PARTNER                                          $   (16,850)      208,349       87,697
                                                                            ===========    ==========    =========
                NET EARNINGS (LOSS) ALLOCATED TO
                   LIMITED PARTNERS                                         $  (487,685)    2,205,595    1,496,409
                                                                            ===========    ==========    =========
                AVERAGE NET EARNINGS (LOSS) PER UNIT                        $    (19.61)       115.23        69.57
                                                                            ===========    ==========    =========
</TABLE>


See accompanying notes to financial statements.




                                       F-3

<PAGE>   14



                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



<TABLE>
<CAPTION>
                                                                                    GENERAL       LIMITED
                                                                                    PARTNERS      PARTNERS       TOTAL
                                                                                    ---------    ----------    ----------

<S>                                                                                 <C>           <C>           <C>      
Partners' capital at December 31, 1994                                              $  78,695     1,607,410     1,686,105
Capital contributions (2,704 units)                                                        --       191,647       191,647
Redemption of units (5,042 units)                                                          --      (464,238)     (464,238)
Net earnings for the year                                                              87,697     1,496,409     1,584,106
                                                                                    ---------    ----------    ----------
Partners capital at December 31, 1995                                                 166,392     2,831,228     2,997,620
Capital contributions (395 units)                                                          --        96,154        96,154
Redemption of units (2,798 units)                                                          --      (442,122)     (442,122)
Distributions                                                                              --      (288,507)     (288,507)
Net earnings for the year                                                             208,349     2,205,595     2,413,944
                                                                                    ---------    ----------    ----------
Partners capital at December 31, 1996                                                 374,741     4,402,348     4,777,089
Capital contributions (13,552 units)                                                       --     2,755,044     2,755,044
Redemption of units (1,555 units)                                                          --      (299,329)     (299,329)
Distributions (1,862 units)                                                                --      (244,228)     (244,228)
Net loss for the year                                                                 (16,850)     (487,685)     (504,535)
                                                                                    ---------    ----------    ----------
Partners capital at December 31, 1997                                               $ 357,891     6,126,150     6,484,041
                                                                                    =========    ==========    ==========

Average net asset value per limited partnership unit at:
     December 31, 1995; 20,341.7718 units outstanding                                                          $   139.18
                                                                                                               ==========
     December 31, 1996; 17,938.6369 units outstanding                                                          $   245.41
                                                                                                               ==========
     December 31, 1997; 31,797.3173 units outstanding                                                          $   192.66
                                                                                                               ==========
</TABLE>


See accompanying notes to financial statements.




                                       F-4

<PAGE>   15



                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



<TABLE>
<CAPTION>
                                                                    1997          1996          1995
                                                                -----------    ----------    ----------
<S>                                                             <C>             <C>           <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings (loss)                                         $  (504,535)    2,413,944     1,584,106
       Adjustments to reconcile net earnings (loss) to
          net cash provided by operating activities:
              Net unrealized (gains) losses on open contracts       148,050        47,834      (166,712)
              (Increase) decrease in operating assets:
                 Investments in commodities futures
                    trading account                              (1,858,269)   (1,641,232)   (1,278,932)
                 Interest receivable                                  4,262        (3,601)       (1,977)
              Increase (decrease) in operating liabilities:
                 Accrued management fees                             10,822           (44)        4,531
                 Accrued incentive fees                             (31,187)      (65,111)       97,960
                 Other accrued expenses                              17,843        27,055        (1,922)
                                                                -----------    ----------    ----------
                         TOTAL ADJUSTMENTS                       (1,708,479)   (1,635,099)   (1,347,052)
                                                                -----------    ----------    ----------
                         NET CASH (USED IN) PROVIDED BY
                            OPERATING ACTIVITIES                 (2,213,014)      778,845       237,054
                                                                -----------    ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net proceeds from sale of limited partnership units           2,755,044        96,154       191,647
    Redemptions of limited partnership units                       (251,201)     (493,476)     (431,227)
    Distributions to limited partners                              (244,228)     (288,507)           --
                                                                -----------    ----------    ----------
                         NET CASH PROVIDED BY (USED IN)
                            FINANCING ACTIVITIES                  2,259,615      (685,829)     (239,580)
                                                                -----------    ----------    ----------
Net increase (decrease) in cash                                      46,601        93,016        (2,526)
Cash at beginning of year                                           108,554        15,538        18,064
                                                                -----------    ----------    ----------
Cash at end of year                                             $   155,155       108,554        15,538
                                                                ===========    ==========    ==========
</TABLE>


See accompanying notes to financial statements.


                                       F-5

<PAGE>   16



                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                           SUMMARY OF NET ASSET VALUES

                              AT DECEMBER 31, 1997



<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           20,341.7718     (4,288.1422)     1,793.0394      17,846.6690    $192.7624         3,440,167
November 1, 1996             239.4689        (65.0721)        41.3760         215.7728     192.7624            41,593
December 1, 1996             155.2598               -         27.5246         182.7844     192.7624            35,234
January 1, 1997              708.7734               -               -         708.7734     192.7624           136,625
February 1, 1997           1,555.9517               -               -       1,555.9517     192.7623           299,929
March 1, 1997              2,630.9876               -               -       2,630.9876     192.7625           507,155
April 1, 1997              3,704.4494               -               -       3,704.4494     192.7624           714,078
May 1, 1997                1,381.6388               -               -       1,381.6388     192.7624           266,328
June 1, 1997                 988.1934               -               -         988.1934     192.7624           190,486
July 1, 1997                 826.3808               -               -         826.3808     190.5557           157,472
August 1, 1997               493.4459               -               -         493.4459     191.8761            94,680
September 1, 1997            209.0262               -               -         209.0262     191.4386            40,016
October 1, 1997              496.1560               -               -         496.1560     192.0056            95,265
November 1, 1997             229.6653               -               -         229.6653     192.0699            44,112
December 1, 1997             327.4226               -               -         327.4226     192.4436            63,010
                          -----------      ----------     -----------      -----------    ---------         ---------
                          34,288.5916     (4,353.2143)     1,861.9400      31,797.3173    $192.6625         6,126,150
                          ===========      ==========      ==========      ===========     ========         =========
</TABLE>                             


See accompanying notes to financial statements.



                                       F-6

<PAGE>   17



                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                           SUMMARY OF NET ASSET VALUES

                              AT DECEMBER 31, 1996


<TABLE>
<CAPTION>
                                                                                                          TOTAL
                                                                                                         LIMITED
                                   NUMBER           NUMBER              NUMBER           NET ASSET       PARTNER
      SUBSCRIBER                  OF UNITS         OF UNITS            OF UNITS            VALUE        NET ASSET
    ADMISSION DATE               SUBSCRIBED        WITHDRAWN          OUTSTANDING        PER UNIT         VALUE
    --------------              -----------      -----------         ------------        --------       ---------
<S>                             <C>              <C>                  <C>                <C>            <C>      
January 1, 1996                 20,341.7718      (2,797.8636)         17,543.9082        $245.38        4,304,987
November 1, 1996                   239.4689               --             239.4689         246.28           58,977
December 1, 1996                   155.2598               --             155.2598         247.23           38,384
                                -----------      -----------         ------------        -------        ---------
                                20,736.5005      (2,797.8636)         17,938.6369        $245.41        4,402,348
                                ===========      ===========         ============        =======        =========
</TABLE>


See accompanying notes to financial statements.



                                       F-7

<PAGE>   18
                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                           SUMMARY OF NET ASSET VALUES

                              AT DECEMBER 31, 1995


<TABLE>
<CAPTION>
                                                                                                                      TOTAL
                                                                                                                     LIMITED
                                   NUMBER              NUMBER                   NUMBER            NET ASSET          PARTNER
      SUBSCRIBER                  OF UNITS            OF UNITS                 OF UNITS             VALUE           NET ASSET
    ADMISSION DATE               SUBSCRIBED           WITHDRAWN              OUTSTANDING          PER UNIT            VALUE
    --------------               ----------           ---------              -----------          --------            -----
<S>                             <C>                  <C>                      <C>                  <C>                <C>    
December 1, 1991                13,471.6805          (9,382.9291)             4,088.7514           $139.71            571,255
January 1, 1992                  1,868.7042            (308.5313)             1,560.1729            138.96            216,808
February 1, 1992                 1,708.8416            (735.5574)               973.2842            140.16            136,412
March 1, 1992                    2,122.9736          (1,387.6491)               735.3245            139.44            102,537
April 1, 1992                      584.4999            (434.8956)               149.6043            140.20             20,975
May 1, 1992                        918.3502            (329.6641)               588.6861            138.94             81,792
June 1, 1992                     1,678.3638            (503.3093)             1,175.0545            139.86            164,344
July 1, 1992                     2,002.6730            (306.3825)             1,696.2905            138.98            235,755
August 1, 1992                   1,132.8673            (514.0451)               618.8222            139.33             86,223
September 1, 1992                1,820.2180            (788.3632)             1,031.8548            139.50            143,944
October 1, 1992                  1,979.2928          (1,286.1599)               693.1329            140.02             97,054
November 1, 1992                   543.6780            (392.5141)               151.1639            139.72             21,120
December 1, 1992                 1,179.6235            (466.6253)               712.9982            139.18             99,237
January 1, 1993                  2,314.5105          (1,258.8993)             1,055.6112            139.06            146,798
February 1, 1993                   466.9657             (26.7688)               440.1969            139.81             61,543
March 1, 1993                    2,393.2721          (1,049.9125)             1,343.3596            139.21            187,011
April 1, 1993                      679.3648            (258.6136)               420.7512            139.00             58,483
May 1, 1993                        243.4826             (32.4874)               210.9952            139.05             29,338
July 1, 1993                       157.6181             (69.9852)                87.6329            140.68             12,328
August 1, 1993                     328.7689            (113.4646)               215.3043            140.10             30,165
September 1, 1993                  392.3815            (371.8211)                20.5604            143.61              2,953
October 1, 1993                    246.6610                   --                246.6610            139.15             34,322
February 1, 1994                 1,550.2812                   --              1,550.2812            137.11            212,552
March 1, 1994                      693.0397            (191.8743)               501.1654            136.16             68,239
April 1, 1994                       74.1121                   --                 74.1121            135.47             10,040
January 1, 1995                  2,704.0027          (2,704.0027)                     --                --                 --
                                -----------         ------------             -----------           -------          ---------
         Total                  43,256.2273         (22,914.4555)            20,341.7718           $139.18          2,831,228
                                ===========         ============             ===========           =======          =========
</TABLE>


See accompanying notes to financial statements.




                                       F-8

<PAGE>   19





                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1997 AND 1996


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         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 continues to sell 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, and can continue selling units until
         the maximum number of 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 charge will be based on the redemption net
         asset value on 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.

         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 market value and any unrealized gains and losses are reflected in
         income. Cash represents deposits at brokers and funds temporarily held
         in interest bearing accounts.

         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



                                       F-9

<PAGE>   20





                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS



         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.

         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.

         MANAGEMENT ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles 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.

         RECLASSIFICATIONS

         Certain 1996 and 1995 amounts have been reclassified to conform to
         their 1997 presentation.

         AVERAGE NET EARNINGS (LOSS) PER UNIT

         The average net earnings (loss) per unit as reported on the statement
         of operations was calculated as earnings (loss) allocated to the
         limited partners divided by average outstanding units during the year.




                                      F-10

<PAGE>   21



                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS


(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 advisors. 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>
                                    1997             1996             1995
                                  --------          -------          -------
<S>                               <C>               <C>               <C>   
         Management fees          $223,279          151,969           85,331
         Incentive fees              3,091          384,117          108,815
</TABLE>

(3)       CUSTOMER AGREEMENT WITH REFCO, INC.

         The Partnership entered into a customer agreement with Refco, Inc.
         (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 1997, 1996 and 1995 were $797,000, $541,907 and
         $320,062, 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 1997, 1996 and 1995 was $294,507, $187,206 and $112,821,
         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)      DISTRIBUTION TO LIMITED PARTNERS

         On January 16, 1997, the General Partner declared a distribution to the
         limited partners equal to the difference between the December 31, 1996
         net asset value per unit and $210 per unit. This distribution, totaling
         $244,228 in cash (approximately $13.61 per unit) and 1,861.94 in units,
         resulted in each unit holder having a net asset value of $210 per unit
         on January 1, 1997.

         On January 15, 1996, the General Partner declared a distribution to the
         limited partners equal to the difference between the December 31, 1995
         net asset value per unit and $125 per unit. This distribution, totaling
         $288,507 (approximately $14.18 per unit) resulted in each unit holder
         having a net asset value of $125 per unit on January 1, 1996.




                                      F-11

<PAGE>   22



                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS


(6)      OFF-BALANCE-SHEET RISK

                  In the normal course of business, the Partnership enters into
         transactions in financial instruments with off-balance-sheet risk.
         These financial instruments include financial futures contracts and
         option contracts. Futures contracts provide for the delayed delivery of
         commodities, which 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, 1997, the underlying
         notional value of open contract commitments were long $14,147,983 and
         short $(8,270,190).

                  The Partnership trades in a variety of futures and options
         financial instruments, and all open positions are reported at fair
         value. Trading revenue, including realized and unrealized gains and
         losses, from financial futures contracts and options transactions for
         the year ended December 31, 1997 was $324,503. The average market value
         of open commodity financial instruments, and the year-end market value
         of open commodities are as follows:

<TABLE>
<CAPTION>
                                                          AVERAGE MARKET          MARKET VALUE
                                                           VALUE OF OPEN       OF OPEN POSITIONS AT
                                                      POSITIONS DURING 1997     DECEMBER 31, 1997
                                                      ---------------------     -----------------

                  <S>                                 <C>                       <C>      
                  Assets (Long Positions)                    $(203)                 (266,834)
                  Liabilities (Short Positions)           (284,382)                  304,816
</TABLE>

(7)      FAIR VALUE OF FINANCIAL INSTRUMENTS

                  Statement of Financial Accounting Standards 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, 1997,
         substantially all of the Partnership's financial instruments, as
         defined in the Statement, are carried at fair value.



                                      F-12

<PAGE>   23



                                                                      Schedule 1

                                CERES FUND, L.P.
                        (A TENNESSEE LIMITED PARTNERSHIP)

                             SCHEDULE OF INVESTMENTS

                                DECEMBER 31, 1997



<TABLE>
<CAPTION>
                                                                                     PAR OR
                                                                                    NUMBER OF               FAIR
                     DESCRIPTION                                                    CONTRACTS               VALUE
                     -----------                                                    ---------               -----

<S>                                                                               <C>                  <C>       
United States Treasury Bill due January 29, 1998                                    3,700,000            $3,685,482
United States Treasury Bill due February 12, 1998                                     400,000               397,563
United States Treasury Bill due March 19, 1998                                      2,250,000             2,225,479
                                                                                                         ----------
                                                                                                          6,308,524
                                                                                                         ----------
Net cash balances from futures trading                                                                      141,589 
                                                                                                         ----------
Open options contracts in futures trading accounts:
    February 8 Live Cattle                                                                                   (6,000)
    April 8 Live Cattle                                                                                      (1,220)
    June 8 Live Cattle                                                                                      (24,600)
    March 8 Feeders                                                                                         (25,500)
    April 8 Feeders                                                                                          (8,625)
    May 8 Feeders                                                                                            (4,500)
    March 8 NY Cotton                                                                                           296
    March 8 US Treasury Bond Future                                                                           1,406
    March 8 NY Coffee                                                                                        (7,969)
    March 8 Dollar Index                                                                                        600
    March 8 Corn                                                                                            156,000
    December 8 Corn                                                                                         (86,000)
    March 8 Soybeans                                                                                          2,250
    March 8 Soybean Meal                                                                                      3,600
    March 8 Soybean Oil                                                                                       2,640
    May 8 Soybean Oil                                                                                        25,824
    May 8 Wheat                                                                                              87,500
    July 8 Wheat                                                                                            (88,500)
    March 8 Corn Option                                                                                      17,500
    March 8 Soybean Option                                                                                    7,200
    March 8 Soybean Option                                                                                   (3,120)
    March 8 Soybean Option                                                                                  (10,800)
                                                                                                         ----------
                                                                                                             37,982
                                                                                                         ----------
    Total equity in futures trading accounts                                                                179,571
                                                                                                         ----------
    Total investments                                                                                    $6,488,095
                                                                                                         ==========
</TABLE>











                                      F-13

<PAGE>   24



                                   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.



Frank L. Watson, Jr., President
Randell Commodity Corporation




         SWORN TO AND SUBSCRIBED before me this 25th day of March, 1998.



                                                   Marty Morgan
                                                  NOTARY PUBLIC


Commission Expires:   January 31, 2001









                                      F-14

<PAGE>   25




                                   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 25th day of March 1998.

CERES FUND, L.P.

By:                                               RANDELL COMMODITY CORPORATION
    -------------------------------
    Managing General Partner

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


By: Frank L. Watson, Jr., Principal
    -------------------------------
    March 25, 1998
    Executive Officer & Sole Director








<PAGE>   26





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.