FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number: 033-37802

CERES FUND, L.P.
-------------------------------------

(State of incorporation) - Tennessee
(I.R.S. Employer Identification No.) - 62-1444129

775 Ridge Lake Blvd., Suite 110, Memphis, Tennessee 38120
(901)577-2229
-----------------------------------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 ( )

CERES FUND, L.P.

CONTENTS

PAGE
PART I. Financial Information

ITEM 1 Financial Statements (unaudited)

Statements of Financial Condition
September 30, 2001, and December 31, 2000.................. 4

Statements of Operations
Three and Nine Months Ended September 30, 2001 and 2000... 5

Statements of Cash Flows
Nine Months Ended September 30, 2001 and 2000............. 6

Notes to Financial Statements............................. 7

ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............ 10

ITEM 3. Quantitative and Qualitative Disclosures About Market
Risk..................................................... 10

PART II. Other Information ........................................ 11

FORWARD-LOOKING STATEMENTS

Statements contained in this Report, which are not historical in nature,
are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include
statements in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" regarding liquidity and capital resources. Such
forward-looking statements involve certain risks and uncertainties that could
cause actual results to differ materially from anticipated results. These risks
and uncertainties include regulatory constraints, competition from other
companies, changes in the Partnership's operation or expansion strategy, the
general economy of the United States and the specific markets in which the
Partnership operates and other factors as may be identified from time to time in
the Partnership's filings with the Securities and Exchange Commission or in the
Partnership's press releases.

CERES FUND, L.P.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim consolidated financial statements have been prepared in
accordance with the accounting policies in effect as of December 31, 2000, as
set forth in the annual financial statements of Ceres Fund, L.P. as of such
date. In the opinion of management, all adjustments necessary for a fair
presentation of the financial statements have been included and all such
adjustments were of a normal recurring nature. The results of operations for the
nine-month and three-month period ended September 30, 2001 are not necessarily
indicative of the results to be expected for the full year.

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

Statements of Financial Condition

September 30, 2001 and December 31, 2000
(Unaudited)

September 30, 2001 December 31, 2000
------------------ -----------------
Assets:

Cash $ 49,551 $ 43,676
Equity in commodity futures
trading account:
U. S. Treasury obligations at
fair value 2,986,325 3,557,990
Cash 758,952 105,512
Fair value of
open futures contracts ( 17,988) ( 40,675)
Fair value of open option
contracts ( 20,469) --
Other assets 3,434 176
----------- -----------
Total Assets: $ 3,759,805 $ 3,666,679
=========== ===========

Liabilities and Partners' Capital

Liabilities:
Accrued management fees $ 11,191 $ 11,052
Accrued incentive fees 584 --
Other accrued expenses 65,056 56,807
Redemptions payable 8,603 95,179
----------- -----------
Total liabilities 85,434 163,038
----------- -----------
Partners' capital:
General partners 341,088 298,153
Limited partners 3,333,283 3,205,488
----------- -----------
Total partners' capital 3,674,371 3,503,641
----------- -----------
$3,759,805 $3,666,679
=========== ===========

See accompanying notes to financial statements.

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

Statements of Operations
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2000 2001 2001 2001
---- ---- ---- ----

Income:
Net gains (losses) on trading of commodity
futures and option contracts:
Realized gains on closed
positions $ 266,393 $ 109,429 $ 725,311 $155,008
Change in fair value
of open futures contracts ( 35,569) (27,953) 22,687 (62,258)
Change in fair value
of open option contracts ( 24,374) 20,938 (24,374) 9,924
Interest 29,492 55,759 117,161 180,504
------ ------ ------- -------
Total Income 235,942 158,173 840,785 283,178
------- ------- ------- -------
Expenses:

Brokerage commissions, exchange,
clearing fees and NFA charges 91,770 50,627 260,533 191,515
Management fee allocations 33,634 35,023 100,898 118,623
Incentive fee allocations 243 -- 584 -
Professional and administrative
expenses 30,000 27,000 90,000 69,000

155,647 112,650 452,015 379,138

Net income (loss) $ 80,295 $ 45,523 $ 388,770 $ (95,960)
======== =========== ============ ===========

Aggregate income
allocated to general partners $ 10,478 $ 6,359 $ 42,935 $ 1,539

Aggregate income (loss)
allocated to limited partners $ 69,817 $ 39,164 $ 345,835 $ (97,499)

Net income (loss) per limited
partnership unit $ 3.30 $ 1.66 $ 15.84 $ (3.59)

See accompanying notes to financial statements.

CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statements of Cash Flows
(Unaudited)

Nine Months Ended September 30,
2001 2000
--------------- --------------
Cash flows from operating activities:

Net income (loss) $ 388,770 $ (95,960)

Adjustments to reconcile net income (loss)
to net cash provided by operating activities:

Change in fair value of open futures contracts (22,687) 62,258

Change in fair value of open
option contracts 20,469 8,672

Decrease (increase) in operating assets:

U. S. Treasury obligations 571,665 1,261,146

Cash in commodities trading account ( 653,440) ( 38,919)

Other assets ( 3,258) 180

Increase (decrease) in operating liabilities:

Accrued management fees 139 (4,322)
Accrued incentive fees 584 --
Other accrued expenses 8,249 11,100
-------- --------
Net cash provided by operating activities 310,491 1,204,154

Cash flows provided by (used in) financing activities:

Net proceeds from sale of limited partnership units -- 72,116
Redemption of limited partnership units (218,040) (1,229,812)

Redemptions payable (86,576) (40,993)
-------- --------
Net cash used in financing activities (304,616) (1,198,689)

Net increase in cash 5,875 5,465
Cash at the beginning of the period 43,676 31,505
---------- ------

Cash at the end of the period $ 49,551 $ 36,970
=========== ==========

See accompanying notes to financial statements.

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

Notes to Financial Statements

September 30, 2001

(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 will act 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. 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. At September 30, 2001 a total of 62,266.1593
units have been sold, 1,861.9400 units have been distributed in lieu of a cash
distribution, and 43,001.3296 units have been redeemed, leaving an outstanding
balance at September 30, 2001, of 21,126.7697 units.

The general partners agreed to make a capital contribution of the lesser of
$100,000 or 3% of total partnership capitalization and made an initial capital
contribution of $45,000 at the close of the initial offering and have made
additional capital contributions to date of $55,000 to meet its investment
commitment in the Partnership. In no event will the general partners' interest
in the Partnership be less than 1% of total partnership capitalization.

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 their capital accounts, including losses.
The Management Allocation and Incentive Allocation are allocated to the Limited
Partners only in accordance with the terms of the Limited Partnership Agreement.

The Partnership is not liable for any organizational and offering expenses in
connection with the issuance and distribution of the units. Refco, Inc., the
Partnership's commodity broker, paid the organizational expenses of the
Partnership and the expenses of offering the units to the public. The
Partnership will not reimburse Refco, Inc. for any portion of the costs so
incurred and will not be liable for any such costs at any time.

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.

Valuation of Futures Contracts and Open Option Contracts

Open commodity futures contracts and open option contracts are valued at fair
value daily and unrealized gains and losses are reflected in income.

Income Taxes

No provision for Federal 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.

The Partnership is subject to franchise/excise taxes pursuant to the Tennessee
Franchise/Excise Tax of 1999. A provision for State of Tennessee excise taxes
has been made in the accompanying financial statements; based on the
Partnership's income for the nine months ended September 30, 2001.

(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 will pay to the general partners 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. During the nine months ended September 30, 2001, management fees
totaled $100,898 and incentive fees totaled $584.

(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. During 2001, Refco charged the
Partnership commissions on commodity trades at the rate of $32.50 per
round-turn. Total commissions charged to the Partnership by Refco during the
first, second and third quarters were $249,454. The Partnership earns interest
on 80% of the average daily equity maintained as cash in the Partnership's
trading account at a rate equal to the average yield on 13-week United States
Treasury Bills. Total interest earned by the Partnership from this source during
this nine-month period amounted to $117,161.

(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, the Memphis branch of Refco and the Partnership's commodity broker.

(5) Calculation of Net Income (Loss) per Limited Partnership Unit

The Net Income per Limited Partnership Unit for the period from January 1, 2001,
through September 30, 2001, of $15.84 was calculated by dividing the Aggregate
Loss Allocated to Limited Partners of $345,835 by the Average Units outstanding
between December 31, 2000 and September 30, 2001 (21,839.7241 Units).

The Net Loss per Limited Partnership Unit for the period from January 1, 2000,
through September 30, 2000 of ($3.59) as calculated by dividing the Aggregate
Income Allocated to Limited Partners of ($97,499) by the Average Units
outstanding between December 31, 1999 and September 30, 2000 (27,163.2735
Units).

The Net Income per Limited Partnership Unit for the period from July 1, 2001
through September 30, 2001 of $3.30 was calculated by dividing the Aggregate
Income Allocated to Limited Partners of $69,817 by the Average Units outstanding
between June 30, 2001 and September 30, 2001 (21,154.0326 Units).

The Net Income per Limited Partnership Unit for the period from July 1, 2000
through September 30, 2000 of $1.66 was calculated by dividing the Aggregate
Income Allocated to Limited Partners of $39,164 by the Average Units outstanding
between June 30, 2000 and September 30, 2000 (23,603.5203 Units).

(6) Recent Pronouncements

In June 1998, SFAS No. 133, as amended by SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities" was issued. This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. This statement is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. The partnership adopted this
statement on January 1, 2001, with no material impact on its financial position
or results of operations.

In September 2000, SFAS No. 140 "Accounting for Transfers and Servicing of
Financial Assets and Extinguishements 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.

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, noting that any purchase price allocable to an
assembled workforce may not be accounted for separately.

Statement 141 will require upon adoption of Statement 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill. Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired,
and make any necessary amortization period adjustments by the end of the first
interim period after adoption. In addition, to the extent an intangible asset is
identified as having an indefinite

useful life, the Company will be required to test the intangible asset for
impairment in accordance with the provisions of Statement 142 within the first
interim period. Any impairment loss will be measured as of the date of adoption
and recognized as the cumulative effect of a change in accounting principle in
the first interim period. 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. When the
liability is initially recorded, the entity will capitalize a cost by increasing
the carrying amount of the related long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. 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, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", was issued. Statement 144 supersedes Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets as for Long-Lived Assets to
Be Disposed Of." Statement 144 applies to all long-lived assets (including
discontinued operations) and consequently amends APB Opinion No. 30, "Reporting
the Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." Statement 144 develops and accounting model for long-lived assets
that are to be disposed of by sale. It required that long-lived assets that are
to be disposed of by sale be measured at the lower of book value or fair value
less cost to sell. 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.

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

ITEM 2. Management's Discussion and Analysis of Financial condition and Results
of Operations.

Management's discussion should be read in conjunction with the Financial
Statements and the discussion of Ceres Fund, L.P.'s (the "Partnership") business
and other detailed information appearing elsewhere herein. All information is
based on the Partnership's three and nine month ended September 30, 2001.

RESULTS OF OPERATIONS

The Three Months and Nine Months Ended September 30, 2001, compared to the Three
Months and Nine Months Ended September 30, 2000.

Trading results were more profitable during the three months ended September 30,
2001 as compared to the same period in 2000. The Partnership had income from
trading activities of $235,942 for the three months ended September 30, 2001, as
compared to income from trading activities of $158,173 for the three months
ended September 30, 2000. The gains during this period are primarily
attributable to gains in connection with the trading of grain contracts. As a
result of such trading activities, the Partnership had a net gain of $80,295 for
the three months ended September 30, 2001 compared to a net gain of $45,523 for
the same period in 2000; and a net gain per limited partnership Unit of $3.30
for the three months ended September 30, 2001, compared to a net gain per
limited partnership Unit of $1.66 for the same period in 2000.

Trading results were more profitable during the nine months ended September 30,
2001, as compared to the same period in 2000. The Partnership had income from
trading activities of $840,785 for the nine months ended September 30, 2001,
compared to a gain from trading activities of $283,178 for the nine months ended
September 30, 2000. The gains during this period were primarily attributable to
gains in connection with the trading of grain contracts. As a result of such
trading activities, the Partnership had a net gain of $388,770 for the nine
months ended September 30, 2001, as compared to a net loss of $95,960 for the
same period in 2001, and a net gain per limited partnership Unit of $15.84 for
the nine months ended September 30, 2001, compared to a net loss per limited
partnership Unit of $3.59 for the same period in 2000.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

As of September 30, 2001, management believes that there have been no
significant changes in market risk as disclosed in the Annual Report on Form
10-K for the year ended December 31, 2000.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

A. The registration statement became effective on March 9, 1991 at which time
the Partnership began offering the securities for sale. The offering was
extended for 60 days, and sales of 13,471.6805 Units for $1,413,296.45 were
consummated by November 30, 1991 at which time the initial offering period ended
and the continuous offering period commenced. The Partnership commenced
operations December 1, 1991. The Partnership continues to offer Units for sale.
During the period of January 1, 2001, through September 30, 2001, no additional
Units were sold and 1,425.9088 Units were redeemed.

B. The Units were offered by the Partnership through members of the National
Association of Securities Dealers, Inc. on a best efforts basis.

C. These securities were registered under the Securities Act of 1933.

D. (1) Units of Limited Partnership interest outstanding at

July 31, 2001 - 21,181.2955

(2) Units of Limited Partnership interest outstanding at

August 31, 2001 - 21,181.2955

(3) Units of Limited Partnership interest outstanding at

September 30, 2001 - 21,126.7697

E. Issuance of Limited Partnership Units for cash in the following amounts and
on the following dates:

Dates Units Amount

July 1, 2001 -- $ --
August 1, 2001 -- --
September 1, 2001 -- --

F. Redemption of Limited Partnership Units for cash in the following amounts
and on the following dates:

Dates Units Amount

September 30, 2001 54.5258 $8,603

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.

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

(b) Reports on Form 8-K.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.

Date: November 14, 2001

CERES FUND, L.P.
By: Randell Commodity Corporation
Managing General Partner

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