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 June 30, 2002

[ ]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. Condensed Financial Statements (unaudited)

Condensed Statements of Financial Condition
June 30, 2002, and December 31, 2001.............................4

Condensed Statements of Operations
Three and Six Months Ended June 30, 2002 and 2001................5

Statements of Cash Flows
Six Months Ended June 30, 2002 and 2001..........................6

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

ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...................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
Company 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 condensed financial statements have been prepared in
accordance with the accounting policies in effect as of December 31, 2001, as
set forth in the annual consolidated 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
six-month and three-month period ended June 30, 2002 are not necessarily
indicative of the results to be expected for the full year.

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

Condensed Statements of Financial Condition

June 30, 2002 and December 31, 2001
(Unaudited)

June 30, 2002 December 31, 2001
------------- -----------------
Assets:

Cash $ 42,218 $ 57,298
Equity in commodity
trading account:
U. S. Treasury obligations at
fair value 2,948,514 2,989,349
Cash 25,085 721,518
Unrealized gains (losses) on
open futures contracts 13,887 (125,155)
Fair Value of open contracts 15,094 --
Other assets -- 686
--------- ----------
Total Assets: $ 3,044,798 $ 3,643,696
========= ==========

Liabilities and Partners' Capital

Liabilities:
Accrued management fees $ 8,324 $ 10,815
Other accrued expenses 36,774 69,157
Redemptions payable 214,246 36,143
------------- ------------

Total liabilities: 259,344 116,115
------------- ------------

Partners' capital:
General partners 318,786 333,836
Limited partners 2,466,668 3,193,745
------------- ------------

Total partners' capital 2,785,454 3,527,581
------------- ------------

$ 3,044,798 $ 3,643,696
============= ============

See accompanying notes to financial statements.

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

Condensed Statements of Operations
(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
---- ---- ---- ----
Income:

Net gains on trading of commodity futures and option contracts:
Realized gains (losses) on
closed positions $ ( 7,502) $ 438,124 $ (186,672) $ 458,918
Change in fair value of
open futures and option contracts 86,944 (249,913) 141,261 58,255
Interest 12,609 37,851 26,284 87,670
------------- --------- ------------ -----------

$ 92,051 $ 226,062 $ ( 19,127) $ 604,843
------------- --------- ------------ -----------

Expenses:

Brokerage commissions, exchange,
clearing fees and NFA charges 47,648 70,358 104,644 168,763
Management fee allocations 26,718 33,761 57,890 67,264
Incentive fee allocations -- 266 -- 341
Professional and administrative
expenses 18,000 30,000 37,500 60,000
------------- --------- ------------ -----------

92,366 134,385 200,034 296,368
------------- --------- ------------ -----------

Net income (loss) $ (315) $ 91,677 $ (219,161) $ 308,475
=============== ============ ========== =========

Aggregate income (loss)
allocated to general partners $ 2,809 $ 11,087 $ ( 15,050) $ 32,457

Aggregate income (loss)
allocated to limited partners $ ( 3,124) $ 80,590 $ (204,111) $ 276,018

Net income (loss) per limited
partnership unit $ (.17) $ 3.73 $ (10.71) $ 12.62

See accompanying notes to financial statements.

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

Six Months Ended June 30,
2002 2001
--------------- --------------
Cash flows from operating activities:

Net income (loss) $ (219,161) $ 308,475

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

Change in fair value of
open futures contracts (139,042) ( 58,255)

Change in fair value
of open option contracts ( 15,094) --

Decrease (increase) in operating assets:

U. S. Treasury obligations 40,835 32,401

Cash in commodities trading account 696,433 (104,976)

Other assets 686 (250)

Increase (decrease) in operating liabilities:

Accrued management fees ( 2,491) 320

Accrued incentive fees -- 341

Other accrued expenses ( 32,383) (12,491)
----------- -----------
Net cash provided by operating activities 329,783 165,565

Cash flows used in financing activities:

Redemption of limited partnership units (522,966) ( 209,437)
Redemptions payable 178,103 28,939
----------- -------------
Net cash used in financing activities (344,863) ( 180,498)
---------- ----------
Net (decrease) in cash (15,080) ( 14,933)
Cash at the beginning of the period 57,298 43,676
----------- ----------
Cash at the end of the period $ 42,218 $ 28,743
============ ============

See accompanying notes to financial statements.

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

Notes to Financial Statements

June 30, 2002

(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 June 30, 2002 a total of 62,266.1593 units
have been sold, 1,861.9400 units have been distributed in lieu of a cash
distribution, and 46,895.1215 units have been redeemed, leaving an outstanding
balance at June 30, 2002, of 17,232.9778 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 is the general partners' interest in
the Partnership to 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 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 does not reimburse Refco, Inc. for any portion of the costs so
incurred and is not 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 six months ended June 30, 2002.

(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 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, as defined 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 six months ended June 30, 2002, management
fees totaled $57,890 and incentive fees totaled $0.

(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 2002, 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 and second quarters of 2002 were $100,508. 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
the six-months ended June 30, 2002 was $26,284.

(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 Loss per limited partnership unit for the period from January 1, 2002,
through June 30, 2002, of $(10.71) was calculated by dividing the Aggregate Loss
Allocated to Limited Partners of $(204,111) by the

Average Units outstanding between December 31, 2001 and June 30, 2002
(19,061.4160 Units).

The Net Income per Limited Partnership Unit for the period from January 1, 2001,
through June 30, 2001 of $12.62 was calculated by dividing the Aggregate Income
Allocated to Limited Partners of $276.018 by the Average Units outstanding
between December 31, 2000 and June 30, 2001 (21,866.9870 Units).

The Net Loss per Limited Partnership Unit for the period from April 1, 2002
through June 30, 2002 of $(.17) was calculated by dividing the Aggregate Loss
Allocated to Limited Partners of $(3,124) by the Average Units outstanding
between March 31, 2002 and June 30, 2002 (17,982.1780 Units).

The Net Income per Limited Partnership Unit for the period from April 1, 2001
through June 30, 2001 of $3.73 was calculated by dividing the Aggregate Income
Allocated to Limited Partners of $80,590 by the Average Units outstanding
between March 31, 2001 and June 30, 2001 (22,583.7713 Units).

(6) Recent Pronouncements

The FASB has recently issued Statements of Financial Accounting Standards No.
141, "Business Combinations," and No. 142, "Goodwill and Other Intangible
Assets." Statement 141 requires 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
142 requires that goodwill and intangible assets with indefinite useful lives no
longer be amortized but instead tested for impairment at least annually in
accordance with the provisions of Statement 142. The partnership adopted the
provisions of Statement 142 on January 1, 2002. The adoption of these statements
did not have a 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 adopted Statement 144 effective January 1,
2002, with no material impact on its financial position or results of
operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 requires all companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
SFAS No. 146 is to be applied prospectively to exit or disposal activities after
December 31, 2002. The impact of adopting SFAS No. 146 is not expected to be
material.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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 six month period ended June 30, 2002.

RESULTS OF OPERATIONS

The Three and Six Months Ended June 30, 2002, compared to the Three Months and
Six Months Ended June 30, 2001.

Trading results were less profitable during the three months ended June 30,
2002, as compared to the same period in 2001. The Partnership had income from
trading activities of $92,051 for the three months ended June 30, 2002, as
compared to income from trading activities of $226,062 for the three months
ended June 30, 2001. The losses during this period are primarily attributable to
losses in connection with the trading of grain contracts. As a result of such
trading activities, the Partnership had a net loss of $315 for the three months
ended June 30, 2002 compared to a net gain of $91,677 for the same period in
2001; and a net loss per limited partnership unit of $.17 for the three months
ended June 30, 2002, compared to a net gain per limited partnership unit of
$3.73 for the same period in 2001.

Trading results were less profitable during the six months ended June 30, 2002,
as compared to the same period in 2001. The Partnership had a loss from trading
activities of $19,127 for the six months ended June 30, 2002, as compared to
income from trading activities of $604,843 for the six months ended June 30,
2001. The losses during this period are primarily attributable to losses in
connection with the trading of grain contracts. As a result of such trading
activities, the Partnership had a net loss of $219,161 for the six months ended
June 30, 2002, compared to a net gain of $308,475 for the same period in 2001;
and a net loss per limited partnership unit of $10.71 for the six months ended
June 30, 2002, compared to a net gain per limited partnership unit of $12.62 for
the same period in 2001.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

As of June 30, 2002, 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, 2001.

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, 2002, through June 30, 2002, no additional Units
were sold and 3,656.8763 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

April 30, 2002- 18,731.3782

(2) Units of Limited Partnership interest outstanding at

May 31, 2002- 18,731.3782

(3) Units of Limited Partnership interest outstanding at

June 30, 2002- 17,232.9778

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

Dates Units Amount

April 1, 2002 -- $ --
May 1, 2002 -- --
June 1, 2002 -- --

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

Dates Units Amount

June 30, 2002 1,498.4004 $ 214.246

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

(a) Exhibits.

None.

(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: August 14, 2002

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

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

Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ceres Fund, L.P. (the "Partnership")
on Form 10-Q for the period ending June 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Frank L. Watson,
Jr., President and Chief Executive Officer of Randell Commodity Corporation,
(the "General Partner") certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Partnership.

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

By: /s/Frank L. Watson, Jr.
----------------------------------------------
Frank L. Watson, Jr.
President and Chief Executive Officer