##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---

FORM 10-Q



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2007

or



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

For the transition period from  to

Commission File number: 000-51836



---

ROGERS INTERNATIONAL RAW
MATERIALS FUND, L.P.

(Exact name of registrant as specified in charter)



---



|                        |  |                                     
|----------------------- |  | ------------------------------------
|Illinois                |  | 36-4368292                          
|(State of Organization) |  | (IRS Employer Identification Number)



|                                                                                                                |  |           
|--------------------------------------------------------------------------------------------------------------- |  | ----------
|c/o Beeland Management Company, L.L.C. General Partner 141 West Jackson Boulevard Suite 1340A Chicago, Illinois |  | 60604     
|(Address of principal executive offices)                                                                        |  | (Zip Code)

(312) 264-4375

(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, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated Filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈Nox



---



---

##### Table of Contents

PART IFINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

At September 30, 2007,
approximately $9,760,963 of Partnership assets involved in the Refco Capital Markets bankruptcy has yet to be recovered by the Partnership, inclusive of amounts yet to be distributed by Refco Capital Markets and received by the Partnership in
connection with the settlement described herein.

During September and October, 2005, the Partnership transitioned its futures trading
activity to Refco LLC, a registered futures broker. On October 17, 2005, Refco Inc. and a number of its subsidiaries, including Refco Capital Markets Ltd. (Refco Capital Markets), but not Refco LLC, filed voluntary Chapter 11
bankruptcy petitions with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). At the time of these bankruptcy filings, approximately $76 million of Partnership assets, primarily securities,
were held in accounts at Refco Capital Markets, representing approximately 68% of the Partnerships total assets. The Partnership did not authorize the transfer of its securities to Refco Capital Markets. On October 24, 2005, the
Partnership and another commodity pool managed by Beeland Management commenced an adversary proceeding (the Adversary Proceedings) in the Bankruptcy Court against Refco Capital Markets alleging that Refco Capital Markets wrongfully and
fraudulently obtained possession of the Partnerships assets and requesting, among other things, a constructive trust and that the Court enter judgment requiring that property to be returned to the Partnership immediately. On February 28,
2006, the Bankruptcy Court ordered that a trial in the Adversary Proceedings shall commence on a date approximately thirty days after the Bankruptcy Court enters an order or stipulation determining a motion to convert Refco Capital Markets
Chapter 11 case to a case under the stockbroker liquidation provisions of Chapter 7 of the Bankruptcy Code. A preliminary ruling was issued on that motion on March 14, 2006 finding Refco Capital Markets to be a stockbroker and
therefore ineligible for Chapter 11 relief, but, at the request of the parties, the Bankruptcy Court deferred action on that motion, thereby allowing the parties an opportunity to pursue a potential global Chapter 11 plan for Refco Capital Markets
and one or more other Refco entities. On or about June 29, 2006, a settlement agreement was reached by and among Refco Capital Markets, through its trustee in its Chapter 11 bankruptcy case, and certain customers and other creditors of Refco
Capital Markets (the Settlement Agreement). On or about July 20, 2006, the Partnership joined the Settlement Agreement, settling its claims in the Adversary Proceedings and agreeing to receive the same rights and benefits, including
the rights of distribution, as securities customers of Refco Capital Markets, while preserving its rights to pursue claims against Refco, LLC, as described below. The Bankruptcy Court approved the settlement at a hearing held on September 14,
2006. At that hearing, a global settlement was announced that would resolve key disputes among all of the Refco entity bankruptcy estates. The Partnership is among many parties to the global settlement which is embodied in a disclosure statement and
plan of reorganization filed by the Refco debtors at the end of the settlement hearing. The Bankruptcy Court entered an order approving the disclosure statement on October 20, 2006 and confirmed the plan of reorganization at a hearing held
December 15, 2006. Under the plan of reorganization, securities customers of Refco Capital Markets are expected to receive approximately 88.7% (formerly the Partnership expected to receive only 85% but subsequent information has pushed the
expected recovery to 88.7%) of the value of their securities claims. On or about December 27, 2006, approximately 53% of the value of those claims was distributed, and the Partnership received $39,826,553, its pro rata share of that
distribution, and allocated it among all partners in the Partnership as of October 31, 2005, on a pro-rata basis, with redeemed partners receiving cash distributions. On or about March 29, 2007, an additional distribution of approximately
8% of the value of those claims was made, and the Partnership received $6,697,856, its pro-rata share of that distribution, and has allocated it among all partners in the Partnership as of October 31, 2005, on a pro-rata basis, with redeemed
partners receiving cash distributions. On or about June 7, 2007, and June 28, 2007, additional distributions of approximately 3.48% and 11.98% of the value of those claims were made, and the Partnership received $2,636,121 and $9,069,630,
its pro rata share, respectively, of each distribution, and has allocated such sums among all partners in the Partnership as of October 31, 2005, on a pro-rata basis, with redeemed partners receiving cash distributions. On
September 18, 2007 and September 19, 2007, the Partnership, received cash distributions totaling $1,322,919 and has allocated such sum among all partners in the Partnership as of October 31, 2005, on a pro-rata basis, with redeemed
partners receiving cash distributions. Beeland Management anticipates that of the remaining 13.12% of the value of its settled claims, 9.81% will be distributed during the fourth quarter of 2007 and/or the first quarter of 2008, however, due to the
fact that certain assets still held by Refco Capital Markets are earning interest and that other assets have yet to be finally valued and liquidated, it is not possible for Beeland Management to determine at this time whether the final
distribution(s) from Refco Capital Markets will be greater than or less than 13.12% of the value of such claims. Also under the plan of reorganization, the Partnership will participate in recoveries from the Refco Capital Markets



---

2



---

##### Table of Contents

Litigation Trust formed to bring claims against third parties in the name of Refco Capital Markets. On the basis of discussions held with the trustee
overseeing the Litigation Trust, Beeland Management believes that the Litigation Trust has viable meritorious claims against third parties and that there will be additional recoveries for the Partnership. Although the Litigation Trust has commenced
actions against numerous parties seeking, in aggregate, over $2 billion in damages and other relief, there can be no assurance that litigation pursued by the Litigation Trust will be successful and, accordingly, the information provided herein is an
estimate only.

On November 25, 2005, Refco, LLC filed its petition for relief as a commodity broker under subchapter IV of Chapter 7
of the Bankruptcy Code. As the Partnership stated in the Adversary Proceedings, the General Partner had specifically authorized and directed that the Partnership Assets be transferred to customer segregated accounts at Refco, LLC and that those
assets were improperly diverted to Refco Capital Markets. The Partnership filed an official proof of claim in the Refco, LLC case on July 12, 2006. On October 3, 2006, following a three day trial in late September, the Partnership agreed
to settle its claims against Refco, LLC and has received $6,227,819 in proceeds from that settlement, approximately equal to 8% of the value of the Partnerships claims against Refco Capital Markets, such proceeds were allocated among all
partners in the Partnership as of October 31, 2005, on a pro rata basis, with redeemed partners receiving cash distributions.

Because
various securities held by Refco Capital Markets as of September 30, 2007 have yet to be finally valued and liquidated, while others are currently earning interest, and recoveries from the Refco Capital Markets Litigation Trust have yet to be
determined, it is unknown at this time whether the Partnership will ultimately sustain a loss on its assets involved in the Refco bankruptcy or what the amount of any such loss will be. Accordingly, the financial information as of September 30,
2007, December 31, 2006, and September 30, 2006 set forth herein is estimated and unaudited, and the Partnership is currently able to provide only estimated values for its Units. No subscriptions or redemptions will be or have been
made on the basis of such estimated values, which do not reflect any possible losses due to the Refco Capital Markets bankruptcy. Please see the notes accompanying the Partnerships financial statements.

The following financial statements of Rogers International Raw Materials Fund, L.P. are included in Item 1:



|                                                                                                                                                 |  |      
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----
|                                                                                                                                                 |  | Page 
|Financial Statements                                                                                                                             |  |      
|                                                                                                                                                 | 
|Statements of Financial Condition as of September 30, 2007 (unaudited) and December 31, 2006 (unaudited)                                         |  | 4    
|                                                                                                                                                 | 
|Schedules of Investments as of September 30, 2007 (unaudited) and December 31, 2006 (unaudited)                                                  |  | 5-7  
|                                                                                                                                                 | 
|Statements of Operations for the Three and Nine Months Ended September 30, 2007 (unaudited) and September 30, 2006 (unaudited)                   |  | 8    
|                                                                                                                                                 | 
|Statements of Changes in Partners Capital for the Three and Nine Months Ended September 30, 2007 (unaudited) and September 30, 2006 (unaudited) |  | 9    
|                                                                                                                                                 | 
|Financial Highlights for the Three and Nine Months Ended September 30, 2007 (unaudited) and September 30, 2006 (unaudited)                       |  | 10   
|                                                                                                                                                 | 
|Notes to Financial Statements (unaudited)                                                                                                        |  | 11-16



---

3



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Financial Condition as of September 30, 2007 (unaudited)
and December 31, 2006 (unaudited)

---



|                                                       |  |                      |            |                        |   |            
|------------------------------------------------------ |  | -------------------- | ---------- | ---------------------- | - | -----------
|                                                       |  | 9/30/2007(unaudited) |            | 12/31/2006 (unaudited)
|ASSETS                                                 |  |                      |            |                        |   |            
|Cash at bank                                           |  | $                    | 2,227,066  |                        | $ | 1,693,563  
|Cash at brokers                                        |  |                      | 22,500,032 |                        |   | 72,443,215 
|Investments in US Government obligations               |  |                      | 69,719,887 |                        |   | 31,880,160 
|Unrealized net trading gains on open futures contracts |  |                      | 4,553,233  |                        |   | 982,420    
|Interest receivable                                    |  |                      | 800,936    |                        |   | 499,110    
|                                                       |  |                      |            |                        |   |            
|                                                       |  |                      |            |                        |   |           
|Total Assets                                           |  | $                    | 99,801,154 |                        | $ | 107,498,468
|                                                       |  |                      |            |                        |   |            
|LIABILITIES                                            |  |                      |            |                        |   |            
|Commissions payable                                    |  | $                    | 12,546     |                        | $ |           
|Accrued management fees  General Partner              |  |                      | 70,417     |                        |   | 69,969     
|Administrative fees payable                            |  |                      | 300,363    |                        |   | 308,890    
|Redemptions payable                                    |  |                      | 4,405,864  |                        |   | 7,049,192  
|                                                       |  |                      |            |                        |   |            
|Total Liabilities                                      |  |                      | 4,789,190  |                        |   | 7,428,051  
|                                                       |  |                      |            |                        |   |            
|PARTNERS CAPITAL                                      |  |                      |            |                        |   |            
|Partners Capital                                      |  |                      | 95,011,964 |                        |   | 100,070,417
|                                                       |  |                      |            |                        |   |            
|Total Liabilities and Partners Capital                |  | $                    | 99,801,154 |                        | $ | 107,498,468
|                                                       |  |                      |            |                        |   |            

---

|                                                |  |  
|----------------------------------------------- |  | -
|See accompanying notes to financial statements. |  | 4



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of September 30, 2007 (unaudited)

---



|                                                                                      |  |              |            |                             |       |  
|------------------------------------------------------------------------------------- |  | ------------ | ---------- | --------------------------- | ----- | -
|                                                                                      |  | Market Value |            | Percent ofPartners Capital |      
|US Government Sponsored Institutions:                                                 |  |              |            |                             |       |  
|(total cost - $69,385,987)                                                            |  |              |            |                             |       |  
|                                                                                      |  |             
|US Treasury Notes Series V due 9/30/2007 at 4.000% principal amount $1,000,000        |  | $            | 1,000,000  |                             | 1.05  |  
|US Treasury Notes Series R due 1/31/2008 at 4.375% principal amount $1,500,000        |  |              | 1,501,635  |                             | 1.58  |  
|US Federal Mortgage Notes due 11/15/2007 at 3.250%, principal amount $1,000,000       |  |              | 997,810    |                             | 1.05  |  
|US Federal Home Loan Bank Notes due 11/16/2007 at 4.375%, principal amount $1,000,000 |  |              | 999,060    |                             | 1.05  |  
|US Federal Mortgage Notes due 12/15/2007 at 3.125%, principal amount $2,950,000       |  |              | 2,938,938  |                             | 3.09  |  
|US Federal Mortgage Notes due 1/15/2008 at 5.500%, principal amount $5,000,000        |  |              | 5,007,800  |                             | 5.27  |  
|US Federal Mortgage Notes due 2/8/2008 at 4.625%, principal amount $1,000,000         |  |              | 998,750    |                             | 1.05  |  
|US Federal Mortgage Notes due 2/15/2008 at 3.625%, principal amount $5,000,000        |  |              | 4,976,550  |                             | 5.24  |  
|US Federal Mortgage Notes due 3/15/2008 at 2.750%, principal amount $6,000,000        |  |              | 5,941,860  |                             | 6.25  |  
|US Federal Mortgage Notes due 4/18/2008 at 4.125%, principal amount $7,500,000        |  |              | 7,469,550  |                             | 7.86  |  
|US Federal Mortgage Notes due 6/12/2008 at 5.050%, principal amount $5,000,000        |  |              | 5,000,000  |                             | 5.26  |  
|US Federal Mortgage Notes due 6/15/2008 at 5.250%, principal amount $4,500,000        |  |              | 4,514,085  |                             | 4.75  |  
|US Federal Mortgage Notes due 6/25/2008 at 5.250%, principal amount $7,500,000        |  |              | 7,525,800  |                             | 7.92  |  
|US Federal Mortgage Notes due 8/15/2008 at 3.250%, principal amount $1,000,000        |  |              | 988,130    |                             | 1.04  |  
|US Federal Mortgage Notes due 9/12/2008 at 4.875%, principal amount $6,400,000        |  |              | 6,415,360  |                             | 6.75  |  
|US Federal Mortgage Notes due 9/16/2008 at 5.000%, principal amount $3,300,000        |  |              | 3,312,375  |                             | 3.49  |  
|US Federal Mortgage Notes due 10/15/2008 at 4.500%, principal amount $5,000,000       |  |              | 5,012,500  |                             | 5.28  |  
|US Federal Mortgage Notes due 10/28/2008 At 5.300%, principal amount $3,000,000       |  |              | 3,022,980  |                             | 3.18  |  
|Other                                                                                 |  |              | 2,096,704  |                             | 2.21  |  
|                                                                                      |  |              |            |                             |       |  
|                                                                                      |  | $            | 69,719,887 |                             | 73.37 | %
|                                                                                      |  |              |            |                             |       |  

---

|                                                |  |  
|----------------------------------------------- |  | -
|See accompanying notes to financial statements. |  | 5



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of September 30, 2007 (unaudited)

---

Open Futures Contracts:



|                                                       |  |                    |  |              |           |                             |      |  
|------------------------------------------------------ |  | ------------------ |  | ------------ | --------- | --------------------------- | ---- | -
|                                                       |  | Number ofContracts |  | Market Value |           | Percent of PartnersCapital |     
|Unrealized gains (98.78% US based)                     |  |                    |  |              |           |                             |      |  
|Energy                                                 |  | 394                |  | $            | 1,211,698 |                             | 1.28 | %
|Metals                                                 |  | 337                |  |              | 1,414,235 |                             | 1.49 |  
|Agricultural                                           |  | 1,159              |  |              | 3,420,413 |                             | 3.60 |  
|                                                       |  |                    |  |              |           |                             |      |  
|                                                       |  | 1,890              |  |              | 6,046,346 |                             | 6.37 | %
|                                                       |  |                    |  |              |           |                             |      |  
|Unrealized losses (99.88% US based)                    |  |                    |  |              |           |                             |      |  
|Energy                                                 |  | 100                |  |              | 86,585    |                             | 0.09 | %
|Metals                                                 |  | 364                |  |              | 1,261,588 |                             | 1.33 |  
|Agricultural                                           |  | 191                |  |              | 144,940   |                             | 0.15 |  
|                                                       |  |                    |  |              |           |                             |      |  
|                                                       |  | 655                |  | $            | 1,493,113 |                             | 1.57 | %
|                                                       |  |                    |  |              |           |                             |      |  
|Unrealized net trading gains on open futures contracts |  |                    |  | $            | 4,553,233 |                             |      |  
|                                                       |  |                    |  |              |           |                             |      |  

---

|                                                |  |  
|----------------------------------------------- |  | -
|See accompanying notes to financial statements. |  | 6



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of December 31, 2006 (unaudited)

---



|                                                                                      |  |                    |  |              |            |                              |       |  
|------------------------------------------------------------------------------------- |  | ------------------ |  | ------------ | ---------- | ---------------------------- | ----- | -
|                                                                                      |  |                    |  | Market Value |            | Percent of Partners Capital |      
|US Government Sponsored Institutions:                                                 |  |                    |  |              |            |                              |       |  
|(total cost - $31,899,826)                                                            |  |                    |  |              |            |                              |       |  
|                                                                                      |  |                    | 
|US Federal Home Loan Bank Notes due 1/26/2007 at 4.650%, principal amount $10,000,000 |  |                    |  | $            | 9,996,900  |                              | 9.99  | %
|US Federal Home Loan Bank Notes due 2/28/2008 at 4.625%, principal amount $5,000,000  |  |                    |  |              | 4,968,750  |                              | 4.97  |  
|US Federal Home Loan Bank Notes due 1/26/2007 at 4.625%, principal amount $3,500,000  |  |                    |  |              | 3,498,915  |                              | 3.50  |  
|US National Mortgage Notes due 12/15/2007 at 3.125%, principal amount $2,950,000      |  |                    |  |              | 2,892,859  |                              | 2.89  |  
|US National Mortgage Notes due 7/15/2007 at 4.250%, principal amount $2,400,000       |  |                    |  |              | 2,387,256  |                              | 2.39  |  
|Other                                                                                 |  |                    |  |              | 8,135,480  |                              | 8.13  |  
|                                                                                      |  |                    |  |              |            |                              |       |  
|                                                                                      |  |                    |  | $            | 31,880,160 |                              | 31.87 | %
|                                                                                      |  |                    |  |              |            |                              |       |  
|                                                                                      |  |                    | 
|Open Futures Contracts:                                                               |  |                    |  |              |            |                              |       |  
|                                                                                      |  |                    | 
|                                                                                      |  | Number ofContracts |  |              |            |                              |      
|Unrealized gains (99.74% US based)                                                    |  |                    |  |              |            |                              |       |  
|Energy                                                                                |  | 554                |  | $            | 308,716    |                              | 0.31  | %
|Metals                                                                                |  | 382                |  |              | 1,022,353  |                              | 1.02  |  
|Agricultural                                                                          |  | 684                |  |              | 1,079,140  |                              | 1.08  |  
|                                                                                      |  |                    |  |              |            |                              |       |  
|                                                                                      |  | 1,620              |  | $            | 2,410,209  |                              | 2.41  | %
|                                                                                      |  |                    |  |              |            |                              |       |  
|Unrealized losses (98.89% US based)                                                   |  |                    |  |              |            |                              |       |  
|Energy                                                                                |  | 39                 |  |              | 8,519      |                              | 0.01  | %
|Metals                                                                                |  | 512                |  |              | 1,205,565  |                              | 1.20  |  
|Agricultural                                                                          |  | 889                |  |              | 213.705    |                              | 0.21  |  
|                                                                                      |  |                    |  |              |            |                              |       |  
|                                                                                      |  | 1,440              |  | $            | 1,427,789  |                              | 1.42  | %
|                                                                                      |  |                    |  |              |            |                              |       |  
|Unrealized net trading gains on open futures contracts                                |  |                    |  | $            | 982,420    |                              |       |  
|                                                                                      |  |                    |  |              |            |                              |       |  

---

|                                                |  |  
|----------------------------------------------- |  | -
|See accompanying notes to financial statements. |  | 7



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Operations for the Three and Nine Months Ended
September 30, 2007 (unaudited) and September 30, 2006 (unaudited)

---



|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|------------------------------------------------------- |  | ------------- | --------- | - | ------------- | - | ----------- | ------------- |  | - | ------------- | - |  | - | ---------- | -
|                                                        |  | 3 monthsended |           |   | 3 monthsended |   |             | 9 monthsended |  |   | 9 monthsended |  
|                                                        |  | 9/30/2007     |           |   | 9/30/2006     |   |             | 9/30/2007     |  |   | 9/30/2006     |  
|Trading gains (losses):                                 |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|Realized net trading gains  commodities                |  | $             | 4,564,234 |   |               | $ | (10,535,077 | )             |  | $ | 8,748,113     |   |  | $ | 1,089,540  |  
|Realized (losses) on securities                         |  |               | 15,083    |   |               |   | (28,505     | )             |  |   | 5,992         |   |  |   | (28,505    | )
|Change in unrealized net trading (losses)  commodities |  |               | 3,822,904 |   |               |   | 1,607,726   |               |  |   | 3,570,813     |   |  |   | (2,995,751 | )
|Change in unrealized (losses) on securities             |  |               | 390,697   |   |               |   | 84,889      |               |  |   | 353,565       |   |  |   | (414,903   | )
|Foreign exchange (losses)                               |  |               | (685      | ) |               |   | (4,047      | )             |  |   | (1,674        | ) |  |   | (5,751     | )
|Commissions                                             |  |               | (48,267   | ) |               |   | (49,685     | )             |  |   | (175,446      | ) |  |   | (204,404   | )
|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|Net gains from trading activities                       |  |               | 8,743,966 |   |               |   | (8,924,699  | )             |  |   | 12,501,363    |   |  |   | (2,559,774 | )
|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|Investment income:                                      |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|Interest income  US Government obligations             |  |               | 807,958   |   |               |   | 269,051     |               |  |   | 2,048,561     |   |  |   | 1,510,098  |  
|Interest income  Other                                 |  |               | 110,739   |   |               |   | 102,222     |               |  |   | 391,068       |   |  |   | 559,692    |  
|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|                                                        |  |               | 918,697   |   |               |   | 371,273     |               |  |   | 2,439,629     |   |  |   | 2,069,790  |  
|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|Expenses:                                               |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|Management fees  General Partner                       |  |               | 209,595   |   |               |   | 223,635     |               |  |   | 639,703       |   |  |   | 669,988    |  
|Administrative fees                                     |  |               | 384,397   |   |               |   | 617,896     |               |  |   | 1,101,732     |   |  |   | 1,551,920  |  
|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|                                                        |  |               | 593,992   |   |               |   | 841,531     |               |  |   | 1,741,435     |   |  |   | 2,221,908  |  
|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|Net investment income (loss)                            |  |               | 324,705   |   |               |   | (470,258    | )             |  |   | 698,194       |   |  |   | (152,118   | )
|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  
|Net income (loss)                                       |  | $             | 9,068,671 |   |               | $ | (9,394,957  | )             |  | $ | 13,199,557    |   |  | $ | (2,711,892 | )
|                                                        |  |               |           |   |               |   |             |               |  |   |               |   |  |   |            |  

---

|                                                |  |  
|----------------------------------------------- |  | -
|See accompanying notes to financial statements. |  | 8



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Changes in Partners Capital for the Nine Months Ended
September 30, 2007 (unaudited) and

September 30, 2006 (unaudited)

---



|                                         |  |                        |             |   |                        |   |             |  
|---------------------------------------- |  | ---------------------- | ----------- | - | ---------------------- | - | ----------- | -
|                                         |  | 9 months ended 9/30/07 |             |   | 9 months ended 9/30/06 |  
|Partners Capital at beginning of period |  | $                      | 100,070,417 |   |                        | $ | 108,221,418 |  
|Contributions                            |  |                        |            |   |                        |   | 205,622     |  
|Net income                               |  |                        | 13,199,557  |   |                        |   | (2,711,892  | )
|Withdrawals                              |  |                        | (18,258,010 | ) |                        |   | (3,656,438  | )
|                                         |  |                        |             |   |                        |   |             |  
|Partners Capital at end of period       |  | $                      | 95,011,964  |   |                        | $ | 102,058,710 |  
|                                         |  |                        |             |   |                        |   |             |  
|                                         |  |                       
|Per unit data                            |  | 09/30/07               |             |   | 09/30/06               |  
|Net asset value                          |  | $                      | 213.32      |   |                        | $ | 185.22      |  
|                                         |  |                        |             |   |                        |   |             |  
|Units outstanding                        |  |                        | 445,401     |   |                        |   | 551,025     |  
|                                         |  |                        |             |   |                        |   |             |  

---

|                                                |  |  
|----------------------------------------------- |  | -
|See accompanying notes to financial statements. |  | 9



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Financial Highlights for the Three and Nine Months Ended September 30,
2007 (unaudited) and September 30, 2006 (unaudited)

---

Per Unit Performance



|                                                        |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|------------------------------------------------------- |  | ---------------------- | ------ | - | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- | - |  | - | ------ | -
|                                                        |  | 3 monthsended9/30/2007 |        |   | 3 monthsended9/30/2006 |   |        | 9 monthsended9/30/2007 |  |   | 9 monthsended9/30/2006 |  
|Net asset value per unit at the beginning of the period |  | $                      | 193.59 |   |                        | $ | 202.09 |                        |  | $ | 185.26                 |   |  | $ | 190.33 |  
|Income                                                  |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Net Trading Gains (Losses)                              |  |                        | 19.02  |   |                        |   | (16.03 | )                      |  |   | 26.64                  |   |  |   | (4.84  | )
|Investment                                              |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Investment Income                                       |  |                        | 2.00   |   |                        |   | 0.67   |                        |  |   | 4.96                   |   |  |   | 3.69   |  
|                                                        |  |                        |        |  
|Expenses                                                |  |                        | (1.29  | ) |                        |   | (1.51  | )                      |  |   | (3.54                  | ) |  |   | (3.96  | )
|                                                        |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Net investment income (loss)                            |  |                        | 0.71   |   |                        |   | (0.84  | )                      |  |   | 1.42                   |   |  |   | (0.27  | )
|                                                        |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Net income (loss) per Unit                              |  |                        | 19.73  |   |                        |   | (16.87 | )                      |  |   | 28.06                  |   |  |   | (5.11  | )
|                                                        |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Net Asset Value per unit at the end of the period       |  | $                      | 213.32 |   |                        | $ | 185.22 |                        |  | $ | 213.32                 |   |  | $ | 185.22 |  
|                                                        |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  



|                                                                   |  |                        |   |  |                        |    |  |                        |   |  |                        |   
|------------------------------------------------------------------ |  | ---------------------- | - |  | ---------------------- | -- |  | ---------------------- | - |  | ---------------------- | --
|                                                                   |  | 3 monthsended9/30/2007 |   |  | 3 monthsended9/30/2006 |    |  | 9 monthsended9/30/2007 |   |  | 9 monthsended9/30/2006 |   
|Ratio of Net Investment Income (Loss) to Average Partners Capital |  | 0.35                   | % |  | (0.43                  | )% |  | 0.74                   | % |  | (0.14                  | )%
|Ratio of Expenses to Average Partners Capital                     |  | 0.64                   | % |  | 0.77                   | %  |  | 1.85                   | % |  | 2.01                   | % 
|Total Return                                                       |  | 10.19                  | % |  | (8.35                  | )% |  | 15.15                  | % |  | (2.69                  | )%

The above ratios have not been annualized and were calculated for the partners taken as a whole. The computation
of such ratios was not based on the amount of expenses assessed and income allocated to an individual partners capital account, which may vary from these ratios based on the timing of capital transactions and the different fee arrangements
(see Note 2).

---

|                                                |  |   
|----------------------------------------------- |  | --
|See accompanying notes to financial statements. |  | 10



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)

---

Note 1. Significant Accounting Policies:

Nature of Business and Organization:Rogers International Raw Materials Fund, L.P. (the Partnership) is an Illinois limited partnership that was established in May 2000. The Partnership trades a
portfolio of commodity futures and forward contracts, principally on recognized exchanges. The Partnership may also purchase forward contracts in the OTC marketplace under certain circumstances. The Partnership invests and trades
exclusively on the long side of the market. The Partnerships investment strategy is designed to replicate the Rogers International Commodity Index (the Index) and positions are rebalanced monthly to maintain adherence
to the Index. The Partnership commenced trading during November 2001. The Partnership will terminate on December 31, 2020 or earlier upon certain circumstances as defined in the Limited Partnership Agreement. The Partnerships General
Partner and commodity pool operator is Beeland Management Company, L.L.C. (the General Partner).

Basis of presentation: The
financial statements included herein were prepared by us without audit according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments necessary to
present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three and nine months ended September 30, 2007 and 2006 are not necessarily indicative of the results to be
expected for the full year or for any other period.

These financial statements should be read in conjunction with the financial statements and the notes
thereto included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

Net Assets: The valuation of net assets
includes open commodity futures, swap and forward contracts owned by the Partnership, if any, at the end of the period. The unrealized gain or loss on these contracts has been calculated based on closing prices on the last business day of each
month. Foreign currency is translated into US dollars at the exchange rate prevailing on the last business day of each month. Net asset value is determined by subtracting liabilities from assets, which also equals partners capital.

Profit and Loss Allocation: Limited Partners and the General Partner share in the profits and losses of the Partnership in the proportion that each
partners capital account bears to the total partners capital.

Income Taxes:No provision for Federal income taxes has been made since
the Partnership is not subject to taxes on income. Each partner is individually liable for the tax on its share of income or loss.

Revenue Recognition:Commodity futures and forward contracts are recorded on the trade date, and open positions are reflected in the accompanying statements of financial condition as the difference between the original contract value and the market value on the last
business day of the reporting period. The market value of exchange traded commodity futures and forward contracts is based upon the most recent available settlement price on the appropriate commodity exchanges. US Treasury securities and other US
Government obligations are reported at market. Changes in unrealized gains or (losses) represent the total increases (decreases) in unrealized gains or (increases) decreases in unrealized losses on open positions during the period.

Interest Income Recognition: The Partnership records interest income in the period it is earned.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and
assumptions that effect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



---

11



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)

---



Note 2. Agreements and Related Party Transactions:

The Limited Partnership Agreement vests all responsibility and powers for the management of the business and affairs of the Partnership with the General
Partner. The General Partner is responsible for implementing the Partnerships Index tracking investment program.

Prior to November 1,
2005, the Partnership paid a monthly management fee to the General Partner equal to 0.08333% of the average monthly sum of all Capital Accounts contributed by Limited Partners at the close of each month (1.00% per annum).

As of November 1, 2005, the Partnership commenced tracking the Index at an 80% level and, accordingly, the General Partner reduced its management
fee to a 0.8% per annum rate. Effective January 1, 2007, the Partnership commenced tracking the Index at a 90% level and, accordingly, the General Partner began charging its management fee at 90% of the full per annum rate. Beginning
September 1, 2007, the Partnership commenced trading at a 95% level and, accordingly, the General Partner began charging its management fee at 95% of the full per annum rate.

The Partnership is responsible for the administrative and trading expenses related to its operations. The General Partner may incur certain expenses on
behalf of the Partnership and charge the Partnership for its allocable portion of these expenses.

Uhlmann Price Securities L.L.C.
(Uhlmann), one of several broker-dealers selling units of the Partnership and a related party to the General Partner through common management, receives a share of selling fees when units are sold by its registered brokers. Effective
April 1, 2005, selling fees of up to 5% of the gross offering proceeds (which includes a 3.75% reallowance to other broker dealers and a 0.5% wholesaling fee retained by the General Partner) are charged to partners capital upon issuance
of partnership units.

In addition, there is an annual trailing servicing fee of up to 1% of the net asset value of the specific
partners capital account payable to the General Partner, most of which is paid to soliciting broker-dealers for ongoing investor services.

The Price Futures Group, Inc. (PFG), a related party to the General Partner, through common management, acts as the introducing broker for the Partnership, whereby certain accounts of the Partnership are introduced to the
Partnerships clearing broker. The clearing broker pays PFG a portion of the brokerage fee paid by the Partnership for clearing transactions.



---

12



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)

---



A summary of fees charged by related parties to the Partnership is as follows:



|                                  |  |                        |  |                        |  |                        |  |                       
|--------------------------------- |  | ---------------------- |  | ---------------------- |  | ---------------------- |  | ----------------------
|                                  |  | 3 monthsended9/30/2007 |  | 3 monthsended9/30/2006 |  | 9 monthsended9/30/2007 |  | 9 monthsended9/30/2006
|Management fees  General Partner |  | 209,595                |  | 223,635                |  | 639,703                |  | 669,988               
|Selling fees  Uhlmann            |  |                       |  |                       |  |                       |  |                      

Note 3. Partnership Capital and Redemptions:

The Partnership accepts contributions as of the close of business on the last business day of each month for investment on the first day of the next
succeeding month. The General Partner may accept or reject contributions and waive the minimum contribution amounts in its sole discretion. At September 30, 2007, the Partnership was not accepting contributions from new or existing investors.

As of September 30, 2007 and December 31, 2006, the General Partner has a capital balance of $1,395,961 and $1,212,327,
respectively, in the Partnership.

The purchase price of a unit is the net asset value per unit as of the end of each calendar month. Net
asset value per unit is calculated as the net asset value at month end divided by the number of outstanding units.

Previously, limited
partners could withdraw capital with 10 days notice to the General Partner. Effective November 1, 2005, following the bankruptcy of Refco Capital Markets, Ltd. (Refco Capital Markets) (See Note 5), a special redemption process was
established so that limited partners requesting a redemption could receive their pro rata share of the Partnerships cash, excluding any of the assets held at Refco Capital Markets. Redeeming partners that avail themselves of the special
redemption process are not shielded from the potential effects (losses and expenses) of Refco Capital Markets bankruptcy. Currently, management estimates that disbursements will be the Limited Partners pro rata share of approximately 92%
of the Partnerships total assets, including assets yet to be distributed by Refco Capital Markets pursuant to the Settlement Agreement, described below in Note 5, as well as amounts the Partnership is seeking to recover through participation
in the Refco Capital Markets Litigation Trust described below in Note 5.

Note 4. Financial Instruments with Off-Balance Sheet Credit and Market
Risk:

The Partnership is involved in trading activities that may have market and/or credit risk. Financial instruments employed in
the Partnerships operations may have market and/or credit risk in excess of the amounts recorded in the statement of financial condition.

Market Risk-Market risks arise from changes in the market value of financial instruments. Theoretically, the Partnerships exposure is equal to the notional contract value of futures contracts purchased. Exposure to market risk
is influenced by a number of factors, including the relationships between financial instruments, and the volatility and liquidity in the markets in which the financial instruments are traded. The use of financial instruments may serve to modify or
offset market risk associated with other transactions.

Credit Risk-Credit risk arises primarily from the potential inability of
counterparties to perform in accordance with the terms of a contract. The Partnerships exposure to credit risk associated with counterparty nonperformance is generally the net unrealized gain on the open positions plus the value of the margin
or collateral held by the counterparty. Exchange-traded financial instruments generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements and the margin requirements of individual
exchanges. Financial instruments traded off-exchange give rise to the risk of the failure of, or the inability or refusal to perform by, the counterparties to such trades.



---

13



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)

---



Concentration of Credit Risk-The Partnership clears all of its trades through one clearing
broker. In the event this counterparty does not fulfill its obligations, the Partnership may be exposed to the risk of loss. This risk depends on the creditworthiness of the counterparties to these transactions.

The Partnership has a substantial portion of its assets on deposit with financial institutions in connection with its cash management activities. In the
event of a financial institutions insolvency, recovery of the Partnerships assets on deposit may be limited to the amount of insurance or other protection afforded such deposits.

The Partnership attempts to minimize this credit risk by monitoring the creditworthiness of the clearing broker and financial institutions.

Note 5. Litigation Proceedings and Loss Contingency

During September and October, 2005, the Partnership transitioned its futures trading activity to Refco LLC, a registered futures commission merchant, and, accordingly, transferred a substantial portion of its assets. Additionally, the
Partnership entered into over-the-counter transactions related to its trading to replicate component positions of the Index through Refco Capital Markets, a large derivatives dealer affiliated with Refco LLC. The Partnership did not, however,
authorize the transfer of any of its securities to Refco Capital Markets.

On or about October 13, 2005, Refco Capital Markets
declared a moratorium on withdrawals from accounts at Refco Capital Markets and on October 17, 2005 Refco, Inc., and a number of its subsidiaries, including Refco Capital Markets, filed for bankruptcy with the United States Bankruptcy Court for
the Southern District of New York. At the time of this bankruptcy filing, approximately $76 million of Partnership assets, primarily securities, were held in accounts at Refco Capital Markets, representing approximately 68% of the Partnerships
net capital.

As of September 30, 2007 a substantial portion of the Partnerships assets, consisting of cash in the amount of
$9,760,963, is under bankruptcy court protection or is being sought through litigation by the Litigation Trust described below.

On
October 24, 2005, the Partnership and another commodity pool managed by the General Partner commenced an adversary proceeding (the Adversary Proceedings) in the Bankruptcy Court against Refco Capital Markets alleging that Refco
Capital Markets wrongfully and fraudulently obtained possession of the Partnerships assets and requesting, among other things, a constructive trust and that the Court enter judgment requiring that property to be returned to the Partnership
immediately. On February 28, 2006, the Bankruptcy Court ordered that a trial in the Adversary Proceedings shall commence on a date approximately thirty days after the Bankruptcy Court enters an order or stipulation determining a motion to
convert Refco Capital Markets Chapter 11 case to a case under the stockbroker liquidation provisions of Chapter 7 of the Bankruptcy Code. A preliminary ruling was issued on that motion on March 14, 2006 finding Refco Capital Markets to be
a stockbroker and therefore ineligible for Chapter 11 relief, but, at the request of the parties, the Bankruptcy Court deferred action on that motion, thereby allowing the parties an opportunity to pursue a potential global Chapter 11
plan for Refco Capital Markets and one or more other Refco entities. On or about June 29, 2006, a settlement agreement was reached by and among Refco Capital Markets, through its trustee in its Chapter 11 bankruptcy case, and certain customers
and other creditors of Refco Capital Markets (the Settlement Agreement). On or about July 20, 2006, the Partnership joined the Settlement Agreement, settling its claims in the Adversary Proceedings and agreeing to receive the same
rights and benefits, including the rights of distribution, as securities customers of Refco Capital Markets, while preserving its rights to pursue claims against Refco, LLC, as described below. The Bankruptcy Court approved the settlement at a
hearing held on September 14, 2006. At that hearing, a global settlement was announced that would resolve key disputes among all of the Refco entity bankruptcy estates. The Partnership is among many parties to the global



---

14



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)

---



settlement which is embodied in a disclosure statement and plan of reorganization filed by the Refco debtors at the end of the settlement hearing. The
Bankruptcy Court entered an order approving the disclosure statement on October 20, 2006 and confirmed the plan of reorganization at a hearing held December 15, 2006. Under the plan of reorganization, securities customers of Refco Capital
Markets are expected to receive approximately 88.7% (formerly the Partnership expected to receive only 85% but subsequent information has pushed the expected recovery to 88.7%) of the value of their securities claims. On or about December 27,
2006, approximately 53% of the value of those claims was distributed, and the Partnership received, $39,826,553, its pro rata share of that distribution, and has allocated it among all partners in the Partnership as of October 31, 2005, on a
pro-rata basis, with redeemed partners receiving cash distributions in January 2007. On or about March 29, 2007, an additional distribution of approximately 8% of the value of those claims was made, and the Partnership received $6,697,856, its
pro-rata share of that distribution, and has allocated it among all partners in the Partnership as of October 31, 2005, on a pro-rata basis, with redeemed partners receiving cash distributions. On or about June 7, 2007 and June 28,
2007, additional distributions of approximately 3.48% and 11.98% of the value of those claims were made, and the Partnership received $2,636,122 and $9,069,630, its pro-rata share, respectively, of each distribution, and has allocated such sum among
all partners in the Partnership as of October 31, 2005, on a pro-rata basis, with redeemed partners receiving cash distributions. On September 18, 2007 and September 19, 2007, the Partnership received cash distributions totaling
$1,322,919 and has allocated such sums among all partners in the Partnership as of October 31, 2005, on a pro-rata basis, with redeemed partners receiving cash distributions. Beeland Management anticipates that of the remaining 13.12% of the
value of its settled claims, 9.81% will be distributed during the fourth quarter of 2007 or the first quarter of 2008, however, due to the fact that certain assets still held by Refco Capital Markets are earning interest and that other assets have
yet to be finally valued and liquidated, it is not possible for the General Partner to determine at this time whether the final distribution(s) from Refco Capital Markets will be greater than or less than 13.12% of the value of such claims. Also
under the plan of reorganization, the Partnership will participate in recoveries from the Refco Capital Markets Litigation Trust formed to bring claims against third parties in the name of Refco Capital Markets. On the basis of discussions held with
the trustee overseeing the Litigation Trust, the General Partner believes that the Litigation Trust has viable meritorious claims against third parties and that there will be additional recoveries for the Partnership.

On November 25, 2005, Refco, LLC filed its petition for relief as a commodity broker under subchapter IV of Chapter 7 of the Bankruptcy Code. As the
Partnership stated in the Adversary Proceedings, the General Partner had specifically authorized and directed that the Partnership Assets be transferred to customer segregated accounts at Refco, LLC and that those assets were improperly diverted to
Refco Capital Markets. The Partnership filed an official proof of claim in the Refco, LLC case on July 12, 2006. On October 3, 2006, following a three day trial in late September, the Partnership agreed to settle its claims against Refco,
LLC and has received $6,227,819 in proceeds from that settlement, equal to approximately 8% of the value of the Partnerships claims against Refco Capital Markets, such proceeds were allocated among all partners in the Partnership as of
October 31, 2005 on a pro rata basis, with redeemed partners receiving cash distributions.

At September 30, 2007, approximately $9,760,963 of
Partnership assets involved in the Refco Capital Markets bankruptcy (approximately 13% of the value of the Partnerships claims against Refco Capital Markets) has yet to be recovered by the Partnership, inclusive of amounts yet to be
distributed by Refco Capital Markets and received by the Partnership in connection with the settlement described above. At December 31, 2006, the Partnership wrote down (and removed from the Partnerships books as an asset) $1,203,241 in
interest income attributable to Partnership assets held at Refco Capital Markets during the fourth quarter of 2005 and early 2006 ($387,652 and $815,589, respectively) pursuant to a determination of the Bankruptcy Court that such income was an asset
of the Refco capital Markets bankruptcy estate for the benefit of all securities customers as well as the Partnership. Interest receivable on the Partnerships Statement of Financial Condition at December 31, 2006 and interest income on
the Partnerships Statement of Operations for the year ended December 31, 2006 is net of the total amount of the write down.



---

15



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)

---



Management is unable at this time to estimate the loss or range of loss, if any, resulting from the
Refco Capital Markets bankruptcy and, accordingly, no provision has been made in the financial statements for any loss that may be incurred.

In addition, the Partnership has been named as a nominal defendant in two suits brought against the General Partner and certain individuals associated with the General Partner in connection with the transfer of Partnership assets to Refco
Capital Markets. Under certain circumstances, the General Partner, including its members and managing members, may be entitled to indemnification from the Partnership for costs incurred in connection with these suits. No provision has been made in
the financial statements for any potential indemnification.

Management is unable at this time to estimate the loss or range of loss, if
any, resulting from these litigation proceedings, and accordingly, no provision has been made in the financial statements for any losses or liability that may be incurred.



---

16



---

##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

INTRODUCTION

The Partnerships principle objective is to provide an alternative investment vehicle for
investors with diversified investment portfolios. The Partnerships trading is designed to replicate the positions which comprise the Rogers International Commodity Index. The Partnership invests and trades in a portfolio of commodity futures
and forward contracts. The Partnership invests and trades solely on the long side of the market. The General Partner manages all business of the Partnership.

CAPITAL RESOURCES

The Partnership will raise additional capital only through the sale of Units offered
pursuant to a continuing offering, although at September 30, 2007, the Partnership was not offering its Units, and does not intend to raise any capital through borrowing. Due to the nature of the Partnerships business, it will make no
capital expenditures and will have no capital assets which are not operating capital or assets.

LIQUIDITY

Most United States commodity exchanges limit fluctuations in futures contracts prices during a single day by regulations referred to as daily price
fluctuation limits or daily limits. During a single trading day, no trades may be executed at prices beyond the daily limit. This may affect the Partnerships ability to initiate new positions or close existing ones or may
prevent it from having orders executed during monthly rebalancing to maintain adherence to the Index. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent
the Partnership from effecting its monthly rebalancing in an orderly and timely manner and subject the Partnership to substantial losses, which could exceed the margin initially committed to such trades. In addition, even if futures prices have not
moved the daily limit, the Partnership may not be able to execute futures trades at favorable prices if little trading in such contracts is taking place.

Trading in forward or other over the counter contracts introduces a possible further impact on liquidity. Because such contracts are executed off exchange between private parties, the time required to
offset or unwind these positions may be greater than that for regulated instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

Other than these limitations on liquidity, which are inherent in the Partnerships trading operations, and the limitations on liquidity discussed
below, the Partnerships assets are expected to be highly liquid.

As described herein, Refco Capital Markets has yet to distribute
the remaining portion of the Refco Capital Markets bankruptcy settlement proceeds and the Partnership is entitled to participate in recoveries of the Refco Capital Markets Litigation Trust. Because Beeland Management currently does not have
sufficient information to determine whether or not the Partnership will sustain any loss on its assets still involved in Refco Capital Markets bankruptcy matters (or the amount of any such loss), the Partnership is able to provide only estimated
values for its Units. Nevertheless, the Partnership is currently continuing its operations tracking the Rogers International Commodity Index, at a 95% level and provides monthly special redemptions which allow limited partners to receive a portion
of the Partnerships assets attributable to their interests in the Partnership, with the balance of their redemption proceeds to be distributed once matters arising out of the Refco Capital Markets bankruptcy are finally resolved or Beeland
Management otherwise has sufficient information to accurately value the Units. Such redemption proceeds will reflect any losses incurred due to Refco Capital Markets bankruptcy as well as all expenses incurred in connection with recovering the
Partnerships assets from Refco Capital Markets.



---

17



---

##### Table of Contents

RESULTS OF OPERATIONS

The Partnerships net income or loss is directly related to changes in the value of the Index, which the Partnership is designed to replicate, and is not dependent on trading decisions made by the General Partner
apart from balancing positions to track the Index. In periods of general market inflation, the General Partner would expect the value of the Index to increase. The Partnerships performance may be negative in years when the Indexs
performance is positive due to fees charged.

The components of the Partnerships return are normally the gains and losses recognized
from the changes in futures market prices and the interest income earned on cash balances. The mechanics and rules of futures markets allow the Partnership to earn interest on between approximately 90% to 100% of its assets. The bankruptcy of Refco
Capital Markets will, however, have an impact on the actual return of the Partnership to investors. The magnitude of that impact cannot be accurately assessed as of the date of the filing of this Report.

At September 30, 2006, the Partnerships net assets were $102,058,710. Net income of $13,199,557 and withdrawals by Limited Partners of
$18,258,010 during the nine month period ending September 30, 2007 resulted in Partnership net assets of $95,011,964 at September 30, 2007. These net asset figures include approximately $76.8 million and $9.7 million, respectively, of
Partnership assets held at Refco Capital Markets or sought through litigation by the Litigation Trust, which may not be recovered in full by the Partnership and therefore are estimates only.



|                                    |  |                    |           |   |                    |   |             |                    |  |   |                    |   |  |   |            |  
|----------------------------------- |  | ------------------ | --------- | - | ------------------ | - | ----------- | ------------------ |  | - | ------------------ | - |  | - | ---------- | -
|                                    |  | 3 months ended     |           |   | 3 months ended     |   |             | 9 months ended     |  |   | 9 months ended     |  
|                                    |  | September 30, 2007 |           |   | September 30, 2006 |   |             | September 30, 2007 |  |   | September 30, 2006 |  
|Net Revenues                        |  |                    |           |   |                    |   |             |                    |  |   |                    |   |  |   |            |  
|Realized net trading gains (losses) |  | $                  | 4,579,317 |   |                    | $ | (10,563,582 | )                  |  | $ | 8,754,105          |   |  | $ | 1,061,035  |  
|Unrealized trading gains (losses)   |  |                    | 4,213,601 |   |                    |   | 1,692,615   |                    |  |   | 3,924,378          |   |  |   | (3,410,654 | )
|Interest income*                    |  |                    | 918,697   |   |                    |   | 371,273     |                    |  |   | 2,439,629          |   |  |   | 2,069,790  |  
|Commissions                         |  |                    | (48,267   | ) |                    |   | (49,685     | )                  |  |   | (175,446           | ) |  |   | (204,404   | )
|Foreign exchange gain (losses)      |  |                    | (685      | ) |                    |   | (4,047      | )                  |  |   | (1,674             | ) |  |   | (5,751     | )
|Total Net Revenues                  |  | $                  | 9,662,663 |   |                    | $ | (8,553,426  | )                  |  | $ | 14,940,992         |   |  | $ | (489,984   | )
|                                    |  |                    |           |  
|                                    |  | 3 months ended     |           |   | 3 months ended     |   |             | 9 months ended     |  |   | 9 months ended     |  
|                                    |  | September 30, 2007 |           |   | September 30, 2006 |   |             | September 30, 2007 |  |   | September 30, 2006 |  
|Operating Expenses                  |  |                    |           |   |                    |   |             |                    |  |   |                    |   |  |   |            |  
|Management fees                     |  | $                  | 209,595   |   |                    | $ | 223,635     |                    |  | $ | 639,703            |   |  | $ | 669,988    |  
|Administrative fees                 |  |                    | 384,397   |   |                    |   | 617,896     |                    |  |   | 1,101,732          |   |  |   | 1,551,920  |  
|Total Operating Expenses            |  | $                  | 593,992   |   |                    | $ | 841,531     |                    |  | $ | 1,741,435          |   |  | $ | 2,221,908  |  
|Net Income (Loss)                   |  | $                  | 9,068,671 |   |                    | $ | (9,394,957  | )                  |  | $ | 13,199,557         |   |  | $ | (2,711,892 | )

---

|* | Interest income for September 30, 2006 reflects approximately $815,589 of interest income that was written down as of December 31, 2006.
|- | ----------------------------------------------------------------------------------------------------------------------------------------

The Partnerships net income is generally directly related to the performance of the Index, which the Partnership is designed to replicate. For the
three months ended September 30, 2007 and 2006, Index performance was +11.47% and -8.91%, respectively. For the nine months ended September 30, 2007 and 2006, Index performance was +19.34% and -0.24%, respectively.

The Partnership trades pursuant to a series of rules which generate trading instructions which generally produce a return for the Partnership which
reflects changes in the Index plus or minus 1.8% on an annual basis before fees and expenses applicable to the Partnership. During the three month and nine month period ending September 30, 2006, other than these adjustments made due to the
unavailability of Partnership assets held at Refco Capital Markets there were no changes to the Partnerships trading program that would result in a material deviation from expected tracking error. The Partnership traded at a
reduced level of exposure to the Index, 80%, and commencing on or about January 1, 2007, increased its exposure from 80% to 90% and, commencing on September 1, 2007, from 90% to 95%.



---

18



---

##### Table of Contents

The Partnership pays various fees and expenses on a continuing basis which include management fees,
subscription fees, and brokerage commission and transaction fees.

OFF-BALANCE SHEET RISK

The term off-balance sheet risk refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may
result in future obligation or loss. The Partnership trades primarily in futures and forward contracts and may therefore become a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these
contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the open positions
of the Partnership at the same time, the Partnership could experience substantial losses.

In addition to market risk, in entering into
futures, forward, or other over the counter contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Partnership. The counterparty for futures contracts traded in the United States and on most foreign
exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their
members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.
In off-exchange transactions, traders must rely solely on the credit of their counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may require collateral in
the over-the-counter markets.

CRITICAL ACCOUNTING POLICIES  VALUATION OF THE PARTNERSHIPS POSITIONS

The General Partner believes that the accounting policies that are most critical to the Partnerships financial condition and results of operations
relate to the valuation of the Partnerships positions. The majority of the Partnerships positions are exchange-traded futures contracts, which are valued daily at settlement prices published by the exchanges. Any spot or forward foreign
currency contracts held by the Partnership are also valued at published daily settlement prices or at dealers quotes. Thus, the General Partner expects that under normal circumstances substantially all of the Partnerships assets will be
valued on a daily basis using objective measures.

OFF-BALANCE SHEET ARRANGEMENTS

The Partnership does not engage in off-balance sheet arrangements with other entities.

CONTRACTUAL OBLIGATIONS

The Partnership does not enter into any contractual obligations or
commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources. The Partnerships sole business is trading futures, forward, and other over the
counter contracts. All such contracts are settled by offset, not delivery. The Partnerships Financial Statements, included in this report, present an unaudited Schedule of Investments setting forth unrealized gain and unrealized loss on the
Partnerships open futures contracts at September 30, 2007 and December 31, 2006.



---

19



---

##### Table of Contents

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

INTRODUCTION

The Partnership is a speculative index fund designed to replicate the composition of a commodity index. The market sensitive instruments
held by it are acquired for speculative purposes, and all or a substantial amount of the Partnerships assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not
incidental, to the Partnerships main line of business.

Market movements can produce frequent changes in the fair market value of the
Partnerships open positions and, consequently, in its earnings and cash flow. The Partnerships market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price
levels, the market value of financial instruments and contracts, the diversification effects among the Partnerships open positions and the liquidity of the markets in which it trades.

Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnerships speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnerships experience to date (i.e., risk of ruin). In light of this, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this
section should not be considered to constitute any assurance or representation that the Partnerships losses in any market sector will be limited to Value at Risk or by the Partnerships attempts to manage its market risk.

Standard of Materiality

Materiality as used in this
section, Quantitative and Qualitative Disclosures about Market Risk, is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier
features of the Partnerships market sensitive instruments.

QUANTIFYING THE PARTNERSHIPS TRADING VALUE AT RISK

Quantitative Forward-Looking Statements

The following
quantitative disclosures regarding the Partnerships market risk exposures contain forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities
Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for
purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period).

The Partnerships risk exposure in the various market sectors traded by the Partnership is quantified below in terms of Value at Risk. Exchange
maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed 95-99% of the maximum one-day losses at fair value of any given contract
incurred during the time period over which historical price fluctuations are researched for purposes of establishing margin levels. The maintenance margin levels are established by exchanges using historical price studies as well as an assessment of
current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.



---

20



---

##### Table of Contents

THE PARTNERSHIPS TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS

The following table indicates the trading Value at Risk associated with the Partnerships open positions by market category as of September 30,
2007. Percent of Net Assets figures shown below for 2007 are based in part on Partnership assets held at Refco Capital Markets or sought through Litigation by the Litigation Trust and, accordingly, are estimates only. It is unknown whether or not
the Partnership will sustain a loss on its assets involved in the Refco Capital Markets bankruptcy or the amount of any such loss.



|              |  |               |           |                       |      
|------------- |  | ------------- | --------- | --------------------- | -----
|Market Sector |  | Value at Risk |           | Percent of Net Assets
|Agricultural  |  | $             | 1,330,728 |                       | 1.40%
|Metals        |  | $             | 1,269,527 |                       | 1.34%
|Energy        |  | $             | 1,852,504 |                       | 1.95%
|TOTAL:        |  | $             | 4,452,759 |                       | 4.69%

The following table indicates the trading Value at Risk associated with the Partnerships
open positions by market category as of December 31, 2006. Percent of Net Assets figures shown below for 2006 are based in part on Partnership assets held at Refco Capital Markets [or sought through Litigation by the Litigation Trust] and,
accordingly, are estimates only. It is unknown whether or not the Partnership will sustain a loss on its assets involved in the Refco Capital Markets bankruptcy or the amount of any such loss.



|              |  |               |           |                       |      
|------------- |  | ------------- | --------- | --------------------- | -----
|Market Sector |  | Value at Risk |           | Percent of Net Assets
|Agricultural  |  | $             | 1,269,264 |                       | 1.27%
|Metals        |  | $             | 1,512,509 |                       | 1.51%
|Energy        |  | $             | 2,095,131 |                       | 2.09%
|TOTAL:        |  | $             | 4,876,904 |                       | 4.87%

MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK

The face value of the market sector instruments held by the Partnership may typically be many times the applicable maintenance margin requirement
(maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as potentially in excess of the capitalization of the Partnership, although the Partnership generally is not leveraged in that it
takes or maintains positions, upon each rebalancing, approximately equal to its capitalization. The magnitude of the Partnerships open positions could create a risk of ruin not typically found in most other investment vehicles.
Because of the size of its positions, certain market conditions  unusual, but historically recurring from time to time  could cause the Partnership to incur severe losses over a short period of time. The Value at Risk tables  as
well as the past performance of the Partnership  give no indication of this risk of ruin.

NON-TRADING RISK

The Partnership may experience non-trading market risk on any foreign cash balances not needed for margin. However, these balances (as well as the market
risk they represent) are expected to be immaterial. The Partnership also may have non-trading market risk as a result of investing in U.S. government obligations. The market risk represented by these investments is expected to be immaterial.

The Partnership has substantial exposure to loss due to the bankruptcy of Refco Capital Markets as a significant portion of the settlement
proceeds due the Partnership have not been distributed and are currently held at Refco Capital Markets, although Beeland Management anticipates that a significant percentage of the settlement



---

21



---

##### Table of Contents

proceeds due the Partnership will be distributed during the fourth quarter of 2007 or in early 2008. Additionally, the Partnership is seeking, through
participation in the Refco Capital Markets Litigation Trust, to recover the difference between the amount of Partnership assets initially involved in the Refco Capital Markets bankruptcy and the amount it receives from its settlements with Refco
Capital Markets and Refco LLC. The Refco Capital Markets Litigation Trust has commenced several actions seeking damages in excess of $2 billion and other relief, and Beeland Management believes, on the basis of information received from the Trustee
overseeing the Litigation Trust, that the Litigation Trust has viable meritorious claims against the defendant parties in these actions. However, there can be no assurance that any such litigation will be successful or that the Partnership will not
incur a substantial loss of assets due to the Refco Capital Markets bankruptcy.

QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES

The following qualitative disclosures regarding the Partnerships market risk exposures  except for those disclosures that are
statements of historical fact  constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnerships primary market risk exposures are
subject to numerous uncertainties, contingencies and risks. Government interventions, defaults and expropriations, illiquid markets, political upheavals, changes in historical price relationships, an influx of new market participants, increased
regulation and many other factors could result in material losses as well as in material changes to the risk exposures of the Partnership. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the Partnership as of September 30, 2007 by market sector.

Energy. The Partnerships primary energy market exposure is to crude oil pricing movements, often resulting from political developments in
the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Metals. The Partnerships primary metal market exposure is to fluctuations in the price of aluminum, copper, gold, silver and zinc. Each of these metals is subject to substantial pricing fluctuations based
on international supply and demand.

Agricultural. The Partnerships primary commodities exposure is to agricultural pricing
movements in wheat, corn, soybeans, cotton, and coffee. Each of these are often directly affected by severe or unexpected weather conditions or by the level of import and export activity between countries.

QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE

Other than as described in Item 1 above, and elsewhere in this Report with respect to the bankruptcy of Refco Capital Markets, the Partnership is unaware of any (i) anticipated known demands, commitments or capital expenditures;
(ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations. The Refco Capital Markets bankruptcy has limited the liquidity in the Partnership
and has had an impact on investors ability to redeem their investments in full. The full extent of the impact of the Refco Capital Markets bankruptcy on the Partnerships operations cannot be accurately assessed as of the date of the
filing of this Report. From time to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Partnership generally will use a small percentage of assets as margin, and otherwise does not
leverage its market exposures, the Partnership does not believe that any increase in margin requirements, as proposed, will have a material effect on the Partnerships operations.

QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE

Because the Partnership is designed to
replicate the composition of a commodity index, the General Partner adjusts the Partnerships portfolio only as necessary to accommodate expirations in particular commodity futures contracts and to adjust overall position size for changes
resulting from subscriptions and redemptions to the



---

22



---

##### Table of Contents

Partnership. The General Partner might also initiate an adjustment to reflect a change in the commodity index itself. Except as may be involved in these
situations, the General Partner has no discretion over the positions the Partnership maintains. Consequently, the General Partner does not apply risk management techniques in its trading decisions as such decisions depend largely on factors such as
contract expiration and the level of investor participation in the Partnership which are exogenous to market prices. The Partnership initiates positions only on the long side of the market and does not employ stop-loss
techniques. The foregoing notwithstanding, beginning in November 2005, the Partnership began tracking the Rogers International Commodity Index at an 80% level to avoid or mitigate any over exposure to the Index as a result of possible outcomes of
the Refco Capital Markets bankruptcy. Effective January 1, 2007, the Partnership began tracking the Index at a 90% level, and effective September 1, 2007, the Partnership began tracking the Index at a 95% level.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Beeland Management Company,
L.L.C., the general partner of the Partnership, with the participation of the principal executive officer and principal financial officer of the General Partner, has evaluated the effectiveness of the design and operation of its disclosure controls
and procedures with respect to the Partnership as of the end of the quarterly period for which this Report on Form 10-Q is being filed and, based on such evaluation, has concluded that these disclosure controls and procedures are effective. There
have been no significant changes in the General Partners internal controls with respect to the Partnership or in other factors applicable to the Partnership that could materially affect these controls subsequent to the date of their
evaluation.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Not applicable.



---

23



---

##### Table of Contents

PART II-OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

As previously reported by the
Partnership, on October 24, 2005, the Partnership, along with the Rogers Raw Materials Fund, L.P., commenced an Adversary Proceeding in the United States Bankruptcy Court for the Southern District of New York against Refco Capital Markets. The
complaint alleged that Refco Capital Markets wrongfully and fraudulently obtained possession of Partnership assets and that such assets are Partnership property, not the property of Refco Capital Markets bankruptcy estate, and requested that
the Court enter judgment requiring that property to be returned to the Partnership immediately. On or about June 29, 2006, a settlement agreement was reached by and among Refco Capital Markets, through its trustee in its Chapter 11 bankruptcy
case, and certain customers and other creditors of Refco Capital Markets (the Settlement Agreement). On or about July 20, 2006, the Partnership joined the Settlement Agreement, settling its claims in the Adversary Proceedings and
agreeing to receive the same rights and benefits, including the rights of distribution, as securities customers of Refco Capital Markets, while preserving its rights to pursue claims against Refco, LLC, as described below. The Bankruptcy Court
approved the settlement at a hearing held on September 14, 2006. At that hearing, a global settlement was announced that would resolve key disputes among all of the Refco entity bankruptcy estates. The Partnership is among many parties to the
global settlement which is embodied in a disclosure statement and plan of reorganization filed by the Refco debtors at the end of the settlement hearing. The Bankruptcy Court entered an order approving the disclosure statement on October 20,
2006 and confirmed the plan of reorganization at a hearing held December 15, 2006. Under the plan of reorganization, securities customers of Refco Capital Markets are expected to receive approximately 88.7% (formerly the Partnership expected to
receive only 85% but information has pushed the expected recovery to 88.7%) of the value of their securities claims. The Partnership has received the settlement distributions described above in Part I of this report.

On November 25, 2005, Refco LLC filed its petition for relief as a commodity broker under subchapter IV of Chapter 7 of the Bankruptcy Code. The
Partnership filed an official proof of claim in the Refco, LLC case on July 12, 2006. On October 3, 2006, following a three day trial in late September, the Partnership agreed to settle its claims against Refco, LLC and has received
payment in connection with the settlement.

Beeland Management Company, L.L.C., Walter Thomas Price III, James Beeland Rogers, Jr., Robert
Mercorella and Allen Goodman have been named as defendants, and the Partnership as a nominal defendant, in a class and derivative action filed in the United States District Court for the Southern District of New York by Connie M. Watkins and John V.
Watkins. The complaint alleges that the defendants breached their fiduciary obligations to the Partnership in causing or allowing the transfer of Partnership assets to Refco Capital Markets and seeks judgment and other relief declaring defendants
responsible for the loss of any Partnership assets, or, alternatively, compensatory damages in an unspecified amount, plaintiffs costs and attorneys fees and other relief. Following several status hearings, the Court set a date of
April 2, 2007 for plaintiffs to file any further amendments to their complaint, and May 15, 2007 for defendants to respond to the amended complaint. On April 9, 2007, this case was stayed at plaintiffs request pending the
resolution of personal jurisdiction issues in the Lane case filed in the Circuit Court of Cook County.

Beeland Management Company, L.L.C.,
Walter Thomas Price III, Allen D. Goodman and James Beeland Rogers, Jr. have been named as defendants, and the Partnership as a nominal defendant, in a class action and derivative action filed in the United States District Court for the Northern
District of Illinois by Steven L. Lane and Pamela I. Lane, as Trustees of the Lane Family Trust dated April 10, 2001. The complaint alleges that the defendants breached their fiduciary duties to the Partnership in the management of the
Partnership and were negligent in connection with the transfer of Partnership assets to Refco Capital Markets and seeks judgment for damages in an unspecified amount, costs and attorneys fees and class certification of the Partnerships
limited partners. Following defendants motion to dismiss, plaintiffs voluntarily withdrew their complaint from federal court and filed a similar complaint in the Law Division of the Circuit Court of Cook County, Illinois. Walter Thomas Price
was not named as a defendant in this state court complaint. Defendants successfully moved to have the case reassigned to the Chancery Division of the Circuit Court of Cook County, Illinois. Defendants also filed a motion to stay this matter in light
of the Watkins case pending in the Southern District of New York. On March 1, 2007, the Court granted plaintiffs certain discovery related to personal jurisdiction over defendant James Rogers in



---

24



---

##### Table of Contents

this matter. On June 1, 2007, plaintiffs filed a consolidated amended complaint in which the Watkins joined as plaintiffs and added additional breach of
fiduciary duty allocations and related claims. A status hearing is scheduled for January 9, 2008.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have been no material changes from the
risk factors as previously disclosed in the Partnerships Form 10-K.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------

(c) Pursuant to the Partnerships Limited Partnership Agreement, investors may redeem their units at the end of each calendar month at the then current month-end net asset value per unit. The redemption of units has no impact on the
value of units that remain outstanding, and units are not reissued once redeemed.

The following tables summarize the redemptions by
investors during the three months ended September 30, 2007:



|                   |  |                 |  |                   |       
|------------------ |  | --------------- |  | ----------------- | ------
|Month:             |  | Units Redeemed: |  | NAV per Unit ($):
|July 30, 2007      |  | 12,980          |  | $                 | 201.58
|August 31, 2007    |  | 10,158          |  | $                 | 196.32
|September 30, 2007 |  | 7,677           |  | $                 | 213.32

The Redemption Date Net Asset Values per Unit during the third quarter of 2007 are estimates only
and do not reflect any possible impact of Refco Capital Markets bankruptcy on the financial position of the Partnership. Because Refco Capital Markets, which currently holds a portion of the Partnerships assets, is under bankruptcy court
protection, and the Partnership is otherwise seeking recoveries through participation in the Litigation Trust, it is unknown whether the Partnership will sustain a loss on its assets involved in the Refco Capital Markets bankruptcy or the amount of
any such loss. Consequently, it is not possible to provide final Partnership Net Asset Value information for the third quarter of 2007 or until matters arising out of the Refco Capital Markets bankruptcy are finally resolved. The actual redemption
amount of Units redeemed after September 30, 2005 will reflect any losses due to Refco Capital Markets bankruptcy as well as all expenses incurred in connection with recovering Partnership assets from Refco Capital Markets, whether such
losses or expenses were incurred before or after the effective date of a post September 30, 2005 redemption date.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

Not applicable.



|ITEM 4. | SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | -----------------------------------------------------

None



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None



|ITEM 6. | EXHIBITS
|------- | --------

To be filed by amendment



---

25



---

##### Table of Contents

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 by the undersigned thereunto duly authorized on November 14, 2007.



ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.(Registrant)By:

Beeland Management Company, L.L.C. General PartnerBy:

/s/Walter Thomas Price IIIWalter Thomas Price IIIManaging MemberBy:

/s/ Allen D. GoodmanAllen D. GoodmanManaging Member(Principal Financial and Accounting Officer)




---

26