##### 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 March 31, 2009

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    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   |  |  ̈ |  | Smaller Reporting Company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x









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##### Table of Contents

PART I  FINANCIAL INFORMATION



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

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, 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 85% of the value of their securities claims. As of March 31, 2009, approximately 92.24% of the value
of those claims has been distributed in multiple distributions, and the Partnership has received $69,416,211, its pro rata share of the distributions, and has allocated them among all partners in the Partnership on a pro-rata basis, with redeemed
partners receiving cash distributions. Also, under the plan of reorganization, the Partnership will participate in any recoveries from a Refco Capital Markets Litigation Trust, formed to bring claims against third parties in the name of Refco
Capital Markets, above and beyond amounts received under the settlement with Refco Capital Markets itself.

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 Commodity Broker Liquidation Provisions). Congress enacted the Commodity Broker Liquidation Provisions to provide
specified Chapter 7 priorities and other protections for customers of commodity brokers such as Refco, LLC. 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 8.28% 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.

The 2008 and 2009 financial information set forth herein is estimated and unaudited. The audit of the Partnerships financial statements for 2008
has commenced but is not expected to be final until after mid-June 2009. No subscriptions or redemptions will be or have been made on the basis of the estimated values provided in the statements below, which do not reflect any possible losses due to
Refco Capital Markets bankruptcy. Please see the notes accompanying the Partnerships financial statements.





2



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##### Table of Contents

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 March 31, 2009 (unaudited) and December 31, 2008
(unaudited)                             |  | 4    
|                                                                                                                                 | 
|Schedules of Investments as of March 31, 2009 (unaudited) and December 31, 2008 (unaudited)                                      |  | 5-6  
|                                                                                                                                 | 
|Statements of Operations for the Three Months Ended March 31, 2009 (unaudited) and March 31, 2008
(unaudited)                    |  | 7    
|                                                                                                                                 | 
|Statements of Changes in Partners Capital for the Three Months Ended March 31, 2009 (unaudited) and March 
31, 2008 (unaudited) |  | 8    
|                                                                                                                                 | 
|Financial Highlights for the Three Months Ended March 31, 2009 (unaudited) and March 31, 2008 (unaudited)                        |  | 9    
|                                                                                                                                 | 
|Notes to Financial Statements (unaudited)                                                                                        |  | 10-16





3



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##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Financial Condition as of March 31, 2009 (unaudited) and December 31, 2008 (unaudited)





|                                                        |  |                      |            |                       |   |           
|------------------------------------------------------- |  | -------------------- | ---------- | --------------------- | - | ----------
|                                                        |  | 3/31/2009(unaudited) |            | 12/31/2008(unaudited)
|ASSETS                                                  |  |                      |            |                       |   |           
|Cash at bank                                            |  | $                    | 34,228,284 |                       | $ | 28,667,731
|Cash at brokers                                         |  |                      | 9,089,728  |                       |   | 12,960,253
|Investments in US Government obligations                |  |                      |           |                       |   | 8,020,815 
|Unrealized net trading gains on open futures contracts  |  |                      | 1,554,372  |                       |   |          
|Interest receivable                                     |  |                      | 432        |                       |   | 85,464    
|Other receivable                                        |  |                      | 32,048     |                       |   |          
|                                                        |  |                      |            |                       |   |           
|                                                        |  |                     
|Total Assets                                            |  | $                    | 44,904,864 |                       | $ | 49,734,263
|                                                        |  |                      |            |                       |   |           
|                                                        |  |                     
|LIABILITIES                                             |  |                      |            |                       |   |           
|                                                        |  |                     
|Commissions payable                                     |  | $                    | 7,428      |                       | $ | 8,856     
|Unrealized net trading losses on open futures contracts |  |                      |           |                       |   | 844,438   
|Accrued management fees  General Partner               |  |                      | 34,872     |                       |   | 42,936    
|Administrative fees payable                             |  |                      | 472,066    |                       |   | 499,145   
|Redemptions payable                                     |  |                      | 797,689    |                       |   | 1,438,811 
|                                                        |  |                      |            |                       |   |           
|                                                        |  |                     
|Total Liabilities                                       |  |                      | 1,312,055  |                       |   | 2,834,186 
|                                                        |  |                      |            |                       |   |           
|                                                        |  |                     
|PARTNERS CAPITAL                                       |  |                      |            |                       |   |           
|                                                        |  |                     
|Partners Capital                                       |  |                      | 43,592,809 |                       |   | 46,900,077
|                                                        |  |                      |            |                       |   |           
|                                                        |  |                     
|Total Liabilities and Partners Capital                 |  | $                    | 44,904,864 |                       | $ | 49,734,263
|                                                        |  |                      |            |                       |   |           





See accompanying
notes to financial statements.

4



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##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of March 31, 2009 (unaudited)



Open Futures Contracts:



|                                                       |  |                    |  |             |           |                             |      |  
|------------------------------------------------------ |  | ------------------ |  | ----------- | --------- | --------------------------- | ---- | -
|                                                       |  | Number ofContracts |  | MarketValue |           | Percent of PartnersCapital |     
|Unrealized gains (98.77% US based)                     |  |                    |  |             |           |                             |      |  
|Energy                                                 |  | 229                |  | $           | 911,826   |                             | 2.09 | %
|Metals                                                 |  | 478                |  |             | 850,089   |                             | 1.95 |  
|Agricultural                                           |  | 537                |  |             | 247,921   |                             | 0.57 |  
|                                                       |  |                    |  |             |           |                             |      |  
|                                                       |  | 852                |  |             | 2,009,836 |                             | 4.61 | %
|                                                       |  |                    |  |             |           |                             |      |  
|                                                       |  |                    | 
|Unrealized losses (99.52% US based)                    |  |                    |  |             |           |                             |      |  
|Energy                                                 |  | 37                 |  |             | 82,785    |                             | 0.19 | %
|Metals                                                 |  | 258                |  |             | 225,477   |                             | 0.52 |  
|Agricultural                                           |  | 193                |  |             | 147,202   |                             | 0.34 |  
|                                                       |  |                    |  |             |           |                             |      |  
|                                                       |  | 1,790              |  | $           | 455,464   |                             | 1.05 | %
|                                                       |  |                    |  |             |           |                             |      |  
|                                                       |  |                    | 
|Unrealized net trading gains on open futures contracts |  |                    |  | $           | 1,554,372 |                             |      |  
|                                                       |  |                    |  |             |           |                             |      |  





See accompanying
notes to financial statements.

5



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##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of December 31, 2008 (unaudited)





|                                                                              |  |             |           |                             |       |  
|----------------------------------------------------------------------------- |  | ----------- | --------- | --------------------------- | ----- | -
|                                                                              |  | MarketValue |           | Percent of PartnersCapital |      
|US Government Sponsored Institutions: (total cost$8,013,065)                 |  |             |           |                             |       |  
|                                                                              |  |            
|US Treasury Notes Series D due 1/15/2009 at 3.250%principal amount $3,000,000 |  |             | 3,002,940 |                             | 6.40  |  
|US Treasury Notes Series W due 2/28/2009 at 4.750%principal amount $2,500,000 |  |             | 2,517,875 |                             | 5.37  |  
|US Treasury Bills due 1/22/2009principal amount $2,500,000                    |  |             | 2,500,000 |                             | 5.33  |  
|                                                                              |  |             |           |                             |       |  
|                                                                              |  | $           | 8,020,815 |                             | 17.10 | %
|                                                                              |  |             |           |                             |       |  

Open Futures Contracts:



|                                                       |  |                    |  |             |           |   |                             |      |  
|------------------------------------------------------ |  | ------------------ |  | ----------- | --------- | - | --------------------------- | ---- | -
|                                                       |  | Number ofContracts |  | MarketValue |           |   | Percent of PartnersCapital |     
|Unrealized gains (97.45% US based)                     |  |                    |  |             |           |   |                             |      |  
|Energy                                                 |  | 271                |  | $           | 1,175,806 |   |                             | 2.51 | %
|Metals                                                 |  | 216                |  |             | 511,973   |   |                             | 1.09 |  
|Agricultural                                           |  | 429                |  |             | 788,204   |   |                             | 1.68 |  
|                                                       |  |                    |  |             |           |   |                             |      |  
|                                                       |  | 916                |  | $           | 2,475,983 |   |                             | 5.28 | %
|                                                       |  |                    |  |             |           |   |                             |      |  
|                                                       |  |                    | 
|Unrealized losses (99.25% US based)                    |  |                    |  |             |           |   |                             |      |  
|Energy                                                 |  | 154                |  | $           | 719,764   |   |                             | 1.53 | %
|Metals                                                 |  | 315                |  |             | 2,127,244 |   |                             | 4.54 |  
|Agricultural                                           |  | 213                |  |             | 473,413   |   |                             | 1.01 |  
|                                                       |  |                    |  |             |           |   |                             |      |  
|                                                       |  | 864                |  | $           | 3,320,421 |   |                             | 7.08 | %
|                                                       |  |                    |  |             |           |   |                             |      |  
|                                                       |  |                    | 
|Unrealized net trading gains on open futures contracts |  |                    |  | $           | (844,438  | ) |                             |      |  
|                                                       |  |                    |  |             |           |   |                             |      |  





See accompanying
notes to financial statements.

6



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##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Operations for the Three Months Ended March 31, 2009 (unaudited) and March 31, 2008 (unaudited)





|                                                              |  |                        |            |   |                        |   |            |  
|------------------------------------------------------------- |  | ---------------------- | ---------- | - | ---------------------- | - | ---------- | -
|                                                              |  | 3 monthsended3/31/2009 |            |   | 3 monthsended3/31/2008 |  
|Trading gains (losses):                                       |  |                        |            |   |                        |   |            |  
|Realized net trading gains (losses)  commodities             |  | $                      | (4,506,042 | ) |                        | $ | 10,348,082 |  
|Realized (losses) on securities                               |  |                        | (55,479    | ) |                        |   | 404,275    |  
|Change in unrealized net trading gains (losses)  commodities |  |                        | 2,398,810  |   |                        |   | (1,904,875 | )
|Change in unrealized gains (losses) on securities             |  |                        | (7,750     | ) |                        |   | 115,849    |  
|Foreign exchange (losses)                                     |  |                        |           |   |                        |   |           |  
|Commissions                                                   |  |                        | (35,928    | ) |                        |   | (56,060    | )
|                                                              |  |                        |            |   |                        |   |            |  
|Net gains from trading activities                             |  |                        | (2,206,389 | ) |                        |   | 8,909,271  |  
|                                                              |  |                        |            |   |                        |   |            |  
|                                                              |  |                       
|Investment income:                                            |  |                        |            |   |                        |   |            |  
|Interest income  US Government obligations                   |  |                        | 102,838    |   |                        |   | 775,331    |  
|Interest income  Other                                       |  |                        | 24,079     |   |                        |   | 121,674    |  
|                                                              |  |                        |            |   |                        |   |            |  
|                                                              |  |                        | 126,917    |   |                        |   | 897,005    |  
|                                                              |  |                        |            |   |                        |   |            |  
|                                                              |  |                       
|Expenses:                                                     |  |                        |            |   |                        |   |            |  
|Management fees  General Partner                             |  |                        | 110,557    |   |                        |   | 258,200    |  
|Administrative fees                                           |  |                        | 192,765    |   |                        |   | 394,593    |  
|                                                              |  |                        |            |   |                        |   |            |  
|                                                              |  |                        | 303,322    |   |                        |   | 652,793    |  
|                                                              |  |                        |            |   |                        |   |            |  
|                                                              |  |                       
|Net investment income                                         |  |                        | 176,404    |   |                        |   | 244,212    |  
|                                                              |  |                        |            |   |                        |   |            |  
|                                                              |  |                       
|Net income (loss)                                             |  | $                      | (2,382,794 | ) |                        | $ | 9,153,483  |  
|                                                              |  |                        |            |   |                        |   |            |  





See accompanying
notes to financial statements.

7



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##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Changes in Partners Capital for the Three Months Ended March 31, 2009 (unaudited) and March 31, 2008 (unaudited)





|                                         |  |                      |            |   |                      |   |             |  
|---------------------------------------- |  | -------------------- | ---------- | - | -------------------- | - | ----------- | -
|                                         |  | 3 monthsended3/31/09 |            |   | 3 monthsended3/31/08 |  
|Partners Capital at beginning of period |  | $                    | 46,900,077 |   |                      | $ | 98,140,029  |  
|                                         |  |                     
|Contributions                            |  |                      |           |   |                      |   |            |  
|                                         |  |                     
|Net income                               |  |                      | (2,382,794 | ) |                      |   | 9,153,483   |  
|                                         |  |                     
|Withdrawals                              |  |                      | (924,475   | ) |                      |   | (2,852,582  | )
|                                         |  |                      |            |   |                      |   |             |  
|                                         |  |                     
|Partners Capital at end of period       |  | $                    | 43,592,808 |   |                      | $ | 104,440,930 |  
|                                         |  |                      |            |   |                      |   |             |  
|                                         |  |                     
|Per unit data                            |  | 03/31/09             |            |   | 03/31/08             |  
|Net asset value                          |  | $                    | 124.28     |   |                      | $ | 251.72      |  
|                                         |  |                      |            |   |                      |   |             |  
|                                         |  |                     
|Units outstanding                        |  |                      | 350,749    |   |                      |   | 414,901     |  
|                                         |  |                      |            |   |                      |   |             |  





See accompanying
notes to financial statements.

8



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##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Financial Highlights for the Three Months Ended March 31, 2009 (unaudited) and March 31, 2008 (unaudited)



Per Unit Performance



|                                                                   |  |                        |        |    |                        |   |        |  
|------------------------------------------------------------------ |  | ---------------------- | ------ | -- | ---------------------- | - | ------ | -
|                                                                   |  | 3 monthsended3/31/2009 |        |    | 3 monthsended3/31/2008 |  
|Net asset Value per unit at the beginning of the period            |  | $                      | 130.90 |    |                        | $ | 230.21 |  
|Income                                                             |  |                        |        |    |                        |   |        |  
|Net Trading Gains (Losses)                                         |  |                        | (6.12  | )  |                        |   | 20.93  |  
|Investment Income                                                  |  |                        |        |    |                        |   |        |  
|Interest Income                                                    |  |                        | 0.36   |    |                        |   | 2.13   |  
|                                                                   |  |                       
|Expenses                                                           |  |                        | (0.86  | )  |                        |   | (1.55  | )
|                                                                   |  |                        |        |    |                        |   |        |  
|                                                                   |  |                       
|Net investment income                                              |  |                        | (0.50  | )  |                        |   | 0.58   |  
|                                                                   |  |                        |        |    |                        |   |        |  
|Net income per Unit                                                |  |                        | (6.62  | )  |                        |   | 21.51  |  
|                                                                   |  |                        |        |    |                        |   |        |  
|Net Asset Value at the end of the period                           |  | $                      | 124.28 |    |                        | $ | 251.72 |  
|                                                                   |  |                        |        |    |                        |   |        |  
|                                                                   |  |                       
|                                                                   |  | 3 monthsended3/31/2009 |        |    | 3 monthsended3/31/2008 |  
|Ratio of Net Investment Income (Loss) to Average Partners Capital |  |                        | (0.40  | )% |                        |   | 0.24   | %
|                                                                   |  |                       
|Ratio of Expenses to Average Partners Capital                     |  |                        | 0.69   | %  |                        |   | 0.59   | %
|                                                                   |  |                       
|Total Return                                                       |  |                        | (5.06  | )% |                        |   | 1.69   | %

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.

9



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##### 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 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 months ended March 31, 2009 and 2008 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.





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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 the trading decisions of the Partnership.

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).

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, 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 will be 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.





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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:



|                                  |  |                    |         |         |   |        
|--------------------------------- |  | ------------------ | ------- | ------- | - | -------
|                                  |  | Three months ended
|                                  |  | 3/31/09            |         | 3/31/08
|Management fees  General Partner |  | $                  | 110,557 |         | $ | 258,200
|Selling fees  Uhlmann            |  |                    |        |         |   |       

Note 3. Recent Account Pronouncements:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (SFAS 161), Disclosures about Derivative Instruments and
Hedging Activities. SFAS 161 amends and expands the disclosure requirements of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, to provide users of financial statements with an enhanced understanding of the use
of derivative instruments, financial performance, and cash flows. This Statement requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses
on agreements. SFAS 161 is effective for financial statements issued for the Partnerships first fiscal year beginning after November 15, 2008. The Partnership adopted the provisions of SFAS 161 effective January 1, 2009.

The Partnerships business is speculative trading of futures contracts, options on futures contracts and physical commodities and
other commodity-related contracts traded primarily on domestic markets pursuant to the trading and investment methodology of the General Partner. The Partnership does not designate any derivative instruments as hedging instruments under SFAS
133.

The following tables summarize quantitative information required by SFAS 161:

Derivatives not designated as hedging instruments under SFAS 133



|                       |  |                                  |  |            |           |                                      |                                  |            |   |         |  |   |          
|---------------------- |  | -------------------------------- |  | ---------- | --------- | ------------------------------------ | -------------------------------- | ---------- | - | ------- |  | - | ---------
|                       |  | Asset Derivatives March 31, 2009 |  |            |           | Liability Derivatives March 31, 2009 |                                  |            |   |        
|                       |  | Balance Sheet Location           |  | Fair Value |           | Balance Sheet Location               |                                  | Fair Value |   | Net    
|                       |  |                                  |  |            |          
|Agricultural contracts |  | Equity in broker trading account |  | $          | 247,921   |                                      | Equity in broker trading account |            | $ | 147,202 |  | $ | 100,719  
|Energy contracts       |  | Equity in broker trading account |  |            | 911,826   |                                      | Equity in broker trading account |            |   | 82,785  |  |   | 829,041  
|Metals contracts       |  | Equity in broker trading account |  |            | 850,089   |                                      | Equity in broker trading account |            |   | 225,477 |  |   | 624,612  
|                       |  |                                  |  |            |           |                                      |                                  |            |   |         |  |   |          
|                       |  |                                  |  |            |          
|                       |  |                                  |  | $          | 2,009,836 |                                      |                                  |            | $ | 455,464 |  | $ | 1,554,372
|                       |  |                                  |  |            |           |                                      |                                  |            |   |         |  |   |          





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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)





|                                  |  |        |           
|--------------------------------- |  | ------ | ----------
|Trading Revenue For the          
|Three Months Ended March 31, 2009
|                                  | 
|Type of Instrument                |  | Total 
|Agricultural contracts            |  | $      | -868,684  
|Energy contracts                  |  |        | -1,972,155
|Metals contracts                  |  |        | 733,607   
|                                  |  |        |           
|                                  |  | $      | -2,107,232
|                                  |  |        |           
|                                 
|Trading Revenue For the          
|Three Months Ended March 31, 2009
|                                  | 
|Line Item in Income Statement     |  | Amount
|Realized                          |  |        | -4,506,042
|Change in Unrealized              |  |        | 2,398,810 
|                                  |  | $      | -2,107,232
|                                  |  |        |           

Note 4. Fair Value of Financial Instruments:

On January 1, 2008, the Partnership adopted SFAS No. 157, Fair Value Measurements (SFAS No. 157), which did not have a material
impact on the Funds net assets or results of operations.

SFAS No. 157 defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical
assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined under SFAS No. 157 as assumptions market participants would use in pricing an asset or liability. The three levels of the fair
value hierarchy under SFAS No. 157 are described below:



|         |  |                                                                                                                                                                                                                                                  
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1. |  | Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.                                                                                      
|         | 
|Level 2. |  | Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. A significant adjustment to a Level 2 input could result in the
Level 2 measurement becoming a Level 3 measurement.
|         | 
|Level 3. |  | Inputs are unobservable for the asset or liability.                                                                                                                                                                                              

The fair values of futures contracts and money market funds are based on quoted market prices.
These financial instruments are classified as Level 1 of the fair value hierarchy.

The fair value of financial instruments at March 31, 2009,
consisted of the following:



|                     |  |         |            |         |  |       |   |           
|-------------------- |  | ------- | ---------- | ------- |  | ----- | - | ----------
|                     |  | Level 1 |            | Level 2 |  | Total
|Assets:              |  |         |            |         |  |       |   |           
|Money market fund(1) |  | $       | 31,788,378 |         |  |       | $ | 31,788,378
|Futures contracts    |  | $       | 1,554,372  |         |  |       | $ | 1,554,372 



|(1) | Included in cash and cash equivalents
|--- | -------------------------------------

Note 5. 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
March 31, 2009, the Partnership was not accepting contributions from new or existing investors.





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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)





As of March 31, 2009 and December 31, 2008, the General Partner has a capital balance of
$501,898 and $528,605, 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 (See Note 7), 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 made to redeeming Limited Partners are approximately 99% of their statement value at the
date of redemption. Redemption values are based on total assets of the Partnership, including assets yet to be distributed by Refco Capital Markets pursuant to the Settlement Agreement, described below in Note 7 as well as amounts the Partnership is
seeking to recover through participation in the Refco Capital Markets Litigation Trust described below in Note 7.

Note 6. 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.

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 risk. This risk of default 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.





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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)





Note 7. 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, Ltd.
(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 RCM 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.

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 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 were expected to receive approximately 85% of the value of their
securities claims. As of March 31, 2009, approximately 92.24% of the value of those claims has been distributed in multiple distributions, and the Partnership has received $69,416,211, its pro rata share of the distributions, and has allocated
them among all partners in the Partnership as of October 31, 2005, on a pro-rata basis, based on investor units as of October 31, 2005, with redeemed partners receiving cash distributions. In addition to the Partnerships securities
claims, the Partnership has approximately $459,265 in claims related to the Partnerships over-the-counter commodity contract transactions (FX Claims). Under the Refco Capital Markets plan of reorganization, holders of FX claims
were expected to receive approximately 37% of the value of those claims. As of March 31, 2009, the Partnership has recovered $210,940 in respect to its FX Claims, or approximately 45.93% of the value of its FX claims and has allocated that
amount among all partners in the Partnership, on a pro-rata basis as of October 31, 2005, with redeemed partners receiving cash distributions. Also, under the plan of reorganization, the Partnership will participate in any recoveries from a
Refco Capital Markets Litigation Trust, formed to bring claims against third parties in the name of Refco Capital Markets, above and beyond amounts received under the settlement with Refco Capital Markets itself.





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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)





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 8.28% 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.

The General Partner anticipates that there are assets yet to be received from additional Refco Capital Markets Bankruptcy distributions and from the Litigation Trust claims against third parties. However, while the
Litigation Trust has commenced actions against numerous parties seeking over $2 billion, there can be no assurance that litigation pursued by the Litigation Trust will be successful, or that any additional bankruptcy distributions will be material.

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.





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|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 March 31, 2009, 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. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Partnership from promptly liquidating unfavorable positions
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, Ltd. has yet to distribute a 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 the audit of the Partnerships financial statements for 2005 through 2008 is not complete as of the filing date hereof, the Partnership
is able to provide only estimated values for its Units. Nevertheless, the Partnership is continuing its operations tracking the Rogers International Commodity Index, at a 100% 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 such audit is complete, which is anticipated to be later in the
second quarter or early third quarter of 2009. Such redemption proceeds will reflect aggregate Partnership recoveries from Refco Capital Markets bankruptcy (and their pro-rata share of future recoveries from the Litigation Trust claims) as
well as all expenses incurred in connection with recovering the Partnerships assets from Refco Capital Markets.

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.





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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.

At March 31, 2009 and 2008, the
Partnerships net assets were $43,592,808 and $104,440,930, respectively.



|                                 |  |                |            |   |                |   |           |  
|-------------------------------- |  | -------------- | ---------- | - | -------------- | - | --------- | -
|Net Revenues                     |  | March 31, 2009 |            |   | March 31, 2008 |  
|Realized net trading gains       |  | $              | (4,561,521 | ) |                | $ | 8,443,207 |  
|Unrealized trading gain (losses) |  |                | 2,391,060  |   |                |   | 520,124   |  
|Interest income                  |  |                | 126,917    |   |                |   | 897,005   |  
|Commissions                      |  |                | (35,928    | ) |                |   | (56,060   | )
|Foreign exchange gain (loss)     |  |                |           |   |                |   |          |  
|                                 |  |               
|Total Net Revenues               |  | $              | (2,079,472 | ) |                | $ | 9,806,276 |  
|                                 |  |               
|Operating Expenses               |  | March 31, 2009 |            |   | March 31, 2008 |  
|Management fees                  |  | $              | 110,557    |   |                | $ | 258,200   |  
|Administrative fees              |  |                | 192,765    |   |                |   | 394,593   |  
|                                 |  |               
|Total Operating Expenses         |  | $              | 303,322    |   |                | $ | 652,793   |  

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

Results of Operations

2009

Units of the Fund posted a net loss of
-5.37% in January. Performance for the indexs sectors was mixed. The energy and agriculture sectors posted losses of -4.24% and -0.94%, respectively while the metals sector posted a moderate gain of 0.01%. Highest grossing commodities for the
Funds performance in January were RBOB gasoline, lead, silver, sugar, and orange juice.

Units of the Fund posted a net loss of
-4.16% in February. The agriculture and energy sectors posted losses of -2.65% and -1.61%, respectively while the metals sector posted a moderate gain of 0.42%. The top performing commodities for the Fund were platinum, copper, sugar, rice, silver,
and gold.

Units of the Fund posted a net gain of 4.69% in March. The agriculture, energy, and metals sector posted gains of 1.76%, 1.72%,
and 1.42%, respectively. Highest grossing commodities for March were crude oil, copper, corn, brent oil, and lead. Despite the gains in March, the Fund posted a net loss of -5.05% for the quarter ended March 31, 2009.





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2008

Units of the Fund posted a net gain of 3.11% in January. Performance for the indexs sectors was mixed and while metals posted the largest sector gain of 2.18% and agriculture posted gains of 1.39%, the energy sector declined slightly
and finished the month down 1.15%. Highest grossing commodities for the Funds performance in January were aluminum, corn, copper, wheat, and sugar.

Units of the Fund posted its largest single month gain of 12.43% since the inception of the Fund in February. Strong performance in all three index sectors contributed to the stellar performance of the Fund. The
energy sector led with a gain of 4.70% while agriculture and metals followed closely behind with returns of 4.5% and 3.15% respectively.

Units of the Fund posted a loss of -5.68% in March. The energy sector posted a meager sector gain of 0.55% while both the agriculture and metal sectors posted losses of 4.72% and 1.44% respectively. Highest grossing commodities for March
were natural gas, crude oil, and brent oil. Despite the losses in March, the Fund posted a net gain of 9.35% for the quarter ended March 31, 2008.

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.





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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 March 31, 2009 and December 31, 2008.



|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





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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.

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 March 31, 2009.



|              |  |               |           |                       |       |  
|------------- |  | ------------- | --------- | --------------------- | ----- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |      
|Agricultural  |  | $             | 1,086,869 |                       | 2.49  | %
|Metals        |  | $             | 1,363,302 |                       | 3.13  | %
|Energy        |  | $             | 2,106,097 |                       | 4.83  | %
|              |  |              
|TOTAL:        |  | $             | 4,556,268 |                       | 10.45 | %

The following table indicates the trading Value at Risk associated with the Partnerships
open positions by market category as of December 31, 2008.



|              |  |               |           |                       |       |  
|------------- |  | ------------- | --------- | --------------------- | ----- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |      
|Agricultural  |  | $             | 1,637,399 |                       | 3.49  | %
|Metals        |  | $             | 1,546,579 |                       | 3.30  | %
|Energy        |  | $             | 2,466,314 |                       | 5.26  | %
|              |  |              
|TOTAL:        |  | $             | 5,650,292 |                       | 12.05 | %

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 many times the capitalization of the Partnership. 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 exposure to
loss due to litigation expenses incurred in connection with the bankruptcy of Refco Capital Markets that may not be recovered. The Partnership is seeking, through participation in the Refco Capital Markets Litigation Trust, to recover at least the
difference between the amount of Partnership assets initially involved in the Refco Capital Markets bankruptcy and expenses incurred in seeking recoveries and the amount it receives from its settlements with Refco Capital Markets and Refco LLC. The
Refco Capital Markets Litigation Trust has brought claims against third parties seeking in excess of $2 billion in recoveries,





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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 such third parties; however, there can be no assurance that litigation pursued by the Litigation Trust will be successful or that the Partnership will not incur a 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, the emergence of dominant fundamental factors, 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. There can be no assurance that the Partnerships current market exposure will not change materially. 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 March 31, 2009 by market sector.

Energy. The Partnerships primary energy market exposure is to crude
oil and brent oil pricing movements, often resulting from political developments in the Middle East or fluctuations in the value of the US dollar. 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, the Partnership does not believe that any increase in margin requirements, as proposed, will have a material effect on the Partnerships operations.





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QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE

Because the Partnership is designed to replicate the composition of a commodity index, Beeland Management 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 Partnership. Beeland Management might also initiate an adjustment to
reflect a change in the commodity index itself. Except as may be involved in these situations, Beeland Management has no discretion over the positions the Partnership maintains. Consequently, Beeland Management 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.



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

The principal executive
officer and principal financial officer of Beeland Management have evaluated the effectiveness of the Partnerships disclosure controls and procedures as of the end of the fiscal quarter for which this Annual Report on Form 10-Q is being filed
and have concluded that the Partnership has effective disclosure controls and procedures (except as described in the Partnerships Report on Form 10-K for fiscal year 2008) to ensure that material information relating to the Partnership is made
known to them by others within the Partnership, particularly during the period in which this quarterly report is being prepared. There have been no significant changes in the Partnerships internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

There were no changes to internal control over financial
reporting procedures occurring during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to affect, internal control over financial reporting.





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PART II  OTHER INFORMATION



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

The Partnership has yet to
receive final distributions from Refco Capital Markets in connection with the Partnerships participation in the Settlement Agreement in the Refco Capital Markets bankruptcy as previously reported.

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. This matter is currently stayed pending the resolution of personal jurisdiction issues in the
Lane case discussed below.

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 first 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 alleged 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 sought 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 Circuit Court of Cook County, Illinois, which was later amended to add Connie M. Watkins and John V. Watkins as plaintiffs. On March 1,
2007, the Court granted plaintiffs certain discovery related to personal jurisdiction over defendant James Rogers in this matter. All defendants have moved to dismiss the Amended Complaint, and oral argument on those motions was held May 7,
2009.



|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 March 31, 2009:



|                  |  |                 |  |                   |       
|----------------- |  | --------------- |  | ----------------- | ------
|Month:            |  | Units Redeemed: |  | NAV per Unit ($):
|January 31, 2009  |  | 3,690           |  | $                 | 123.86
|February 28, 2009 |  | 2,105           |  | $                 | 118.71
|March 31, 2009    |  | 1,750           |  | $                 | 124.28

The Redemption Date Net Asset Values per Unit during the first quarter of 2009 are estimates only.
The actual redemption amount of Units redeemed after September 30, 2005 will be finalized upon completion of the 2005  2008 audited financial statements, tentatively scheduled to be completed in the later second quarter or early third
quarter of 2009. Such redemption proceeds will reflect aggregate Partnership recoveries from Refco Capital Markets bankruptcy (and their pro-rata share of future recoveries from Litigation Trust claims) as well as all expenses incurred in
connection with recovering the Partnerships assets from Refco Capital Markets.





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|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

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 May 15, 2009.



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)






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