UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)



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

For the quarterly period ended March 31, 2011

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, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.



| |  |                         |  |   |  |                           |  |  
| |  | ----------------------- |  | - |  | ------------------------- |  | -
| |  | 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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EXPLANATORY NOTE

Rogers International Raw Materials Fund, L.P. (the Partnership) is filing this Form 10-Q/A (Amendment No. 1) to amend the Partnerships disclosure in Item 4, Controls and
Procedures, of the Partnerships Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 filed with the Securities and Exchange Commission on May 11, 2011 (the Initial 10-Q Filing). Other than with
respect to Item 4 (and new certifications required by Sections 302 and 906 of the Sarbanes/Oxley Act of 2002), this Form 10-Q/A does not modify or update any disclosures set forth in the Initial 10-Q Filing or reflect events subsequent
thereto. Accordingly, this Form 10-Q/A should be read in conjunction with the Initial 10-Q Filing and the Partnerships subsequent reports filed the Securities and Exchange Commission.



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

The
principal executive officer and principal financial officer of Beeland Management have evaluated the effectiveness of Beeland Managements disclosure controls and procedures with respect to the Partnership as of the end of the fiscal quarter
for which this Quarterly Report on Form 10-Q is being filed and have concluded that Beeland Managements disclosure controls and procedures to ensure that material information relating to the Partnership is made known to them by others within
Beeland Management, particularly during the period in which this quarterly report is being prepared are not effective due to the General Partners lack of personnel which does not allow for the segregation of key duties related to internal
control over partner activity expenses and financial reporting. These significant weaknesses did not result in any omission or misstatement of information required to be disclosed in reports filed by the Partnership or in the Partnerships
financial reporting. Management is committed to improving its internal controls and will continue to use third party specialists, such as accountants and administrators, to mitigate the risks identified in its review. There have been no significant
changes in Beeland Managements internal controls over financial reporting with respect to the Partnership that occurred during the last fiscal quarter that have materially affected or are reasonably likely to materially affect, Beeland
Managements internal controls over financial reporting with respect to the Partnership.



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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 July 20,
2011.



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 Member(Principal Executive Officer)By:

/s/    ALLEN D.
GOODMANAllen D. GoodmanManaging Member(Principal Financial and Accounting Officer)