##### 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, 2005



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: 333-41780



---



ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

(Exact name of registrant as specified in charter)



---



|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|Delaware                                 |  | 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 ̈



Total number of Pages: 19 plus exhibits



---



---

##### Table of Contents

PART I - FINANCIAL INFORMATION



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



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



|                                                                                                                               |  |     
|------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                               |  | Page
|Financial Statements                                                                                                           |  |     
|                                                                                                                               | 
|Statements of Financial Condition as of March 31, 2005 (unaudited) and December 31, 2004                                       |  | 3   
|                                                                                                                               | 
|Schedules of Investments as of March 31, 2005 (unaudited) and December 31, 2004                                                |  | 4-5 
|                                                                                                                               | 
|Statements of Operations for the Three Months Ended March 31, 2005 (unaudited) and March 31, 2004(unaudited)                   |  | 6   
|                                                                                                                               | 
|Statements of Changes in Partners Capital for the Three Months Ended March 31, 2005 (unaudited) andMarch 31, 2004 (unaudited) |  | 7   
|                                                                                                                               | 
|Financial Highlights for the Three Months Ended March 31, 2005 (unaudited) and March 31, 2004 (unaudited)                      |  | 8   
|                                                                                                                               | 
|Notes to Financial Statements (unaudited)                                                                                      |  | 9-12



2



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Financial Condition as of March 31, 2005 (unaudited) and December 31, 2004



|                                                        |  |                    |            |            |   |           
|------------------------------------------------------- |  | ------------------ | ---------- | ---------- | - | ----------
|                                                        |  | 3/31/2005Unaudited |            | 12/31/2004
|ASSETS                                                  |  |                    |            |            |   |           
|                                                        |  |                   
|Cash at bank                                            |  | $                  | 16,823,086 |            | $ | 1,560,853 
|Cash at broker                                          |  |                    | 9,539,325  |            |   | 3,598,083 
|Investments in US Government obligations                |  |                    | 35,889,905 |            |   | 24,447,769
|Unrealized net trading gains on open futures contracts  |  |                    | 1,008,001  |            |   |          
|Interest receivable                                     |  |                    | 179,064    |            |   | 127,842   
|Other assets                                            |  |                    | 2,148      |            |   | 2,820     
|                                                        |  |                    |            |            |   |           
|Total Assets                                            |  | $                  | 63,441,529 |            | $ | 29,737,367
|                                                        |  |                    |            |            |   |           
|LIABILITIES                                             |  |                    |            |            |   |           
|                                                        |  |                   
|Unrealized net trading losses on open futures contracts |  | $                  |           |            | $ | 23,348    
|Commissions payable                                     |  |                    | 15,328     |            |   | 8,362     
|Accrued management fees  General Partner               |  |                    | 54,316     |            |   | 40,922    
|Administrative fees payable                             |  |                    | 808,258    |            |   | 214,080   
|Redemptions payable                                     |  |                    | 124,652    |            |   | 147,851   
|Subscriptions received in advance                       |  |                    | 16,068,742 |            |   | 1,683,888 
|                                                        |  |                    |            |            |   |           
|Total Liabilities                                       |  |                    | 17,071,296 |            |   | 2,118,451 
|                                                        |  |                    |            |            |   |           
|PARTNERS CAPITAL                                       |  |                    |            |            |   |           
|                                                        |  |                   
|Partners Capital                                       |  |                    | 46,370,233 |            |   | 27,618,916
|                                                        |  |                    |            |            |   |           
|Total Liabilities and Partners Capital                 |  | $                  | 63,441,529 |            | $ | 29,737,367
|                                                        |  |                    |            |            |   |           



See accompanying notes to financial
statements.



3



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of March 31, 2005 (unaudited)



|                                                                                     |  |                    |  |              |            |                              |       |  
|------------------------------------------------------------------------------------ |  | ------------------ |  | ------------ | ---------- | ---------------------------- | ----- | -
|                                                                                     |  |                    |  | Market Value |            | Percent of Partners Capital |      
|US Government obligations: (total cost - $35,932,227)                                |  |                    |  |              |            |                              |       |  
|                                                                                     |  |                    | 
|US Federal Home Loan Bank Notes due 12/15/05 at 2.5%, principal amount $7,000,000    |  |                    |  | $            | 7,002,308  |                              | 15.10 | %
|                                                                                     |  |                    | 
|US Federal Home Loan Bank Notes due 11/15/05 at 2.125%, principal amount $10,000,000 |  |                    |  |              | 9,931,209  |                              | 21.42 | %
|                                                                                     |  |                    | 
|US Federal Home Loan Bank Notes due 8/15/05 at 3.0%, principal amount $15,000,000    |  |                    |  |              | 14,988,118 |                              | 32.32 | %
|                                                                                     |  |                    | 
|US Federal Home Loan Bank Notes due 12/15/05 at 2.25%, cost $4,000,000               |  |                    |  |              | 3,968,270  |                              | 8.56  | %
|                                                                                     |  |                    |  |              |            |                              |       |  
|                                                                                     |  |                    |  | $            | 35,889,905 |                              | 77.40 | %
|                                                                                     |  |                    |  |              |            |                              |       |  
|                                                                                     |  |                    | 
|Open Futures Contracts:                                                              |  |                    |  |              |            |                              |       |  
|                                                                                     |  | Number ofContracts |  | Market Value |            | Percent of Partners Capital |      
|Unrealized gains (93.49% US based)                                                   |  |                    |  |              |            |                              |       |  
|Energy                                                                               |  | 373                |  | $            | 861,346    |                              | 1.86  | %
|Metals                                                                               |  | 177                |  |              | 111,972    |                              | 0.24  | %
|Agricultural                                                                         |  | 987                |  |              | 167,562    |                              | 0.36  | %
|                                                                                     |  |                    |  |              |            |                              |       |  
|                                                                                     |  | 1,537              |  | $            | 1,140,880  |                              | 2.46  | %
|                                                                                     |  |                    |  |              |            |                              |       |  
|Unrealized losses (74.56% US based)                                                  |  |                    |  |              |            |                              |       |  
|Energy                                                                               |  | 82                 |  | $            | 6,771      |                              | 0.01  | %
|Metals                                                                               |  | 122                |  |              | 66,883     |                              | 0.14  | %
|Agricultural                                                                         |  | 472                |  |              | 59,225     |                              | 0.13  | %
|                                                                                     |  |                    |  |              |            |                              |       |  
|                                                                                     |  | 676                |  | $            | 132,879    |                              | 0.28  | %
|                                                                                     |  |                    |  |              |            |                              |       |  
|Unrealized net trading gains on open futures contracts                               |  |                    |  |              |            |                              |       |  
|                                                                                     |  |                    |  | $            | 1,008,001  |                              | 2.18  | %
|                                                                                     |  |                    |  |              |            |                              |       |  



See accompanying notes to financial
statements.



4



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of December 31, 2004



|                                                                                     |  |                    |  |              |            |   |                              |       |  
|------------------------------------------------------------------------------------ |  | ------------------ |  | ------------ | ---------- | - | ---------------------------- | ----- | -
|                                                                                     |  |                    |  | Market Value |            |   | Percent ofPartners Capital  |      
|US Government obligations: (total cost - $24,508,959)                                |  |                    |  |              |            |   |                              |       |  
|                                                                                     |  |                    | 
|US Federal Home Loan Bank Notes, due 6/15/05 at 1.625%, principal amount $14,500,000 |  |                    |  | $            | 14,433,164 |   |                              | 52.26 | %
|US Federal Home Loan Bank Notes due 8/15/05 at 3.0%, principal amount $10,000,000    |  |                    |  |              | 10,014,605 |   |                              | 36.26 | %
|                                                                                     |  |                    |  |              |            |   |                              |       |  
|                                                                                     |  |                    |  | $            | 24,447,769 |   |                              | 88.52 | %
|                                                                                     |  |                    |  |              |            |   |                              |       |  
|                                                                                     |  |                    | 
|Open Futures Contracts:                                                              |  |                    |  |              |            |   |                              |       |  
|                                                                                     |  | Number ofContracts |  | Market Value |            |   | Percent of Partners Capital |      
|Unrealized gains (98.11% US based)                                                   |  |                    |  |              |            |   |                              |       |  
|Energy                                                                               |  | 137                |  | $            | 216,680    |   |                              | 0.79  | %
|Metals                                                                               |  | 132                |  |              | 472,588    |   |                              | 1.71  | %
|Agricultural                                                                         |  | 244                |  |              | 298,474    |   |                              | 1.08  | %
|                                                                                     |  |                    |  |              |            |   |                              |       |  
|                                                                                     |  | 513                |  | $            | 987,742    |   |                              | 3.58  | %
|                                                                                     |  |                    |  |              |            |   |                              |       |  
|Unrealized losses (97.67% US based)                                                  |  |                    |  |              |            |   |                              |       |  
|Energy                                                                               |  | 113                |  |              | 729,745    |   |                              | 2.63  | %
|Metals                                                                               |  | 38                 |  |              | 98,218     |   |                              | 0.36  | %
|Agricultural                                                                         |  | 549                |  |              | 186,128    |   |                              | 0.67  | %
|                                                                                     |  |                    |  |              |            |   |                              |       |  
|                                                                                     |  | 700                |  | $            | 1,011,090  |   |                              | 3.66  | %
|                                                                                     |  |                    |  |              |            |   |                              |       |  
|                                                                                     |  |                    | 
|Unrealized net trading losses on open futures contracts                              |  |                    |  | $            | (23,348    | ) |                              |       |  
|                                                                                     |  |                    |  |              |            |   |                              |       |  



See accompanying notes to financial
statements.



5



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Operations for the Three Months Ended March 31, 2005 (unaudited) and March 31, 2004 (unaudited)



|                                                     |  |                        |           |   |                        |   |           |  
|---------------------------------------------------- |  | ---------------------- | --------- | - | ---------------------- | - | --------- | -
|                                                     |  | 3 monthsended3/31/2005 |           |   | 3 monthsended3/31/2004 |  
|Trading gains (losses):                              |  |                        |           |   |                        |   |           |  
|Realized net trading gains  commodities             |  | $                      | 3,922,056 |   |                        | $ | 1,659,695 |  
|Realized gains (losses) on securities                |  |                        | (54,883   | ) |                        |   | 6,218     |  
|Change in unrealized net trading gains  commodities |  |                        | 1,031,349 |   |                        |   | 9,139     |  
|Change in unrealized gains on securities             |  |                        | 18,868    |   |                        |   | 4,519     |  
|Foreign exchange gains (losses)                      |  |                        | (6,543    | ) |                        |   | 2,827     |  
|Commissions                                          |  |                        | (66,023   | ) |                        |   | (18,240   | )
|                                                     |  |                        |           |   |                        |   |           |  
|Net gains from trading activities                    |  |                        | 4,844,824 |   |                        |   | 1,664,158 |  
|                                                     |  |                        |           |   |                        |   |           |  
|Investment income:                                   |  |                        |           |   |                        |   |           |  
|Interest income  US Government obligations          |  |                        | 188,887   |   |                        |   | 56,958    |  
|Interest income  Other                              |  |                        | 37,433    |   |                        |   | 4,437     |  
|                                                     |  |                        |           |   |                        |   |           |  
|                                                     |  |                        | 226,320   |   |                        |   | 61,395    |  
|                                                     |  |                        |           |   |                        |   |           |  
|Expenses:                                            |  |                        |           |   |                        |   |           |  
|Management fees  General Partner                    |  |                        | 134,175   |   |                        |   | 55,762    |  
|Administrative fees                                  |  |                        | 138,681   |   |                        |   | 44,996    |  
|                                                     |  |                        |           |   |                        |   |           |  
|                                                     |  |                        | 272,856   |   |                        |   | 100,758   |  
|                                                     |  |                        |           |   |                        |   |           |  
|                                                     |  |                       
|Net investment loss                                  |  |                        | (46,536   | ) |                        |   | (39,363   | )
|                                                     |  |                        |           |   |                        |   |           |  
|Net income                                           |  | $                      | 4,798,288 |   |                        | $ | 1,624,795 |  
|                                                     |  |                        |           |   |                        |   |           |  



See accompanying notes to financial
statements.



6



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Statements of Changes in Partners Capital for the Three Months Ended March 31, 2005 (unaudited) and March 31, 2004 (unaudited)



|                                         |  |                       |            |   |                       |   |            |  
|---------------------------------------- |  | --------------------- | ---------- | - | --------------------- | - | ---------- | -
|                                         |  | 3 monthsended 3/31/05 |            |   | 3 monthsended 3/31/04 |  
|Partners Capital at beginning of period |  | $                     | 27,618,916 |   |                       | $ | 8,515,006  |  
|                                         |  |                      
|Additions                                |  |                       | 14,685,849 |   |                       |   | 6,925,160  |  
|                                         |  |                      
|Net income                               |  |                       | 4,798,288  |   |                       |   | 1,624,795  |  
|                                         |  |                      
|Withdrawals                              |  |                       | (732,820   | ) |                       |   | (1,271,999 | )
|                                         |  |                       |            |   |                       |   |            |  
|Partners Capital at end of period       |  | $                     | 46,370,233 |   |                       | $ | 15,792,962 |  
|                                         |  |                       |            |   |                       |   |            |  
|                                         |  |                      
|Per unit data                            |  | 03/31/05              |            |   | 03/31/04              |  
|                                         |  |                      
|Net asset value                          |  | $                     | 185.74     |   |                       | $ | 161.04     |  
|                                         |  |                       |            |   |                       |   |            |  
|                                         |  |                      
|Units outstanding                        |  |                       | 249,652    |   |                       |   | 98,069     |  
|                                         |  |                       |            |   |                       |   |            |  



See accompanying notes to financial
statements.



7



---

##### Table of Contents

Rogers International Raw Materials Fund, L.P.

Financial Highlights for the Three Months Ended March 31, 2005 (unaudited) and March 31, 2004 (unaudited)



Financial highlights for the three months ended March 31, 2005 and March 31, 2004 are as follows:



|                                                          |  |                          |   |  |       |  
|--------------------------------------------------------- |  | ------------------------ | - |  | ----- | -
|                                                          |  | 3 months ended March 31, |  
|                                                          |  | 2005                     |   |  | 2004  |  
|Ratio of Net Investment Loss to Average Partners Capital |  | -0.13                    | % |  | -0.30 | %
|                                                          |  |                          |   |  |       |  
|Ratio of Expenses to Average Partners Capital            |  | 0.77                     | % |  | 0.76  | %
|                                                          |  |                          |   |  |       |  
|Total Return                                              |  | 13.75                    | % |  | 13.11 | %
|                                                          |  |                          |   |  |       |  



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.



8



---

##### Table of Contents

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, 2005, 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 audited financial statements and the notes thereto included in our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission.



Net Assets: The valuation of net assets includes open commodity futures 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 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 the
commodity futures 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.



9



---

##### Table of Contents

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.



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, Beeland Management Company, L.L.C. The General Partner is responsible for the trading decisions of the Partnership.



The Partnership pays a monthly management fee to the General Partner equal to 0.14583% of the average monthly sum of all Capital Accounts
contributed by Limited Partners at the close of each month (1.75% per annum) effective May 1, 2004. Prior to May 1, 2004, the monthly management fee was 0.1875% of the sum of all Capital Accounts at the close of each month (2.25% per annum).
Effective April 1, 2005, the management fee has been further reduced to 1% 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.



Hart Capital Management, Inc. (Hart) is the investment
advisor for the Partnership. Hart is a division of Arbor Research & Trading, Inc. (Arbor), which is a member of the General Partner. Three members of the General Partner are also principals of Arbor. Hart provides certain investment
advisory services with respect to the investing and trading activities of the Partnership. Hart is paid an annual advisory fee of 0.1% of the average month-end market value of the portfolio under management effective May 1, 2004. Prior to May 1,
2004, the advisory fee paid to Hart Capital Management was 0.50% of the average month-end market value of the portfolio under management.



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. Selling fees of up to 6% of the gross offering proceeds (which includes a 4.5% reallowance to other broker dealers and a 0.50% wholesaling fee retained by the General Partner)
are charged to partners capital upon the issuance of partnership units. Effective April 1, 2005, the selling fees were reduced to up to 5% (which includes a 3.75% reallowance).



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, 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.



10



---

##### Table of Contents

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



|                                  |  |                    |           |         |   |       
|--------------------------------- |  | ------------------ | --------- | ------- | - | ------
|                                  |  | Three months ended
|                                  |  | 3/31/05            |           | 3/31/04
|Management fees  General Partner |  | $                  | 134,175   |         | $ | 55,762
|Advisory fees  Hart              |  |                    | 9,125     |         |   | 16,481
|Selling fees  Uhlmann            |  |                    | 1,035,420 |         |   | 73,006
|Brokerage fees  PFG              |  |                    | 66,023    |         |   | 18,240



Note 3. Partnership Capital and
Redemptions:



The Partnership accepts contributions as of the close of
business on the last business day of each month for investment on the first day of the next succeeding month. The General Partner may accept or reject contributions and waive the minimum contribution amounts in its sole discretion.



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.



Limited Partners may withdraw capital with 10 days written notice to the General Partner.



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



In connection with its trading activities, the Partnership enters into transactions in a
variety of securities and derivative financial instruments, primarily exchange-traded futures contracts. These derivative financial instruments 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. In many cases, the use of financial instruments serves to modify or offset market risk associated with other transactions and,
accordingly, serves to decrease the Partnerships overall exposure to market risks. The Partnership attempts to control its exposure to market risk through various analytical monitoring techniques.



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 limited to the current cost to replace all futures contracts in which the Partnership
has a gain. 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.



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.



11



---

##### Table of Contents

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.



12



---

##### Table of Contents

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



INTRODUCTION



The Partnerships principle objective is to provide an alternative investment vehicle for investors with diversified
investment portfolios. The Partnerships trading is designed to replicate the positions which comprise the Rogers International Commodity Index. The Partnership invests and trades in a portfolio of commodity futures and forward contracts. The
Partnership invests and trades solely on the long side of the market. Beeland Management, as 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 the continuing offering 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 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 futures trading operations, the Partnerships assets are expected to be highly liquid.



RESULTS OF OPERATIONS



|                                                              |  |                              |           |   |      |   |           |  
|------------------------------------------------------------- |  | ---------------------------- | --------- | - | ---- | - | --------- | -
|                                                              |  | Three Months Ended March 31, |          
|Net Gains from Trading Activities and Investment Income       |  | 2005                         |           |   | 2004 |  
|Realized net gains                                            |  | $                            | 3,863,795 |   |      | $ | 1,665,913 |  
|Unrealized gains                                              |  |                              | 1,053,595 |   |      |   | 13,658    |  
|Foreign exchange gains (losses)                               |  |                              | (6,543    | ) |      |   | 2,827     |  
|Commissions                                                   |  |                              | (66,023   | ) |      |   | (18,240   | )
|Interest income                                               |  |                              | 226,320   |   |      |   | 61,395    |  
|                                                              |  |                              |           |   |      |   |           |  
|Total Net Gains from Trading Activities and Investment Income |  | $                            | 5,071,144 |   |      | $ | 1,725,553 |  
|                                                              |  |                              |           |   |      |   |           |  



13



---

##### Table of Contents

|                    |  |                              |         |      |   |        
|------------------- |  | ---------------------------- | ------- | ---- | - | -------
|                    |  | Three Months Ended March 31,
|Expenses            |  | 2005                         |         | 2004
|Management fees     |  | $                            | 134,175 |      | $ | 55,762 
|Administrative fees |  |                              | 138,681 |      |   | 44,996 
|                    |  |                              |         |      |   |        
|Total Expenses      |  | $                            | 272,856 |      | $ | 100,758
|                    |  |                              |         |      |   |        



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



Cash flows used in operating activities were used primarily to purchase U.S. government obligations. The remaining cash was provided by realized
trading gains and interest and was used for operating expenses net of any payables and receivables.



Cash flows provided by financing activities were from the sale of Partnership units, net of any subscription fees paid and any subscriptions receivable,
and reduced by redemptions of Partnership units.



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 intends to trade 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 futures interests positions of the Partnership at the same time, the Partnership could experience substantial losses.



In addition to market risk, in entering into futures and forward 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.



CRITICAL ACCOUNTING POLICIES  VALUATION OF THE PARTNERSHIPS POSITIONS



Beeland Management 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 is also valued at published daily settlement prices or at dealers quotes. Thus, Beeland Management expects that under
normal circumstances substantially all of the Partnerships assets will be valued on a daily basis using objective measures.



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



14



---

##### Table of Contents

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. The
Partnership uses the absolute value of unrealized profit or loss as the measure of its Value at Risk.



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, 2005.



|              |  |               |  |                      
|------------- |  | ------------- |  | ---------------------
|Market Sector |  | Value at Risk |  | Percent of Net Assets
|Agricultural  |  | $226,787      |  | 0.49%                
|Metals        |  | $178,855      |  | 0.39%                
|Energy        |  | $868,117      |  | 1.87%                
|              |  |              
|TOTAL:        |  | $1,273,759    |  | 2.75%                



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.



15



---

##### Table of Contents

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.



QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES



The following qualitative disclosures regarding the Partnerships
market risk exposures  except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures  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 as well as the strategies used and to be used by Beeland Management for managing such exposures, are
subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnerships risk controls to differ materially from the objectives of such strategies. 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 and the risk management strategies of the Partnership. There can be no assurance that the Partnerships current market exposure and/or risk management strategies will not
change materially or that any such strategies will be effective. 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, 2005 by market sector.



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



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



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



QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE



General



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. 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.



16



---

##### Table of Contents

QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE



Since 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 4. CONTROLS AND PROCEDURES



The principal executive officer and principal financial officer of Beeland Management have concluded that the Partnership has effective disclosure
controls and procedures 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. The principal executive
officer and financial and principal accounting officer of Beeland Management have evaluated the effectiveness of the Partnerships disclosure controls and procedures as of a date within ninety (90) days prior to the filing date of this report
(the Evaluation Date) and have based the foregoing conclusion about the effectiveness of the Partnerships disclosure controls and procedures based on their evaluation as of the Evaluation Date.



During the period covered by this report, 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.



17



---

##### Table of Contents

PART II-OTHER INFORMATION



Item 1. Legal Proceedings.



None



Item 2. Changes in Securities



None



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 and Reports on Form 8-K.



None



18



---

##### Table of Contents

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized on May 16, 2005.



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




19



---

##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                    |  |            
|-------------- |  | -------------------------------------------------------------------------------------------------- |  | -----------
|Exhibit Number |  | Description of Document                                                                            |  | Page Number
|31.01          |  | Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | E-2        
|31.02          |  | Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | E-3        
|32.01          |  | Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | E-4        
|32.02          |  | Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | E-5        



E-1