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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







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

For the quarterly period ended September 30, 2008

or



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

For the transition period from  to

Commission File number: 000-51836





ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

(Exact name of registrant as
specified in charter)







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



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

(312) 264-4375

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

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

Large accelerated filer   ̈        Accelerated
Filer   ̈        Smaller Reporting Company   ̈        Non-accelerated
filer  x

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









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PART I - FINANCIAL INFORMATION



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

At September 30, 2008,
approximately $197,751 of the Partnerships Refco Capital Markets bankruptcy claim has yet to be recovered by the Partnership, inclusive of amounts yet to be distributed by Refco Capital Markets and received by the Partnership in connection
with the settlement described herein.

During September and October, 2005, the Partnership transitioned its futures trading activity to
Refco LLC, a registered futures broker. On October 17, 2005, Refco Inc. and a number of its subsidiaries, including Refco Capital Markets Ltd. (Refco Capital Markets), but not Refco LLC, filed voluntary Chapter 11 bankruptcy
petitions with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). At the time of these bankruptcy filings, approximately $76 million of Partnership assets, primarily securities, were held in
accounts at Refco Capital Markets, representing approximately 68% of the Partnerships total assets. The Partnership did not authorize the transfer of its securities to Refco Capital Markets. On October 24, 2005, the Partnership and
another commodity pool managed by 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 September 30, 2008, approximately 91.80% of the
value of those claims has been distributed in multiple distributions, and the Partnership has received $69,085,084 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
September 30, 2008, the Partnership has recovered $204,694 in respect to its FX Claims, or approximately 44.57% 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.

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



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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 received $6,227,819 in proceeds from that settlement, equal to approximately 8% of the value of the Partnerships securities 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 the remaining 0.26% of the Partnerships Refco Capital Market Bankruptcy claim will be received from 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, and, accordingly, the information provided herein is an estimate only.

Because final recoveries from the Global
Settlement and the Litigation Trust have yet to be determined, it is unknown at this time whether the Partnership will ultimately sustain a loss on its bankruptcy involved assets or what the amount of any such loss will be. Accordingly, the
financial information as of September 30, 2008, December 31, 2007, and September 30, 2007 set forth herein is estimated and unaudited, and the Partnership is currently able to provide only estimated values for its Units. No
subscriptions or redemptions will be or have been made on the basis of such estimated values, which do not reflect any possible losses due to the Refco Capital Markets bankruptcy. Please see the notes accompanying the Partnerships financial
statements.

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



|                                                                                                                                                  |  |      
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                                                                  |  | Page 
|Financial Statements                                                                                                                              |  |      
|                                                                                                                                                  | 
|Statements of Financial Condition as of September 30, 2008 (unaudited) and December 31, 2007 (unaudited)                                          |  | 4    
|                                                                                                                                                  | 
|Schedules of Investments as of September 30, 2008 (unaudited) and December 31, 2007
(unaudited)                                                   |  | 5-7  
|                                                                                                                                                  | 
|Statements of Operations for the Three and Nine Months Ended September 30, 2008 (unaudited) and September 
30, 2007 (unaudited)                   |  | 8    
|                                                                                                                                                  | 
|Statements of Changes in Partners Capital for the Three and Nine Months Ended September 
30, 2008 (unaudited) and September 30, 2007 (unaudited) |  | 9    
|                                                                                                                                                  | 
|Financial Highlights for the Three and Nine Months Ended September 30, 2008 (unaudited) and September 
30, 2007 (unaudited)                       |  | 10   
|                                                                                                                                                  | 
|Notes to Financial Statements (unaudited)                                                                                                         |  | 11-16



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Rogers International Raw Materials Fund, L.P.

Statements of Financial Condition as of September 30, 2008 (unaudited) and December 31, 2007 (unaudited)



|                                                        |  |             |            |             |   |            
|------------------------------------------------------- |  | ----------- | ---------- | ----------- | - | -----------
|                                                        |  | 9/30/2008   |            | 12/31/2007 
|                                                        |  | (unaudited) |            | (unaudited)
|ASSETS                                                  |  |             |            |             |   |            
|                                                        |  |            
|Cash at bank                                            |  | $           | 60,415,250 |             | $ | 2,767,954  
|Cash at brokers                                         |  |             | 19,784,459 |             |   | 10,919,674 
|Investments in US Government obligations                |  |             | 11,060,700 |             |   | 84,898,031 
|Unrealized net trading gains on open futures contracts  |  |             |           |             |   | 1,148,706  
|Interest receivable                                     |  |             | 90,640     |             |   | 905,869    
|                                                        |  |             |            |             |   |            
|Total Assets                                            |  | $           | 91,351,049 |             | $ | 100,640,234
|                                                        |  |             |            |             |   |            
|                                                        |  |            
|LIABILITIES                                             |  |             |            |             |   |            
|                                                        |  |            
|Unrealized net trading losses on open futures contracts |  | $           | 9,028,661  |             | $ |           
|Commissions payable                                     |  |             | 10,560     |             |   | 11,874     
|Accrued management fees  General Partner               |  |             | 78,498     |             |   | 153,253    
|Administrative fees payable                             |  |             | 501,559    |             |   | 406,155    
|Redemptions payable                                     |  |             | 1,057,718  |             |   | 1,928,923  
|                                                        |  |             |            |             |   |            
|Total Liabilities                                       |  |             | 10,676,996 |             |   | 2,500,205  
|                                                        |  |             |            |             |   |            
|                                                        |  |            
|PARTNERS CAPITAL                                       |  |             |            |             |   |            
|Partners Capital                                       |  |             | 80,674,053 |             |   | 98,140,029 
|                                                        |  |             |            |             |   |            
|Total Liabilities and Partners Capital                 |  | $           | 91,351,049 |             | $ | 100,640,234
|                                                        |  |             |            |             |   |            

See accompanying notes to financial statements.



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Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of September 30, 2008 (unaudited)



|                                                                                |  |             |            |                             |       |  
|------------------------------------------------------------------------------- |  | ----------- | ---------- | --------------------------- | ----- | -
|                                                                                |  | MarketValue |            | Percent ofPartners Capital |      
|US Government Sponsored Institutions: (total cost - $11,045,085)                |  |             |            |                             |       |  
|                                                                                |  |            
|US Treasury Notes Series D due 11/15/2008 at 4.750% principal amount $3,000,000 |  |             | 3,014,310  |                             | 3.74  |  
|US Treasury Notes Series D due 1/15/2009 at 3.250% principal amount $3,00,000   |  |             | 3,020,640  |                             | 3.74  |  
|US Treasury Notes Series W due 1/15/2009 at 4.750% principal amount $2,500,000  |  |             | 2,533,600  |                             | 3.14  |  
|US Treasury Bill due 1/22/2009, principal amount $2,500,000                     |  |             | 2,492,150  |                             | 3.09  |  
|                                                                                |  |             |            |                             |       |  
|                                                                                |  | $           | 11,060,700 |                             | 13.71 | %
|                                                                                |  |             |            |                             |       |  



|                                                        |  |                    |  |              |            |   |                             |       |  
|------------------------------------------------------- |  | ------------------ |  | ------------ | ---------- | - | --------------------------- | ----- | -
|                                                        |  | Number ofContracts |  | Market Value |            |   | Percent of PartnersCapital |      
|Unrealized gains (99.97% US based)                      |  |                    |  |              |            |   |                             |       |  
|Energy                                                  |  | 227                |  | $            | 556,956    |   |                             | 0.69  | %
|Metals                                                  |  | 321                |  |              | 2,046,561  |   |                             | 2.54  |  
|Agricultural                                            |  | 80                 |  |              | 21,481     |   |                             | 0.03  |  
|                                                        |  |                    |  |              |            |   |                             |       |  
|                                                        |  | 628                |  |              | 2,624,998  |   |                             | 3.26  | %
|                                                        |  |                    |  |              |            |   |                             |       |  
|Unrealized losses (97.69% US based)                     |  |                    |  |              |            |   |                             |       |  
|Energy                                                  |  | 133                |  |              | 1,138,773  |   |                             | 1.41  | %
|Metals                                                  |  | 615                |  |              | 5,852,606  |   |                             | 7.25  |  
|Agricultural                                            |  | 1,054              |  |              | 4,662,280  |   |                             | 5.78  |  
|                                                        |  |                    |  |              |            |   |                             |       |  
|                                                        |  | 1,802              |  | $            | 11,653,659 |   |                             | 14.44 | %
|                                                        |  |                    |  |              |            |   |                             |       |  
|Unrealized net trading losses on open futures contracts |  |                    |  | $            | (9,028,661 | ) |                             |       |  
|                                                        |  |                    |  |              |            |   |                             |       |  

See accompanying notes to financial statements.



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Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of December 31, 2007 (unaudited)



|                                                                                |  |             |            |                             |       |  
|------------------------------------------------------------------------------- |  | ----------- | ---------- | --------------------------- | ----- | -
|                                                                                |  | MarketValue |            | Percent ofPartners Capital |      
|US Government Sponsored Institutions: (total cost - $84,487,435)                |  |             |            |                             |       |  
|                                                                                |  |            
|US Treasury Notes Series R due 1/31/2008 at 4.375% principal amount $1,500,000  |  |             | 1,501,635  |                             | 1.53  |  
|US Treasury Notes Series D due 11/15/2008 at 4.750% principal amount $3,000,000 |  |             | 3,003,750  |                             | 3.06  |  
|US Federal Mortgage Notes due 1/15/2008 at 5.500%, principal amount $5,000,000  |  |             | 5,001,550  |                             | 5.10  |  
|US Federal Mortgage Notes due 2/8/2008 at 4.625%, principal amount $1,000,000   |  |             | 1,000,000  |                             | 1.02  |  
|US Federal Mortgage Notes due 2/15/2008 at 3.625%, principal amount $5,000,000  |  |             | 4,993,750  |                             | 5.09  |  
|US Federal Mortgage Notes due 3/15/2008 at 2.750%, principal amount $9,000,000  |  |             | 8,966,250  |                             | 9.14  |  
|US Federal Mortgage Notes due 4/18/2008 at 4.125%, principal amount $7,500,000  |  |             | 7,490,625  |                             | 7.63  |  
|US Federal Mortgage Notes due 6/03/2008 at 4.300%, principal amount $2,000,000  |  |             | 1,997,500  |                             | 2.04  |  
|US Federal Mortgage Notes due 6/15/2008 at 5.250%, principal amount $2,500,000  |  |             | 2,508,600  |                             | 2.56  |  
|US Federal Mortgage Notes due 6/25/2008 at 5.250%, principal amount $7,500,000  |  |             | 7,528,125  |                             | 7.67  |  
|US Federal Mortgage Notes due 8/15/2008 at 3.250%, principal amount $1,000,000  |  |             | 993,440    |                             | 1.01  |  
|US Federal Mortgage Notes due 9/12/2008 at 4.875%, principal amount $6,400,000  |  |             | 6,426,048  |                             | 6.55  |  
|US Federal Mortgage Notes due 9/16/2008 at 5.000%, principal amount $3,300,000  |  |             | 3,316,500  |                             | 3.38  |  
|US Federal Mortgage Notes due 10/15/2008 at 4.500%, principal amount $5,000,000 |  |             | 5,015,650  |                             | 5.11  |  
|US Federal Mortgage Notes due 10/28/2008 At 5.300%, principal amount $3,000,000 |  |             | 3,027,060  |                             | 3.08  |  
|US Federal Mortgage Notes due 12/10/2008 At 4.300%, principal amount $4,000,000 |  |             | 4,002,520  |                             | 4.08  |  
|US Federal Mortgage Notes due 2/17/2009 At 4.875%, principal amount $2,000,000  |  |             | 2,020,620  |                             | 2.06  |  
|US Federal Mortgage Notes due 3/15/2009 At 5.750%, principal amount $6,000,000  |  |             | 6,131,280  |                             | 6.25  |  
|US Federal Mortgage Notes due 5/15/2009 At 4.250%, principal amount $6,000,000  |  |             | 6,043,140  |                             | 6.16  |  
|US Federal Mortgage Notes due 7/13/2009 At 5.125%, principal amount $2,000,000  |  |             | 2,044,380  |                             | 2.08  |  
|Other                                                                           |  |             | 1,865,608  |                             | 1.90  |  
|                                                                                |  |             |            |                             |       |  
|                                                                                |  | $           | 84,898,031 |                             | 86.51 | %
|                                                                                |  |             |            |                             |       |  

See accompanying notes to financial statements.



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Rogers International Raw Materials Fund, L.P.

Schedule of Investments as of December 31, 2007 (unaudited)

Open Futures Contracts:



|                                                       |  |                    |  |             |           |                             |      |  
|------------------------------------------------------ |  | ------------------ |  | ----------- | --------- | --------------------------- | ---- | -
|                                                       |  | Number ofContracts |  | MarketValue |           | Percent of PartnersCapital |     
|Unrealized gains (95.89% US based)                     |  |                    |  |             |           |                             |      |  
|Energy                                                 |  | 100                |  | $           | 1,011,288 |                             | 1.03 | %
|Metals                                                 |  | 364                |  |             | 957,330   |                             | 0.98 |  
|Agricultural                                           |  | 191                |  |             | 2,075,677 |                             | 2.12 |  
|                                                       |  |                    |  |             |           |                             |      |  
|                                                       |  | 655                |  | $           | 4,044,295 |                             | 4.12 | %
|                                                       |  |                    |  |             |           |                             |      |  
|Unrealized losses (99.99% US based)                    |  |                    |  |             |           |                             |      |  
|Energy                                                 |  | 135                |  | $           | 85,081    |                             | 0.09 | %
|Metals                                                 |  | 516                |  |             | 2,702,201 |                             | 2.75 |  
|Agricultural                                           |  | 213                |  |             | 108,307   |                             | 0.11 |  
|                                                       |  |                    |  |             |           |                             |      |  
|                                                       |  | 864                |  | $           | 2,895,589 |                             | 2.95 | %
|                                                       |  |                    |  |             |           |                             |      |  
|Unrealized net trading gains on open futures contracts |  |                    |  | $           | 1,148,706 |                             |      |  
|                                                       |  |                    |  |             |           |                             |      |  

See accompanying notes to financial statements.



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Rogers International Raw Materials Fund, L.P.

Statements of Operations for the Three and Nine Months Ended September 30, 2008 (unaudited) and September 30, 2007 (unaudited)



|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|------------------------------------------------------- |  | ---------------------- | ----------- | - | ---------------------- | - | --------- | ---------------------- |  | - | ---------------------- | - |  | - | ---------- | -
|                                                        |  | 3 monthsended9/30/2008 |             |   | 3 monthsended9/30/2007 |   |           | 9 monthsended9/30/2008 |  |   | 9 monthsended9/30/2007 |  
|Trading gains (losses):                                 |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|Realized net trading gains (losses)  commodities       |  | $                      | (18,018,171 | ) |                        | $ | 4,564,234 |                        |  | $ | 5,713,131              |   |  | $ | 8,748,113  |  
|Realized (losses) on securities                         |  |                        | (30,539     | ) |                        |   | 15,083    |                        |  |   | 115,325                |   |  |   | 5,992      |  
|Change in unrealized net trading (losses)  commodities |  |                        | (13,138,938 | ) |                        |   | 3,822,904 |                        |  |   | (10,177,367            | ) |  |   | 3,570,813  |  
|Change in unrealized (losses) on securities             |  |                        | (4,396      | ) |                        |   | 390,697   |                        |  |   | (394,499               | ) |  |   | 353,565    |  
|Foreign exchange (losses)                               |  |                        |             |   |                        |   | (685      | )                      |  |   |                        |   |  |   | (1,674     | )
|Commissions                                             |  |                        | (40,968     | ) |                        |   | (48,267   | )                      |  |   | (147,216               | ) |  |   | (175,446   | )
|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|Net gains from trading activities                       |  |                        | (31,233,012 | ) |                        |   | 8,743,966 |                        |  |   | (4,890,626             | ) |  |   | 12,501,363 |  
|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|Investment income:                                      |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|Interest income  US Government obligations             |  |                        | 411,459     |   |                        |   | 807,958   |                        |  |   | 1,897,534              |   |  |   | 2,048,561  |  
|Interest income  Other                                 |  |                        | 141,676     |   |                        |   | 110,739   |                        |  |   | 396,361                |   |  |   | 391,068    |  
|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|                                                        |  |                        | 553,135     |   |                        |   | 918,697   |                        |  |   | 2,293,895              |   |  |   | 2,439,629  |  
|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|Expenses:                                               |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|Management fees  General Partner                       |  |                        | 261,322     |   |                        |   | 209,595   |                        |  |   | 786,267                |   |  |   | 639,703    |  
|Administrative fees                                     |  |                        | 395,640     |   |                        |   | 384,397   |                        |  |   | 1,194,469              |   |  |   | 1,101,732  |  
|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|                                                        |  |                        | 656,962     |   |                        |   | 593,992   |                        |  |   | 1,980,736              |   |  |   | 1,741,435  |  
|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|Net investment income (loss)                            |  |                        | (103,827    | ) |                        |   | 324,705   |                        |  |   | 313,159                |   |  |   | 698,194    |  
|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  
|Net income (loss)                                       |  | $                      | (31,336,839 | ) |                        | $ | 9,068,671 |                        |  | $ | (4,577,467             | ) |  | $ | 13,199,557 |  
|                                                        |  |                        |             |   |                        |   |           |                        |  |   |                        |   |  |   |            |  

See accompanying notes to financial statements.



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Rogers International Raw Materials Fund, L.P.

Statements of Changes in Partners Capital for the Nine Months Ended September 30, 2008 (unaudited) and September 30, 2007 (unaudited)



|                                         |  |                       |             |   |                       |   |             |  
|---------------------------------------- |  | --------------------- | ----------- | - | --------------------- | - | ----------- | -
|                                         |  | 9 monthsended 9/30/08 |             |   | 9 monthsended 9/30/07 |  
|Partners Capital at beginning of period |  | $                     | 98,140,029  |   |                       | $ | 100,070,417 |  
|                                         |  |                      
|Contributions                            |  |                       |             |   |                       |   |             |  
|                                         |  |                      
|Net income                               |  |                       | (4,577,467  | ) |                       |   | 13,199,557  |  
|                                         |  |                      
|Withdrawals                              |  |                       | (12,888,509 | ) |                       |   | (18,258,010 | )
|                                         |  |                       |             |   |                       |   |             |  
|Partners Capital at end of period       |  | $                     | 80,674,053  |   |                       | $ | 95,011,964  |  
|                                         |  |                       |             |   |                       |   |             |  
|                                         |  |                      
|                                         |  | 09/30/08              |             |   | 09/30/07              |  
|Per unit data                            |  |                       |             |   |                       |   |             |  
|Net asset value                          |  | $                     | 214.00      |   |                       | $ | 213.32      |  
|                                         |  |                       |             |   |                       |   |             |  
|Units outstanding                        |  |                       | 376,976     |   |                       |   | 445,401     |  
|                                         |  |                       |             |   |                       |   |             |  

See accompanying notes to financial statements.



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Rogers International Raw Materials Fund, L.P.

Financial Highlights for the Three and Nine Months Ended September 30, 2008 (unaudited) and September 30, 2007 (unaudited)

Per Unit Performance



|                                                                   |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|------------------------------------------------------------------ |  | ---------------------- | ------ | - | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- | - |  | - | ------ | -
|                                                                   |  | 3 monthsended9/30/2008 |        |   | 3 monthsended9/30/2007 |   |        | 9 monthsended9/30/2008 |  |   | 9 monthsended9/30/2007 |  
|Net asset value per unit at the beginning of the period            |  | $                      | 295.17 |   |                        | $ | 193.59 |                        |  | $ | 230.21                 |   |  | $ | 185.26 |  
|Income                                                             |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Net Trading Gains (Losses)                                         |  |                        | (80.90 | ) |                        |   | 19.02  |                        |  |   | (16.99                 | ) |  |   | 26.64  |  
|Investment                                                         |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Investment Income                                                  |  |                        | 1.44   |   |                        |   | 2.00   |                        |  |   | 5.70                   |   |  |   | 4.96   |  
|                                                                   |  |                        |        |  
|Expenses                                                           |  |                        | (1.71  | ) |                        |   | (1.29  | )                      |  |   | (4.92                  | ) |  |   | (3.54  | )
|                                                                   |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Net investment income (loss)                                       |  |                        | (0.27  | ) |                        |   | 0.71   |                        |  |   | 0.78                   |   |  |   | 1.42   |  
|                                                                   |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Net income (loss) per Unit                                         |  |                        | (81.17 | ) |                        |   | 19.73  |                        |  |   | (16.21                 | ) |  |   | 28.06  |  
|                                                                   |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|Net Asset Value per unit at the end of the period                  |  | $                      | 214.00 |   |                        | $ | 213.32 |                        |  | $ | 214.00                 |   |  | $ | 213.32 |  
|                                                                   |  |                        |        |   |                        |   |        |                        |  |   |                        |   |  |   |        |  
|                                                                   |  |                        |        |  
|                                                                   |  | 3 monthsended9/30/2008 |        |   | 3 monthsended9/30/2007 |   |        | 9 monthsended9/30/2008 |  |   | 9 monthsended9/30/2007 |  
|Ratio of Net Investment Income (Loss) to Average Partners Capital |  |                        | 0.11   | % |                        |   | 0.35   | %                      |  |   | 0.32                   | % |  |   | 0.74   | %
|                                                                   |  |                        |        |  
|Ratio of Expenses to Average Partners Capital                     |  |                        | 0.67   | % |                        |   | 0.64   | %                      |  |   | 2.01                   | % |  |   | 1.85   | %
|                                                                   |  |                        |        |  
|Total Return                                                       |  |                        | -27.50 | % |                        |   | 10.19  | %                      |  |   | -7.04                  | % |  |   | 15.15  | %

See accompanying notes to financial statements.

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).



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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 and nine months ended September 30, 2008 and 2007 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).

As of November 1, 2005, the Partnership commenced tracking the Index at an 80% level and, accordingly, Beeland Management reduced its management fee to a 0.8% per annum rate. January 1, 2007, the
Partnership began tracking the Index at a 90% level, and, accordingly, increased its management fee to a 0.9% per annum rate. On September 1, 2007, the Partnership began tracking the Index at a 95%, and, accordingly, increased its
management fee to a 0.95% per annum rate. Effective January 1, 2008, the Partnership resumed tracking the Index at a 100% level, and accordingly, increased its management fee to a 1.00% per annum rate.

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

Uhlmann Price Securities L.L.C.
(Uhlmann), one of several broker-dealers selling units of the Partnership and a related party to the General Partner, 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:



|                                  |  |                        |  |                        |  |                        |  |                       
|--------------------------------- |  | ---------------------- |  | ---------------------- |  | ---------------------- |  | ----------------------
|                                  |  | 3 monthsended9/30/2008 |  | 3 monthsended9/30/2007 |  | 9 monthsended9/30/2008 |  | 9 monthsended9/30/2007
|Management fees  General Partner |  | 261,322                |  | 210,963                |  | 786,267                |  | 430,108               
|Selling fees  Uhlmann            |  |                       |  |                       |  |                       |  |                      

Note 3. Recent Account Pronouncements:

Statement of Financial Accounting Standards No. 161 (SFAS 161),Disclosures about Derivative Instruments and Hedging Activitieswas issued on March 19, 2008. SFAS 161 expands the disclosures required by Statement of Financial Accounting Standards No. 133, Accounting for Derivatives and Hedging Activitiesabout an entitys derivative instruments and
hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Partnership is currently evaluating the provisions of SFAS 161 and their impact on the Partnerships financial
statements.

Effective January 1, 2008, the Partnership has adopted the provisions of the Statement of Financial Accounting Standard
No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. As of September 30, 2008, adoption of SFAS 157
had no impact on the net assets of the Partnership.

The Partnership segregates its investments into three levels based upon the inputs
used to derive the fair value. Level 1 investments use inputs from unadjusted quoted prices from active markets. Level 2 investments reflect inputs other than quoted prices, but use observable market data. Level 3
investments are valued using unobservable inputs. These unobservable inputs for Level 3 investments reflect the Partnerships assumption about the assumptions market participants would use in pricing the investments. As of
September 30, 2008, the Partnership did not have any positions in Level 3.

The following is a summary of the inputs used
in valuing the Partnerships assets at fair value:



|                                         |  |         |   |         |   |           
|---------------------------------------- |  | ------- | - | ------- | - | ----------
|                                         |  | Level 1 |   | Level 2
|Investments in US Government Obligations |  | $       |  |         | $ | 11,060,700
|Futures Contracts                        |  |         |  |         |   |           
|                                         |  |         |   |         |   |           
|Total                                    |  | $       |  |         | $ | 11,060,700

Note 4. Partnership Capital and Redemptions:

The Partnership accepts contributions as of the close of business on the last business day of each month for investment on the first day of the next
succeeding month. The General Partner may accept or reject contributions and waive the minimum contribution amounts in its sole discretion. At September 30, 2008, the Partnership was not accepting contributions from new or existing investors.

As of September 30, 2008 and December 31, 2007, the General Partner has a capital balance of $913,491 and $982,140,
respectively, in the Partnership.



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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)



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 6), 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 6, as well as amounts the Partnership is seeking to recover
through participation in the Refco Capital Markets Litigation Trust described below in Note 6.

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

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

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

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

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.

Note 6.
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.



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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)



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 September 30, 2008, approximately 91.80% of the value of those claims has been distributed in multiple distributions, and the
Partnership has received $69,085,084, 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 September 30, 2008, the Partnership has recovered $204,694 in
respect to its FX Claims, or approximately 44.57% 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.

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



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Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (unaudited)



official proof of claim in the Refco, LLC case on July 12, 2006. On October 3, 2006, following a three day trial in late September, the Partnership
agreed to settle its claims against Refco, LLC and has received $6,227,819 in proceeds from that settlement, equal to approximately 8% of the value of the Partnerships claims against Refco Capital Markets. Such proceeds were allocated among
all partners in the Partnership as of October 31, 2005 on a pro rata basis, with redeemed partners receiving cash distributions.

As
of September 30, 2008 approximately $197,751 of the Partnerships Refco Capital Markets bankruptcy claim has yet to be recovered by the Partnership, inclusive of amounts yet to be distributed by Refco Capital Markets and received by the
Partnership in connection with the settlement described above.

The General Partner anticipates that the remaining 0.26% of the
Partnerships Refco Capital Market Bankruptcy claim will be received from 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.

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

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



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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 September 30, 2008, 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 Beeland Management currently does not have sufficient information to determine whether or not the Partnership will sustain any loss on its
assets still involved in Refco Capital Markets bankruptcy matters (or the amount of any such loss), the Partnership is able to provide only estimated values for its Units. Nevertheless, the Partnership is continuing its operations tracking the
Rogers International Commodity Index and provides monthly special redemptions which allow limited partners to receive a portion of the Partnerships assets attributable to their interests in the Partnership, with the balance of their redemption
proceeds to be distributed once matters arising out of the Refco Capital Markets bankruptcy are finally resolved or Beeland Management otherwise has sufficient information to accurately value the Units. Such redemption proceeds will reflect any
losses incurred due to Refco Capital Markets bankruptcy as well as all expenses incurred in connection with recovering the Partnerships assets from Refco Capital Markets.



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RESULTS OF OPERATIONS

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

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

At September 30, 2008 and 2007, the Partnerships net assets were $80,674,053 and $95,011,964, respectively.



|                                    |  |                                 |             |   |                                 |   |           |                                 |  |   |                                 |   |  |   |            |  
|----------------------------------- |  | ------------------------------- | ----------- | - | ------------------------------- | - | --------- | ------------------------------- |  | - | ------------------------------- | - |  | - | ---------- | -
|                                    |  | 3 months endedSeptember 30,2008 |             |   | 3 months endedSeptember 30,2007 |   |           | 9 months endedSeptember 30,2008 |  |   | 9 months endedSeptember 30,2007 |  
|Net Revenues                        |  |                                 |             |   |                                 |   |           |                                 |  |   |                                 |   |  |   |            |  
|Realized net trading gains (losses) |  | $                               | (18,048,710 | ) |                                 | $ | 4,579,317 |                                 |  | $ | 5,828,456                       |   |  | $ | 8,754,105  |  
|Unrealized trading gains (losses)   |  |                                 | (13,143,334 | ) |                                 |   | 4,213,601 |                                 |  |   | (10,571,866                     | ) |  |   | 3,924,378  |  
|Interest income                     |  |                                 | 553,135     |   |                                 |   | 918,697   |                                 |  |   | 2,293,895                       |   |  |   | 2,439,629  |  
|Commissions                         |  |                                 | (40,968     | ) |                                 |   | (48,267   | )                               |  |   | (147,216                        | ) |  |   | (175,446   | )
|Foreign exchange gain (losses)      |  |                                 |             |   |                                 |   | (685      | )                               |  |   |                                 |   |  |   | (1,674     | )
|                                    |  |                                 |             |  
|Total Net Revenues                  |  | $                               | (30,679,877 | ) |                                 | $ | 9,662,663 |                                 |  | $ | (2,596,731                      | ) |  | $ | 14,940,992 |  
|                                    |  |                                 |             |  
|                                    |  | 3 months endedSeptember 30,2008 |             |   | 3 months endedSeptember 30,2007 |   |           | 9 months endedSeptember 30,2008 |  |   | 9 months endedSeptember 30,2007 |  
|Operating Expenses                  |  |                                 |             |   |                                 |   |           |                                 |  |   |                                 |   |  |   |            |  
|Management fees                     |  | $                               | 261,322     |   |                                 | $ | 209,595   |                                 |  | $ | 786,267                         |   |  | $ | 639,703    |  
|Administrative fees                 |  |                                 | 395,640     |   |                                 |   | 384,397   |                                 |  |   | 1,194,469                       |   |  |   | 1,101,732  |  
|                                    |  |                                 |             |  
|Total Operating Expenses            |  | $                               | 656,962     |   |                                 | $ | 593,992   |                                 |  | $ | 1,980,736                       |   |  | $ | 1,741,435  |  
|                                    |  |                                 |             |  
|Net Income (Loss)                   |  | $                               | (31,336,839 | ) |                                 | $ | 9,068,671 |                                 |  | $ | (4,577,467                      | ) |  | $ | 13,199,557 |  

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

Results of Operations

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.



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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.

Units of the Fund posted a gain of 4.35% in April. The energy and agricultural sectors posted a sector gains of 5.05% and 0.15%,
respectively while the metal sector posted a loss of -0.55%. Highest grossing commodities for April were crude oil, brent oil, and RBOB gasoline.

Units of the Fund posted a gain 3.72% in May. The energy sector posted a huge sector gain of 5.88% while the agricultural and metal sectors lost 0.84% and 1.20%, respectively. The highest grossing commodities in May were all from the energy
sector and coincidentally the same as April: crude oil, brent oil, and RBOB gasoline.

Units of the Fund posted a gain of 8.34%, its third
consecutive gain, for the month of June. All sectors had positive returns. The energy and the agricultural sector had returns of 4.10% and 3.74%, respectively while the metal sector returned approximately 0.71%. Agricultural commodities were the
highest grossing with soybean meal, corn, and soybeans as the top performers. After Junes performance, the Fund was up 28.22% for the six months ended June 30, 2008.

Units of the Fund posted a loss in July of -9.51%, the first loss of the fiscal year. All sectors posted negative returns. The energy, agricultural, and
metal sectors posted losses of -5.81%, -3.11%, and -0.54%, respectively. Highest grossing commodities were lead, lean hogs, sugar, and silver.

Units of the Fund posted its second 2008 monthly loss in August of -7.05%. All sectors posted negative returns for a second consecutive month. The energy, agricultural, and metal sectors posted losses of -3.52%, -2.19%, and -1.27%,
respectively. Highest grossing commodities were nickel, rice, coffee, orange juice, and cocoa.

Units of the Fund posted another loss in
September of -13.80%. All sectors, once again, posted negative return for the third quarter 2008. Highest grossing commodities were gold, rice, greasy wool, azuki beans, and barley. For the nine months ended September 30, 2008, the Fund was
down -7.04% year to date.

2007

Units of the Fund were down 3.11% in January. All fund sectors, agriculture, metals, and energy posted losses for the first month of 2007 however it was the significant declines in the energy sector the contributed to the majority of the
Funds losses for the January. Crude oil and brent oil were two of the worst performing commodities as prices were declining after reaching an all time nominal high at the beginning of the month.

Units of the Fund were up 3.60% in February. The Fund finished the month with net profits in all three of its market sectors. At month end, crude oil hit
a new nominal high of $103.05 dollars per barrel which contributed to the strong gains for the month. The three top performing commodities were crude oil, brent oil and RBOB gasoline.

Units of the Fund were up 1.31% in March. For the month of March 2007, the sectors of the index had mixed results. Energy was up 2.45%, metals inched up
slightly at 0.39% while the agriculture sector lost 1.58% from their closing levels at the end of February. The marketplace had concerns about the Chinese economy, and a slowdown in the Chinese economy was primarily responsible for the losses
incurred in the agricultural sector. Nonetheless, the Fund ended the year up 1.70% for the quarter ended March 31, 2007.



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Units of the Fund were up 0.23% in April. The sectors posted mixed results in April and while the metals
sector was up 1.18%, both energy and agriculture sectors posted small losses of 0.29% and 0.72%, respectively. The top performing commodities were wheat, copper, and zinc.

Units of the Fund were up slightly in May posting a meager gain of 0.10%. Once again, the index sectors posted mixed results and while agriculture was up
1.35%, metals and energies posted losses of 0.16% and 1.05%, respectively. The top performing commodities of the month were lead, corn, and soybeans.

Units of the Fund were up in June posting a gain of 2.42%. The sector performance was mixed with energies and agriculture posting gains of 2.06% and 0.65%, respectively. The top performing commodities of the month
were crude oil, wheat, and brent crude. The Fund was up 4.50% for the six months ended June 30, 2007.

Units of the Fund were up in
July, posting a gain of 4.13%. All sectors posted gains, energies led the sector gains of 2.42% with the metals and agriculture sectors trailing at 0.83% and 0.60%, respectively. The top performing commodities were crude oil, brent oil, wheat, lead,
and copper.

Units of the Fund posted a loss of -2.61% in August. The agricultural sector posted the only sector gain while the energy and
metal sectors both posted losses. The highest grossing commodities for the month of August were wheat, soybeans, soybean meal, lead, and rice.

Units of the Fund posted a gain of 8.66% in September. All sectors, agricultural, energy, and metals, posted gains for the month. The highest grossing commodities were crude oil, wheat, brent oil, corn, and soybeans. For the nine months
ended September 30, 2007, the Funds year-to-date return is 15.15%.

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.



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CRITICAL ACCOUNTING POLICIES  VALUATION OF THE PARTNERSHIPS POSITIONS

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTRACTUAL OBLIGATIONS

The Partnership does not enter into any contractual obligations or
commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources. The Partnerships sole business is trading futures, forward, and other over the
counter contracts. All such contracts are settled by offset, not delivery. The Partnerships Financial Statements, included in this report, present an unaudited Schedule of Investments setting forth unrealized gain and unrealized loss on the
Partnerships open futures contracts at September 30, 2008 and December 31, 2007.



|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.



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QUANTIFYING THE PARTNERSHIPS TRADING VALUE AT RISK

Quantitative Forward-Looking Statements

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

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

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

The following table indicates the trading Value at Risk associated with the Partnerships open positions by market
category as of September 30, 2008. Percent of Net Assets figures shown below for 2008 are based in part on Partnership assets held at Refco Capital Markets and, accordingly, are estimates only. It is unknown whether or not the Partnership will
sustain a loss on its assets held at Refco Capital Markets or the amount of any such loss.



|              |  |               |           |                       |      |  
|------------- |  | ------------- | --------- | --------------------- | ---- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |     
|Agricultural  |  | $             | 1,832,031 |                       | 2.27 | %
|Metals        |  | $             | 1,778,585 |                       | 2.20 | %
|Energy        |  | $             | 3,615,549 |                       | 4.48 | %
|              |  |              
|TOTAL:        |  | $             | 7,226,165 |                       | 8.96 | %

The following table indicates the trading Value at Risk associated with the Partnerships
open positions by market category as of December 31, 2007. Percent of Net Assets figures shown below for 2007 are based in part on Partnership assets held at Refco Capital Markets and, accordingly, are estimates only. It is unknown whether or
not the Partnership will sustain a loss on its assets held at Refco Capital Markets or the amount of any such loss.



|              |  |               |           |                       |      |  
|------------- |  | ------------- | --------- | --------------------- | ---- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |     
|Agricultural  |  | $             | 1,305,891 |                       | 1.33 | %
|Metals        |  | $             | 1,460,030 |                       | 1.49 | %
|Energy        |  | $             | 2,180,177 |                       | 2.22 | %
|              |  |              
|TOTAL:        |  | $             | 4,946,098 |                       | 5.04 | %



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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 the bankruptcy of Refco Capital Markets as of the settlement proceeds due the Partnership have not been finally determined. Additionally, the Partnership is seeking the final distributions through participation in the Refco Capital
Markets Litigation Trust, to recover the difference between the amount of Partnership assets initially involved in the Refco Capital Markets bankruptcy and the amount it receives from its settlements with Refco Capital Markets and Refco LLC. The
Refco Capital Markets Litigation Trust has brought claims against third parties seeking in excess of $2 billion in recoveries 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 September 30, 2008 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.



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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.

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 4. | 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 2007) 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.



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

There were no changes to internal
control or financial reporting procedures occurring during the quarter ended September 30, 2008 that have materially effected, or are reasonably likely to affect, internal control over financial reporting. However, as referenced above, the
General Partner has concluded that the small number of people working at the General Partner who have access to key data is a material weakness in internal control procedures that could impact financial reporting. While management is actively taking
steps to address all internal control procedures, as of the date of this report the General Partner has not hired any additional personnel. The General Partner has, however, engaged consultants to assist in the identification and design of effective
internal controls, provided General Partner employees educational materials to assist with their understanding of effective internal controls and is developing procedures to better document employee review and controls for third parties to test the
existence of controls.



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PART II-OTHER INFORMATION



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

As previously reported by the
Partnership, on October 24, 2005, the Partnership, along with the Rogers Raw Materials Fund, L.P., commenced an Adversary Proceeding in the United States Bankruptcy Court for the Southern District of New York against Refco Capital Markets. The
complaint alleged that Refco Capital Markets wrongfully and fraudulently obtained possession of Partnership assets and that such assets are Partnership property, not the property of Refco Capital Markets bankruptcy estate, and requested that
the Court enter judgment requiring that property to be returned to the Partnership immediately. On or about June 29, 2006, a settlement agreement was reached by and among Refco Capital Markets, through its trustee in its Chapter 11 bankruptcy
case, and certain customers and other creditors of Refco Capital Markets (the Settlement Agreement). On or about July 20, 2006, the Partnership joined the Settlement Agreement, settling its claims in the Adversary Proceedings and
agreeing to receive the same rights and benefits, including the rights of distribution, as securities customers of Refco Capital Markets, while preserving its rights to pursue claims against Refco, LLC, as described below. The Bankruptcy Court
approved the settlement at a hearing held on September 14, 2006. At that hearing, a global settlement was announced that would resolve key disputes among all of the Refco entity bankruptcy estates. The Partnership is among many parties to the
global settlement which is embodied in a disclosure statement and plan of reorganization filed by the Refco debtors at the end of the settlement hearing. The Bankruptcy Court entered an order approving the disclosure statement on October 20,
2006 and confirmed the plan of reorganization at a hearing held December 15, 2006. Under the plan of reorganization, securities customers of Refco Capital Markets were expected to receive approximately 85% of the value of their securities
claims, however, as of September 30, 2008, the Partnership has received approximately 91.80% of the value of its securities claims from Refco Capital Markets. Under the plan of reorganization, the Partnership will also participate in 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 securities settlement with Refco Capital Markets alone.

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

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



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2007, plaintiffs filed a Consolidated Amended Derivative and Class Action Complaint (Amended Complaint). The Amended Complaint adds Connie M.
Watkins and John V. Watkins as plaintiffs. All defendants have moved to dismiss the Amended Complaint. The court has entered a briefing schedule on these motions which shall be completed by December 4, 2008.



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

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



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

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

The following tables summarize the redemptions by
investors during the three months ended September 30, 2008:



|                   |  |                 |  |                   |       
|------------------ |  | --------------- |  | ----------------- | ------
|Month:             |  | Units Redeemed: |  | NAV per Unit ($):
|July 31, 2008      |  | 9,614           |  | $                 | 267.11
|August 31, 2008    |  | 5,717           |  | $                 | 248.27
|September 30, 2008 |  | 2,435           |  | $                 | 214.00

The Redemption Date Net Asset Values per Unit during the third quarter of 2008 are estimates only
and do not reflect any possible impact of Refco Capital Markets bankruptcy on the financial position of the Partnership. Because Refco Capital Markets final distributions and recoveries from the Litigation Trust have yet to be determined, it
is unknown whether the Partnership will sustain a loss on its assets held at Refco Capital Markets or the amount of any such loss. Consequently, it is not possible to provide final Partnership Net Asset Value information for the third quarter of
2008 or until matters with Refco Capital Markets are finally resolved. The actual redemption amount of Units redeemed after September 30, 2005 will reflect any losses due to Refco Capital Markets bankruptcy as well as all expenses
incurred in connection with recovering Partnership assets from Refco Capital Markets, whether such losses or expenses were incurred before or after the effective date of a post September 30, 2005 redemption date.



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

Not applicable.



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

None



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

None



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

To be filed by amendment



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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 November 14, 2008.



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)




27