##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-K



---



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



For the fiscal year ended December 31, 2004



or



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



For the transition period from  to



Commission File number: 333-41780



---



ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

(Exact name of registrant as specified in its 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)



---



Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the
Act: None



---



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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) ̈Yes    x  No



The aggregate market value of Limited Partnership Units held by non-affiliates of the registrant, as of June 30, 2004, was approximately $19,753,802. For purposes of this
disclosure, units held by officers or principals of the General Partner have been excluded because such persons may be deemed to be affiliates. This determination is not necessarily conclusive.



Total number of Pages: 21 plus exhibits



---



---

##### Table of Contents

PART I



ITEM 1. BUSINESS



Rogers International Raw Materials Fund, L.P. (the Partnership) is an Illinois Limited Partnership established in May 2000. The Partnership
invests and trades in a portfolio of commodity futures and forward contracts. Futures contracts are contracts executed on a commodity exchange that provide generally for the future delivery of various commodities at a specified date, time and place.
When traded on an exchange, forward contracts are the equivalent of a futures contract. When not traded on an exchange, forward contracts are contracts for the purchase or sale of a commodity (such as currencies) for delivery at a future date, which
contain terms and conditions specifically negotiated by the parties. Although Beeland Management, the general partner of the Partnership, does not currently intend to do so, the Partnership may also purchase forward contracts in the off exchange or
OTC marketplace under certain circumstances if, in the sole discretion of Beeland Management, there is sufficient liquidity and depth in the relevant off exchange markets. The Partnership invests and trades exclusively on the long
side of the market. This means that the Partnership only buys positions in commodities and does not engage in any short-selling. The Partnership historically has closed out all positions by making an offsetting sale and has not taken delivery
of the actual commodities, although it may take delivery in the future. Funds for its business are obtained only by the sale of units and from the retention of any profits generated from the Partnerships trading.



The Partnerships investment activities are designed to replicate the
positions which comprise the Rogers International Commodity Index. The Index consists of a compendium, sometimes known as a basket, of raw materials employed within the world economy and traded in established markets as futures and
forward contracts. There are no short positions within the Index.



The Index was developed by James Beeland Rogers, Jr., the majority controlling owner-member of Beeland Management, to be a balanced, representative, international raw materials index. Beeland Management
believes that the Index includes most of the publicly traded raw materials used in international commerce for which futures contracts or forward contracts are regularly traded in recognized markets. It is designed to address the needs of
expanding world trade. As a licensee of the Index, Beeland Management attempts to replicate the composition of the Index using various commodity futures contracts. The weightings of the Index were selected by Mr. Rogers based on
his perception of the relative importance of those raw materials.



The Partnerships principal objective is to provide an alternative investment vehicle for investors with diversified investment portfolios. The performance of the Partnership is not correlated with traditional securities markets. In
other words, the performance of the Partnership is largely independent from how the traditional equity and debt markets perform. Accordingly, the Partnerships returns will not necessarily increase when that of stocks or bonds increase and will
not necessarily decrease when that of stocks or bonds decrease. However, the fact that the Partnerships performance is non-correlated with traditional securities markets does not mean that the Partnerships performance has a negative
correlation with such markets. In other words, the Partnership will not necessarily perform better when traditional markets decline, or perform worse when the traditional markets are rising. Rather, the Partnerships results may parallel either
stocks or bonds, or both, during significant periods of time.



The Partnership commenced trading during November 2001. The Partnership will terminate December 31, 2020 or earlier upon certain circumstances as defined in the Limited Partnership Agreement.



ITEM 2. PROPERTIES



The Partnership owns no properties.



ITEM 3. LEGAL PROCEEDINGS



None.



2



---

##### Table of Contents

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted to a vote of limited partners during fiscal year
2004.



PART II



ITEM 5. MARKET FOR REGISTRANTS LIMITED PARTNERSHIP UNITS AND RELATED PARTNER MATTERS



There is no established market for the partnership units. The
units are offered on a best efforts basis by both representatives of Beeland Management and certain broker-dealers. An offering on a best efforts basis is one in which the securities dealers participating in the offering are under no obligation to
purchase any of the securities being offered and, therefore, no specified number of securities are guaranteed to be sold and no specified amount of money is guaranteed to be raised. Derivatives Portfolio Management, L.L.C., Two Worlds Fair Drive,
P.O. Box 6741, Somerset, New Jersey, serves as the Funds subscription agent, as well as the Funds redemption agent.



The Funds initial public offering was held during Fiscal Year 2001. The units were initially offered for sale at a fixed price of $100 per unit. An
initial closing was held after a minimum of 50,000 units in subscriptions was received.



The net proceeds of the offering, after deducting the subscription fee, were placed in a trading account with the futures commission merchant. The proceeds were used to acquire a portfolio of futures positions
consistent with the Funds trading policies as well as US Treasury Securities. Generally, not more than 25% of the Funds assets are maintained in the Funds trading account with the futures commission merchant. Trading account assets
are used to satisfy minimum margin requirements for the Funds unrealized futures positions. Consistent with the Commodity Exchange Act, all of the assets of the Fund are maintained in cash and segregated customer funds, except assets, if any,
committed as margin on some non-US futures and option transactions.



The Funds trading account assets which are not committed as margin may be invested in US Treasury Securities. The Fund attempts to always maintain sufficient balances in US Treasury Securities to close out open commodity or commodity
futures positions.



After the initial closing, the purchase
price of units is the net asset value per unit as of the close of trading on the trading day preceding the effective date of the purchase. The net asset value per unit is determined by dividing the Funds net assets (total assets, including the
value of its portfolio of futures positions, minus total liabilities of the Fund) by the aggregate number of units outstanding as of the time of calculation. This net asset value may be more than or less than $100 per unit. Investors may obtain
information concerning the net asset value per unit from Derivatives Portfolio Management. Its telephone number is (732) 563-0030. In addition, each limited partner will be given a password for access to a web site for the Fund that will attempt to
report net asset value on a daily basis.



The Fund has not paid
any dividends. There are no securities authorized for issuance under equity compensation plans. The following table shows for the periods indicated the high and low sales prices for units.



|                   |  |        |  |        |  |        |  |       
|------------------ |  | ------ |  | ------ |  | ------ |  | ------
|                   |  | 2004   |  | 2003  
|                   |  | High   |  | Low    |  | High   |  | Low   
|January  March    |  | 161.04 |  | 142.38 |  | 129.52 |  | 118.81
|April  June       |  | 164.46 |  | 154.79 |  | 122.69 |  | 112.98
|July  September   |  | 172.90 |  | 154.79 |  | 130.98 |  | 124.40
|October  December |  | 175.02 |  | 163.29 |  | 142.38 |  | 132.56



3



---

##### Table of Contents

ITEM 6. SELECTED FINANCIAL DATA



|                                                       |  |            |  |            |  |          
|------------------------------------------------------ |  | ---------- |  | ---------- |  | ---------
|                                                       |  | 2004       |  | 2003       |  | 2002     
|Net gain from trading activities and investment income |  | 2,616,463  |  | 2,056,093  |  | 1,756,496
|                                                       |  |            | 
|Total expenses                                         |  | 896,849    |  | 267,777    |  | 428,941  
|                                                       |  |            | 
|Net income                                             |  | 1,719,614  |  | 1,788,316  |  | 1,327,555
|                                                       |  |            | 
|Net income per unit                                    |  | 20.91      |  | 27.82      |  | 20.90    
|Total units outstanding                                |  | 169,135    |  | 59,806     |  | 63,531   
|                                                       |  |            | 
|Total assets                                           |  | 29,737,367 |  | 14,239,347 |  | 7,524,330
|Total obligations                                      |  | 2,118,451  |  | 5,724,341  |  | 246,074  



ITEM 7. 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 will be designed to replicate the positions which comprise the Rogers International Commodity Index. The Partnership invests
and trades in a portfolio of commodity futures and forward contracts. The Partnership invests and trades solely on the long side of the market. Beeland Management, as general partner, manages all business of the Partnership.



CAPITAL RESOURCES



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



LIQUIDITY



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



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



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



4



---

##### Table of Contents

RESULTS OF OPERATIONS



|                               |  |      |           |   |      |   |           |  |   |          
|------------------------------ |  | ---- | --------- | - | ---- | - | --------- |  | - | ---------
|Net Revenues                   |  | 2004 |           |   | 2003 |   | 2002     
|Realized net trading gain      |  |      | 2,958,986 |   |      |   | 1,641,850 |  |   | 1,298,311
|Unrealized trading gain (loss) |  |      | (712,876  | ) |      |   | 245,940   |  |   | 370,218  
|Interest income                |  |      | 472,845   |   |      |   | 195,365   |  |   | 131,103  
|Foreign exchange gains         |  |      | 7,551     |   |      |   | 23,456    |  |   | 3,529    
|                               |  |      |          
|Total Net Revenues             |  | $    | 2,726,506 |   |      | $ | 2,106,611 |  | $ | 1,803,161
|                               |  |      |          
|Operating Expenses             |  | 2004 |           |   | 2003 |   | 2002     
|Brokerage commissions          |  |      | 110,043   |   |      |   | 50,518    |  |   | 46,665   
|Management fees                |  |      | 393,940   |   |      |   | 164,749   |  |   | 144,394  
|Administrative fees            |  |      | 502,909   |   |      |   | 103,028   |  |   | 145,282  
|Amortization expense           |  |      |           |   |      |   |           |  |   | 139,265  
|                               |  |      |          
|Total Operating Expenses       |  | $    | 1,006,892 |   |      | $ | 318,295   |  | $ | 475,606  



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



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



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



OFF-BALANCE SHEET RISK



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



In addition to market risk, in entering into futures and forward contracts there is a credit risk that a counterparty will not be able to meet its
obligations to the Partnership. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of
the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing
members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.



5



---

##### Table of Contents

CRITICAL ACCOUNTING POLICIES  VALUATION OF THE PARTNERSHIPS POSITIONS



Beeland Management believes that the accounting policies that will be 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 will be exchange-traded futures contracts, which will be
valued daily at settlement prices published by the exchanges. Any spot or forward foreign currency contracts held by the Partnership will also be valued at published daily settlement prices or at dealers quotes. Thus, Beeland Management
expects that under normal circumstances substantially all of the Partnerships assets will be valued on a daily basis using objective measures.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



INTRODUCTION



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



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



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



Standard of Materiality



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



QUANTIFYING THE PARTNERSHIPS TRADING VALUE
AT RISK



Quantitative Forward-Looking Statements



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



The Partnerships risk exposure in the various market sectors traded by the Partnership is quantified below in terms of Value at Risk. The
Partnership uses the absolute value of unrealized profit or loss as the measure of its Value at Risk.



6



---

##### Table of Contents

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



The following table indicates the trading Value at Risk associated with the
Partnerships open positions by market category as of December 31, 2004.



|              |  |               |           |                       |      |  
|------------- |  | ------------- | --------- | --------------------- | ---- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |     
|Agricultural  |  | $             | 482,602   |                       | 1.75 | %
|Metals        |  | $             | 570,806   |                       | 2.07 | %
|Energy        |  | $             | 943,425   |                       | 3.42 | %
|              |  |              
|TOTAL:        |  | $             | 1,996,833 |                       | 7.24 | %



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. Treasury
instruments. The market risk represented by these investments is expected to be immaterial.



QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES



The following qualitative disclosures regarding the Partnerships market risk exposures  except for (i) those disclosures that are statements
of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures  constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. The Partnerships primary market risk exposures as well as the strategies used and to be used by Beeland Management for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which
could cause the actual results of the Partnerships risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental
factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the
risk management strategies of the Partnership. There can be no assurance that the Partnerships current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective. Investors must
be prepared to lose all or substantially all of their investment in the Partnership.



The following were the primary trading risk exposures of the Partnership as of December 31, 2004 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.



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.



7



---

##### Table of Contents

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.



QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE



General



The Partnership is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that
will have a material effect on operations. From time to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Partnership generally will use a small percentage of assets as margin, the
Partnership does not believe that any increase in margin requirements, as proposed, will have a material effect on the Partnerships operations.



QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE



The means by which the Partnership attempts to manage the risk of the Partnerships open positions is essentially the same in all market categories
traded. Price Asset Management applies risk management policies to trading which generally are designed to limit the total exposure that may be taken per risk unit of assets under management. In addition, Price Asset Management follows
diversification guidelines (often formulated in terms of the balanced volatility between markets and correlated groups), as well as imposing stop-loss points for each of the Partnerships trading advisors.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The following financial statements of The Rogers International Raw Materials Fund, L.P. are included in Item 8:



|                                                                                                |  |     
|----------------------------------------------------------------------------------------------- |  | ----
|                                                                                                |  | Page
|Financial Statements                                                                            |  |     
|                                                                                                | 
|Report of Independent Registered Public Accounting Firm by Altschuler, Melvoin and Glasser LLP  |  | 9   
|                                                                                                | 
|Independent Auditors Report of Vorisek & Company                                               |  | 10  
|                                                                                                | 
|Statements of Financial Condition as of December 31, 2004 and December 31, 2003                 |  | 11  
|                                                                                                | 
|Schedule of Investments, December 31, 2004                                                      |  | 12  
|                                                                                                | 
|Schedule of Investments, December 31, 2003                                                      |  | 13  
|                                                                                                | 
|Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002                   |  | 14  
|                                                                                                | 
|Statements of Changes in Partners Capital for the Years Ended December 31, 2004, 2003 and 2002 |  | 15  
|                                                                                                | 
|Notes to Financial Statements                                                                   |  | 16  



8



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Partners of Rogers International Raw Materials Fund, L.P.:



We have
audited the accompanying statement of financial condition of Rogers International Raw Materials Fund, L.P. (the Partnership), including the schedules of investments, as of December 31, 2004 and 2003 and the related statements of
operations and changes in partners capital for the years then ended. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements based on our
audits. The financial statements of Rogers International Raw Materials Fund, L.P. as of December 31, 2002 and for the year then ended were audited by other auditors whose report dated February 27, 2003, expressed an unqualified opinion on those
statements.



We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rogers International Raw Materials Fund, L.P. as of December 31, 2004 and 2003, and the
results of its operations and changes in partners capital for the years then ended in conformity with accounting principles generally accepted in the United States.



/s/ Altschuler, Melvoin and Glasser LLP



Chicago, Illinois

March 16, 2005



9



---

##### Table of Contents

INDEPENDENT AUDITORS REPORT



To the
General Partner of Rogers International Raw Materials Fund, L.P.:

(A Limited Partnership)



We have audited the accompanying statement of financial condition of Rogers International Raw Materials Fund, L.P. as of December 31, 2002
and the statements of operations, and changes in partners equity for the year then ended. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial
statements based on our audits.



We conducted our audits in accordance with
generally accepted auditing standards. These standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Rogers International Raw Materials Fund, L.P. as of December 31, 2002 and the results of its operations for the
year then ended in conformity with generally accepted accounting principles.



/s/ Vorisek & Company, LLC



Vorisek & Company, LLC

Certified Public Accountants

McHenry, Illinois

February 27, 2003



10



---

##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

December 31, 2004 and 2003



|                                                        |  |      |            |      |   |           
|------------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                        |  | 2004 |            | 2003
|ASSETS                                                  |  |      |            |      |   |           
|                                                        |  |     
|Cash at bank                                            |  | $    | 1,560,853  |      | $ | 2,711,877 
|Cash at broker                                          |  |      | 3,598,083  |      |   | 609,790   
|Investment in US Government obligations                 |  |      | 24,447,769 |      |   | 10,261,500
|Unrealized net trading gains on open futures contracts  |  |      |           |      |   | 620,470   
|Interest receivable                                     |  |      | 127,842    |      |   |           
|Other                                                   |  |      | 2,820      |      |   | 35,710    
|                                                        |  |      |            |      |   |           
|Total Assets                                            |  | $    | 29,737,367 |      | $ | 14,239,347
|                                                        |  |      |            |      |   |           
|LIABILITIES                                             |  |      |            |      |   |           
|                                                        |  |     
|Unrealized net trading losses on open futures contracts |  | $    | 23,348     |      | $ |          
|Commissions payable                                     |  |      | 8,362      |      |   | 3,794     
|Accrued management fees  General Partner               |  |      | 40,922     |      |   | 20,592    
|Administrative fees payable                             |  |      | 214,080    |      |   | 189,446   
|Redemptions payable                                     |  |      | 147,851    |      |   | 2,742,486 
|Subscriptions received in advance                       |  |      | 1,683,888  |      |   | 2,768,023 
|                                                        |  |      |            |      |   |           
|Total Liabilities                                       |  |      | 2,118,451  |      |   | 5,724,341 
|                                                        |  |      |            |      |   |           
|PARTNERS CAPITAL                                       |  |      |            |      |   |           
|                                                        |  |     
|Partners Capital                                       |  |      | 27,618,916 |      |   | 8,515,006 
|                                                        |  |      |            |      |   |           
|Total Liabilities and Partners Capital                 |  | $    | 29,737,367 |      | $ | 14,239,347
|                                                        |  |      |            |      |   |           



See accompanying notes
to financial statements.



11



---

##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

SCHEDULE OF INVESTMENTS

December 31, 2004



|                                                                                    |  |                    |  |              |            |   |                             |       |  
|----------------------------------------------------------------------------------- |  | ------------------ |  | ------------ | ---------- | - | --------------------------- | ----- | -
|                                                                                    |  |                    |  | Market Value |            |   | Percent ofPartners Capital |      
|US Government obligations: (total cost - $24,508,959)                               |  |                    |  |              |            |   |                             |       |  
|                                                                                    |  |                    | 
|US Federal Home Loan Bank Notes due 6/15/05 at 1.625%, principal amount $14,500,000 |  |                    |  | $            | 14,433,164 |   |                             | 52.26 | %
|US Federal Home Loan Bank Notes due 8/15/05 at 3.000%, principal amount $10,000,000 |  |                    |  |              | 10,014,605 |   |                             | 36.26 |  
|                                                                                    |  |                    |  |              |            |   |                             |       |  
|                                                                                    |  |                    |  | $            | 24,447,769 |   |                             | 88.52 | %
|                                                                                    |  |                    |  |              |            |   |                             |       |  
|                                                                                    |  |                    | 
|Open Futures Contracts:                                                             |  |                    |  |              |            |   |                             |       |  
|                                                                                    |  |                    | 
|                                                                                    |  | Number ofContracts |  |              |            |   |                             |      
|Unrealized gains (98.11% US based)                                                  |  |                    |  |              |            |   |                             |       |  
|Energy                                                                              |  | 137                |  | $            | 216,680    |   |                             | 0.79  |  
|Metals                                                                              |  | 132                |  |              | 472,588    |   |                             | 1.71  |  
|Agricultural                                                                        |  | 244                |  |              | 298,474    |   |                             | 1.08  |  
|                                                                                    |  |                    |  |              |            |   |                             |       |  
|                                                                                    |  | 513                |  | $            | 987,742    |   |                             | 3.58  | %
|                                                                                    |  |                    |  |              |            |   |                             |       |  
|Unrealized losses (97.67% US based)                                                 |  |                    |  |              |            |   |                             |       |  
|Energy                                                                              |  | 113                |  |              | 726,745    |   |                             | 2.63  |  
|Metals                                                                              |  | 38                 |  |              | 98,218     |   |                             | 0.36  |  
|Agricultural                                                                        |  | 549                |  |              | 186,128    |   |                             | 0.67  |  
|                                                                                    |  |                    |  |              |            |   |                             |       |  
|                                                                                    |  | 700                |  | $            | 1,011,090  |   |                             | 3.66  | %
|                                                                                    |  |                    |  |              |            |   |                             |       |  
|Unrealized net trading losses on open futures contracts                             |  |                    |  | $            | (23,348    | ) |                             |       |  
|                                                                                    |  |                    |  |              |            |   |                             |       |  



See accompanying notes
to financial statements.



12



---

##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

SCHEDULE OF INVESTMENTS

December 31, 2003



|                                                                                    |  |                    |  |              |            |                             |        |  
|----------------------------------------------------------------------------------- |  | ------------------ |  | ------------ | ---------- | --------------------------- | ------ | -
|                                                                                    |  |                    |  | Market Value |            | Percent ofPartners Capital |       
|US Government obligations: (total cost - $10,253,632)                               |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    | 
|US Treasury Notes due 2/28/05 at 1.625% principal amount $4,200,000                 |  |                    |  | $            | 4,218,375  |                             | 49.54  | %
|US Federal Home Loan Bank Notes due 12/15/04 at 2.125%, principal amount $6,000,000 |  |                    |  |              | 6,043,125  |                             | 70.97  |  
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    |  | $            | 10,261,500 |                             | 120.51 | %
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    | 
|Open Futures Contracts:                                                             |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    | 
|                                                                                    |  | Number ofContracts |  |              |            |                             |       
|Unrealized gains (97.75% US based)                                                  |  |                    |  |              |            |                             |        |  
|Energy                                                                              |  | 151                |  | $            | 430,207    |                             | 5.05   |  
|Metals                                                                              |  | 83                 |  |              | 241,274    |                             | 2.83   |  
|Agricultural                                                                        |  | 90                 |  |              | 68,313     |                             | 0.80   |  
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  | 324                |  | $            | 739,794    |                             | 8.68   | %
|                                                                                    |  |                    |  |              |            |                             |        |  
|Unrealized losses (93.00% US based)                                                 |  |                    |  |              |            |                             |        |  
|Metals                                                                              |  | 1                  |  |              | 1,000      |                             | 0.01   |  
|Agricultural                                                                        |  | 182                |  |              | 118,324    |                             | 1.39   |  
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  | 183                |  | $            | 119,324    |                             | 1.40   | %
|                                                                                    |  |                    |  |              |            |                             |        |  
|Unrealized net trading gains on open futures contracts                              |  |                    |  | $            | 620,470    |                             |        |  
|                                                                                    |  |                    |  |              |            |                             |        |  



See accompanying notes
to financial statements.



13



---

##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF OPERATIONS

For the years ended December 31, 2004, 2003 and 2002



|                                                              |  |      |           |   |      |   |           |      |  |   |           |  
|------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                              |  | 2004 |           |   | 2003 |   |           | 2002 | 
|Trading gains (losses):                                       |  |      |           |   |      |   |           |      |  |   |           |  
|Realized net trading gains  commodities                      |  | $    | 3,143,902 |   |      | $ | 1,678,287 |      |  | $ | 1,315,061 |  
|Realized losses on securities                                 |  |      | (184,916  | ) |      |   | (36,437   | )    |  |   | (16,750   | )
|Change in unrealized net trading gains (losses)  commodities |  |      | (643,818  | ) |      |   | 288,145   |      |  |   | 303,070   |  
|Change in unrealized gains (losses) on securities             |  |      | (69,058   | ) |      |   | (42,205   | )    |  |   | 67,148    |  
|Foreign exchange gains                                        |  |      | 7,551     |   |      |   | 23,456    |      |  |   | 3,529     |  
|Commissions                                                   |  |      | (110,043  | ) |      |   | (50,518   | )    |  |   | (46,665   | )
|                                                              |  |      |           |   |      |   |           |      |  |   |           |  
|Net gains from trading activities                             |  |      | 2,143,618 |   |      |   | 1,860,728 |      |  |   | 1,625,393 |  
|                                                              |  |      |           |   |      |   |           |      |  |   |           |  
|Investment income:                                            |  |      |           |   |      |   |           |      |  |   |           |  
|Interest income  US Government obligations                   |  |      | 438,459   |   |      |   | 186,353   |      |  |   | 114,891   |  
|Interest income  Other                                       |  |      | 34,386    |   |      |   | 9,012     |      |  |   | 16,212    |  
|                                                              |  |      |           |   |      |   |           |      |  |   |           |  
|                                                              |  |      | 472,845   |   |      |   | 195,365   |      |  |   | 131,103   |  
|                                                              |  |      |           |   |      |   |           |      |  |   |           |  
|Expenses:                                                     |  |      |           |   |      |   |           |      |  |   |           |  
|Management fees  General Partner                             |  |      | 393,940   |   |      |   | 164,749   |      |  |   | 144,394   |  
|Administrative fees                                           |  |      | 502,909   |   |      |   | 103,028   |      |  |   | 145,282   |  
|Amortization expense                                          |  |      |           |   |      |   |           |      |  |   | 139,265   |  
|                                                              |  |      |           |   |      |   |           |      |  |   |           |  
|                                                              |  |      | 896,849   |   |      |   | 267,777   |      |  |   | 428,941   |  
|                                                              |  |      |           |   |      |   |           |      |  |   |           |  
|Net investment loss                                           |  |      | (424,004  | ) |      |   | (72,412   | )    |  |   | (297,838  | )
|                                                              |  |      |           |   |      |   |           |      |  |   |           |  
|Net income                                                    |  | $    | 1,719,614 |   |      | $ | 1,788,316 |      |  | $ | 1,327,555 |  
|                                                              |  |      |           |   |      |   |           |      |  |   |           |  



See accompanying notes
to financial statements.



14



---

##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

For the years ended December 31, 2004, 2003 and 2002



|                                     |  |                  |            |   |                |   |        |            |  |   |            |  
|------------------------------------ |  | ---------------- | ---------- | - | -------------- | - | ------ | ---------- |  | - | ---------- | -
|                                     |  | Limited Partners |            |   | GeneralPartner |   |        | Total      | 
|Partners Capital, January 1, 2002   |  | $                | 4,902,703  |   |                |   |       |            |  | $ | 4,902,703  |  
|Contributions                        |  |                  | 1,318,457  |   |                |   |       |            |  |   | 1,318,457  |  
|Net income                           |  |                  | 1,327,555  |   |                |   |       |            |  |   | 1,327,555  |  
|Withdrawals                          |  |                  | (270,459   | ) |                |   |       |            |  |   | (270,459   | )
|                                     |  |                  |            |   |                |   |        |            |  |   |            |  
|Partners Capital, December 31, 2002 |  | $                | 7,278,256  |   |                |   |       |            |  | $ | 7,278,256  |  
|Contributions                        |  |                  | 3,577,748  |   |                |   |       |            |  |   | 3,577,748  |  
|Net income                           |  |                  | 1,788,316  |   |                |   |       |            |  |   | 1,788,316  |  
|Withdrawals                          |  |                  | (4,129,314 | ) |                |   |       |            |  |   | (4,129,314 | )
|                                     |  |                  |            |   |                |   |        |            |  |   |            |  
|Partners Capital, December 31, 2003 |  | $                | 8,515,006  |   |                |   |       |            |  | $ | 8,515,006  |  
|Contributions                        |  |                  | 20,943,137 |   |                |   | 25,000 |            |  |   | 20,968,137 |  
|Net income                           |  |                  | 1,719,790  |   |                |   | (176   | )          |  |   | 1,719,614  |  
|Withdrawals                          |  |                  | (3,583,841 | ) |                |   |       |            |  |   | (3,583,841 | )
|                                     |  |                  |            |   |                |   |        |            |  |   |            |  
|Partners Capital, December 31, 2004 |  | $                | 27,594,092 |   |                | $ | 24,824 |            |  | $ | 27,618,916 |  
|                                     |  |                  |            |   |                |   |        |            |  |   |            |  
|                                     |  |                  |           
|Per unit data                        |  | 12/31/2004       |            |   | 12/31/2003     |   |        | 12/31/2002 | 
|Net asset value                      |  | $                | 163.29     |   |                | $ | 142.38 |            |  | $ | 114.56     |  
|                                     |  |                  |            |   |                |   |        |            |  |   |            |  
|Units outstanding                    |  |                  | 169,135    |   |                |   | 59,806 |            |  |   | 63,531     |  
|                                     |  |                  |            |   |                |   |        |            |  |   |            |  



See accompanying notes
to financial statements.



15



---

##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2004



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).



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



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



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



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



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



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



Note 2. Agreements and Related Party
Transactions:



The Limited Partnership Agreement vests all
responsibility and powers for the management of the business and affairs of the Partnership with the General Partner, Beeland Management Company, L.L.C. The General Partner is responsible for the trading decisions of the Partnership.



The Partnership pays a monthly management fee to the General Partner equal to
0.14583% of the average monthly sum of all Capital Accounts at the close of each month (1.75% per annum) effective May 1, 2004. Prior to May 1, 2004, the monthly management fee was 0.1875% of the sum of all Capital Accounts at the close of each
month (2.25% per annum).



16



---

##### Table of Contents

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



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



Uhlmann Price Securities L.L.C. (Uhlmann), one of several broker-dealers selling units of the Partnership and a related party to the General Partner, receives a share of selling fees when units are sold by its registered
brokers. Selling fees of up to 6% of the gross offering proceeds (which includes a 4.5% reallowance to other broker dealers and a 0.50% wholesaling fee retained by the General Partner) are charged to partners capital upon the issuance of
partnership units.



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



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



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



|                                  |  |                                              |  |         |  |        
|--------------------------------- |  | -------------------------------------------- |  | ------- |  | -------
|                                  |  | Years ended December 31, 2004, 2003 and 2002
|                                  |  | 2004                                         |  | 2003    |  | 2002   
|Management fees  General Partner |  | 393,940                                      |  | 164,749 |  | 144,394
|Advisory fees  Hart              |  | 33,394                                       |  | 31,805  |  | 26,521 
|Selling fees  Uhlmann            |  | 538,423                                      |  | 171,168 |  |       
|Brokerage fees - PFG              |  | 105,476                                      |  | 49,563  |  | 46,192 



Note 3. Partnership Capital and
Redemptions:



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



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



Limited Partners may withdraw capital as of the end of any month with 10 days written notice to the General Partner.



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



In connection with its trading activities, the Partnership
enters into transactions in a variety of securities and derivative financial instruments, primarily exchange-traded futures contracts. These derivative financial instruments may have market and/or credit risk in excess of the amounts recorded in the
statement of financial condition.



Market Risk-Market
risks arise from changes in the market value of financial instruments. Theoretically, the Partnerships exposure is equal to the notional contract value of futures contracts purchased. Exposure to market risk is



17



---

##### Table of Contents

influenced by a number of factors, including the relationships between financial instruments, and the volatility and
liquidity in the markets in which the financial instruments are traded. In many cases, the use of financial instruments serves to modify or offset market risk associated with other transactions and, accordingly, serves to decrease the
Partnerships overall exposure to market risks. The Partnership attempts to control its exposure to market risk through various analytical monitoring techniques.



Credit Risk-Credit risk arises primarily from the potential inability of counterparties to perform in accordance with
the terms of a contract. The Partnerships exposure to credit risk associated with counterparty nonperformance is limited to the current cost to replace all futures contracts in which the Partnership has a gain. Exchange-traded financial
instruments generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements and the margin requirements of individual exchanges.



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



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



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



Note 5. Financial Highlights:



Financial highlights for the years ended December 31, 2004 and 2003 are as follows:



|                                                   |  |       |    |  |       |   
|-------------------------------------------------- |  | ----- | -- |  | ----- | --
|                                                   |  | 2004  |    |  | 2003  |   
|Ratio of Net Investment Loss to Average Net Assets |  | (2.13 | )% |  | (1.03 | )%
|                                                   |  |      
|Ratio of Expenses to Average Net Assets            |  | 4.52  | %  |  | 3.80  | % 
|                                                   |  |      
|Total Return                                       |  | 14.69 | %  |  | 24.28 | % 



The above ratios 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).



ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



The Partnership changed its independent accountants on February 23, 2004 and appointed Altschuler, Melvoin and Glasser LLP to serve as its independent public accountants for the 2003 fiscal year. See Item 15.(b).



ITEM 9A. CONTROLS AND PROCEDURES



The principal executive officer and principal financial officer of Beeland
Management have concluded that the Partnership has effective disclosure controls and procedures to ensure that material information relating to the Partnership is made known to them by others within the Partnership, particularly during the period in
which this annual report is being prepared. The principal executive officer and financial and principal accounting officer of Beeland Management have evaluated the effectiveness of the Partnerships disclosure controls and procedures as of a
date within ninety (90) days prior to the filing date of this report (the Evaluation Date) and have based the foregoing conclusion about the effectiveness of the Partnerships disclosure controls and procedures based on their
evaluation as of the Evaluation Date.



18



---

##### Table of Contents

During the period covered by this report, there have been no significant changes in the
Partnerships internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.



PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



The general partner and commodity pool operator of the Partnership is Beeland Management Company, L.L.C. The executive officers of Beeland Management are as follows:



James Beeland Rogers, Jr., age 62, has been the majority owner and a member
of Beeland Management since inception in 1998. Mr. Rogers, a co-founder of the Quantum Fund in the 1970s, is the author of Adventure Capitalist (Random House, 2003), Investment Biker; On the Road with Jim Rogers (Random House, 1994)
and Hot Commodities (Random House, 2004).. He developed, compiled and owns the Index. Although Mr. Rogers career spans over 30 years, during the last five years he has been semi-retired and traveling extensively around the world.
However, during that period, he has been a regular commentator and columnist in various media dealing with economy and finance matters and is an occasional Visiting Professor at Columbia University. Mr. Rogers is an investor who has been chronicled
in John Trains THE NEW MONEY MASTERS and Jack Schwagers Market Wizards, as well as in Barons, Forbes, Fortune, The Financial Timesand The Wall Street Journal.



Walter Thomas Price III, age 64, is a Managing Member of Beeland Management
and is the co-chairman, president, director and sole shareholder of Price Asset Management, Inc. He has been the President and CEO of The Price Futures Group since June 1995 and is an investor in Uhlmann Price Securities. Mr. Price has been involved
in the securities, cash commodities and commodity futures markets for more than 40 years as both a trader for his own account and as a broker. He is president, a registered principal, and associated person of Price Capital Markets Inc., with which
he has been affiliated since February 1997. At Price Capital Markets, Mr. Price is ultimately responsible for overseeing all trading decisions. He is a graduate of the University of Texas and is also a licensed NASD principal and NFA principal.



Allen D. Goodman, age 35, is the chief financial officer of
Beeland Management, which he joined in November 2003. In March 2001 Mr. Goodman became Chief Financial Officer of Price Asset Management, Inc. From January, 2000, to March, 2001, he served as founder and president of Financial Products, Ltd., a
management consulting firm specializing in financial process reengineering. From February, 1999 to January, 2000, he worked as a management consultant for Via International, preceded by service as a business valuation consultant for BDO Seidman LLP
from May, 1997 to February, 1999. Prior to that, from February, 1995 to May, 1997, he founded and managed Exclusively Gourmet, Inc., a specialty food and confections brokerage company. Mr. Goodman holds a B.A. degree from the University of Wisconsin
and a M.S.A. in Accounting from DePaul University.



ITEM 11. EXECUTIVE
COMPENSATION



See the notes to the financial statements
incorporated above for a description of management fees paid to the General Partner.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



None.



ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS



The information required by this item is
incorporated by reference from the information contained in Item 8, Financial Statements and Supplementary Data, Notes to Financial Statement, Note 2.



19



---

##### Table of Contents

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



| | (1) | Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by Altschuler, Melvoin and Glasser LLP (the Firm) for the
audit of the Partnerships annual financial statements, review of financial statements included in the Partnerships regulatory filings and other services normally provided in connection with regulatory filings or engagements are as
follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|     |  |  |  |  |  |        
|---- |  |  |  |  |  | -------
|2003 |  |  |  |  |  | $17,000
|2004 |  |  |  |  |  | $61,000



| | (2) | Audit-Related Fees. None. The Firm has a continuing relationship with American Express Tax and Business Services, Inc. (TBS) from which it leases auditing staff who are
full time, permanent employees of TBS and through which its partners provide non-audit services. As a result of this arrangement, the Firm has no full time employees and therefore, none of the audit services performed were provided by permanent
full-time employees of the Firm. The Firm manages and supervises the audit and audit staff, and is exclusively responsible for the opinion rendered in connection with its examination.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Other services, which do not include Financial Information System Design and
Implementation fees, have been provided to the Partnership by TBS.



| | (3) | Tax Fees. None. See Item 14.(2) above.
| | --- | --------------------------------------



| | (4) | All Other Fees. None. See Item 14.(2) above.
| | --- | --------------------------------------------



| | (5) | Not Applicable.
| | --- | ---------------



| | (6) | Not Applicable.
| | --- | ---------------



PART IV



ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



|(a) | The following documents filed as a part of the report:
|--- | ------------------------------------------------------



| | (1) | Financial Statements: See Index to Financial Statements under Item 8 of this report.
| | --- | ------------------------------------------------------------------------------------



| | (2) | Financial statement schedules: No additional schedules are required.
| | --- | --------------------------------------------------------------------



| | (3) | Exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference.
| | --- | -------------------------------------------------------------------------------------------------



(b) The Partnership filed a report on Form 8-K on February 23, 2004 changing its accountant for the 2003 fiscal year. Such report is
incorporated herein by reference.



20



---

##### Table of Contents

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized on March 31, 2005.



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

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

/s/ Walter Thomas Price IIIWalter Thomas Price IIIManaging Member






21



---

##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                           
|31.1          |  | Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|32.1          |  | Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|31.2          |  | Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|32.2          |  | Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002