UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

(Amendment No. 1)



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

For the fiscal year ended December 31, 2010

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 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: Units of Limited Partnership





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

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 (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark if the registrant has submitted electronically and posted on its corporate
website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files.    Yes   ̈    No   ̈

Indicate by check mark if the 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 the 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 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.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

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





DOCUMENTS INCORPORATED BY REFERENCE

None









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EXPLANATORY NOTE

Rogers International Raw Materials Fund, L.P. (the Partnership) is filing this Form 10-K/A (Amendment No. 1) to amend the Partnerships disclosure in Item 9A, Controls and
Procedures, of the Partnerships Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 30, 2011 (the Initial 10-K Filing). Other than with respect
to Item 9A (and new certifications required by Sections 302 and 906 of the Sarbanes/Oxley Act of 2002), this Form 10-K/A does not modify or update any disclosures set forth in the Initial 10-K Filing or reflect events subsequent thereto.
Accordingly, this Form 10-K/A should be read in conjunction with the Initial 10-K Filing and the Partnerships subsequent reports filed with the Securities and Exchange Commission.



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|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure Control
and Procedures

Under the supervision and with the participation of the Partnerships general partner, Beeland Management Company,
including the Chief Executive Officer and Chief Financial Officer, the Partnership has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of
December 31, 2010, the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness have concluded that these disclosure controls and
procedures were not effective as of December 31, 2010. The material weakness identified by Managements evaluation is the General Partners lack of personnel which does not allow for the segregation of key duties related to internal
control over partner activity, expenses, and financial reporting. These significant weaknesses did not result in any omission or misstatement of information required to be disclosed in reports filed by the Partnerships financial reporting.

Managements Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation
of management, including the Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of our internal control over financial reporting as of December 31, 2010, based on the framework in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the evaluation under the framework in Internal ControlIntegrated Framework, a material weakness was identified in internal
control over partner activity, expenses, and financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Beeland Management has identified the following material weakness: The infrastructure of personnel responsible for the daily
administration is limited and does not allow for segregation of key duties. This material weakness is pervasive across all operations of the Partnership, and leads to a reasonable possibility that material misstatement or fraud would not be
prevented or detected on a timely basis. This control deficiency has not caused any adjustment to the financial statements. Due to this control deficiency, the Chief Executive Officer and Chief Financial Officer of Beeland Management have concluded
that Beeland Managements internal control over financial report was not effective as of December 31, 2010.

Changes in Internal
Control Over Financial Reporting

There were no changes to internal control or financial reporting procedures during the fourth quarter
that have materially affected, or are reasonably likely to affect, internal control over financial reporting. However, as discussed above, Beeland Management has identified a material weakness in our internal control procedures that could impact our
financial reporting. While management has taken certain steps to address the identified material weakness in internal control procedures, as of the date of this report the Beeland Management has not hired any additional personnel. Beeland Management
has, however, engaged consultants to assist in the identification and design of effective internal controls; provided employees of Beeland Management educational materials to assist with their understanding of effective internal control and
financial reporting design and has developed procedures to better document employee review and controls for third parties to test the existence of controls.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 the 20thday of July, 2011.



ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.(Registrant)By: Beeland Management Company, L.L.C.General PartnerBy:

/s/ Walter Thomas Price IIIWalter Thomas Price IIIManaging Member


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the General Partner of the Registrant in the capacities and on the date indicated.



|                            |  |  |  |                                     |  |              
|--------------------------- |  |  |  | ----------------------------------- |  | -------------
|Signature                   |  |  |  | Title with
General Partner          |  | Date         
|                            |  |  | 
|/s/ Walter Thomas Price III |  |  |  | Managing Member                     |  | July 20, 2011
|Walter Thomas Price III     |  |  |  | (Principal Executive Officer)       |  |              
|                            |  |  | 
|/s/ Allen D. Goodman        |  |  |  | Managing Member                     |  | July 20, 2011
|Allen D. Goodman            |  |  |  | (Principal Financial and Accounting |  |              
|                            |  |  |  | Officer)                            |  |              

(Being the principal executive officer and the principal financial and accounting officer, and a majority
of the Managing Members of Beeland Management Company, L.L.C.)



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