POS AM

As Filed With the Securities and Exchange Commission on June 29, 2004

Registration No. 333-105040

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 2

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

(Exact name of registrant as specified in its limited partnership agreement)

Illinois	6221	36-4368292
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

141 W. JACKSON BLVD., SUITE 1340A, CHICAGO, ILLINOIS, 60604 (312) 264-4375

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

BEELAND MANAGEMENT COMPANY, L.L.C.

GENERAL PARTNER

141 W. JACKSON BLVD., SUITE 1340A, CHICAGO, ILLINOIS, 60604 (312) 264-4375

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffry M. Henderson, Esq.

Douglas E. Arend, Esq.

Henderson & Lyman

175 West Jackson Blvd., Suite 240

Chicago, Illinois 60604

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said Section 8(a), may determine.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than commissions payable by the registrant in connection with the sale of the securities being registered. All amounts are estimates.

Printing	$	20,000
Legal fees and expenses		50,000
Accounting fees and expenses		48,000
Blue sky fees and expenses		30,000
Total	$	148,000

Item 14. Indemnification of Directors and Officers.

The Index Fund’s limited partnership agreement provides that the Index Fund shall indemnify and hold harmless each partner (as well as each member, manager, agent, officer or employee of the general partner and each partner, trustee, officer or director of a member of the general partner, when acting on behalf of the Index Fund or in connection with, Index Fund business) from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Index Fund or in furtherance of the interests of the Index Fund, or the issuance and sale of units including but not limited to any judgment, award, settlement, attorney’s fee and other cost or expense incurred in connection with the defense of any actual or threatened action, proceeding or claim; if the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were for a purpose reasonably believed to be in the best interests of the Index Fund and did not constitute misconduct or were not performed or omitted fraudulently or in bad faith or as a result of negligence by the partners. Any such indemnification shall be only from the assets of the Index Fund.

The Index Fund’s limited partnership agreement also provides that the Index Fund shall indemnify and hold harmless each limited partner from and against any expense, including reasonable attorney’s fees, incurred in connection with the defense of any actual or threatened action, proceeding or claim arising from the personal liability of any limited partners to creditors of the Index Fund, except to the extent provided in Section 8.5(f) of the limited partnership agreement for debts, liabilities and other obligations of the Index Fund. Section 8.5(f) of the limited partnership agreement provides that a limited partner will have no personal liability for the debts, liabilities and other obligations of the Index Fund from and after the effective date of a complete return of the credit balance in his or her capital account except to the extent provided under Illinois law for debts and liabilities of the Index Fund incurred prior to such effective date, and then only for amounts withdrawn by and distributed to that limited partner.

Item 15. Sales of Unregistered Securities.

The Index Fund sold 50 units to Clyde C. Harrison on May 8, 2000, for $5,000 in order to create an original limited partner, thereby allowing the Index Fund to be formed.

No sales commissions or other consideration were paid in connection with this sale. The Index Fund claims an exemption from registration based on Section 4(2) of the Securities Act of 1933 as a sale not involving a public offering.

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Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this registration statement:

EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Soliciting Dealer Agreement.**
2.1	Form of Third Amended and Restated Limited Partnership Agreement of Registrant, dated as of May 1, 2004 (included as Appendix A to the Prospectus).
5.1	Opinion of Henderson & Lyman regarding legality of the securities being registered.
8.1	Opinion of Henderson & Lyman regarding certain federal income taxation matters.
10.1	Form of Subscription Agreement (included as Appendix D to the Prospectus).
10.2	Service Agreement between Registrant and Derivatives Portfolio Management LLC, dated as of June 21, 2000.**
10.3	Investment Management Agreement between Registrant and Hart Capital Management, dated as of May 8, 2000.**
10.7	Third Revised Amended and Restated Operating Agreement of Beeland Management Company, L.L.C., effective as of March 31, 2003.**
23.1	Consent of Independent Accountants, for Beeland Management Company, LLC.
23.2	Consent of Independent Accountants, for the Registrant.
23.3	Consent of Henderson & Lyman (included in Exhibit 5.1)**
24.1	Power of Attorney (included on signature page).**

* To be filed by separate amendment

** Previously filed

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 29, 2004.

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
By:	BEELAND MANAGEMENT COMPANY, L.L.C.
	Its General Partner
By:	/s/    WALTER T. PRICE III
	Managing Member

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 29, 2004.

	Signature	Title
	BEELAND MANAGEMENT COMPANY, L.L.C.	General Partner
By:	/s/    WALTER T. PRICE III         Walter T. Price III	Managing Member
	/s/    RICHARD L. CHAMBERS         Richard L. Chambers	Managing Member
	/s/    ALLEN D. GOODMAN         Allen D. Goodman	Managing Member
	/s/    JAMES BEELAND ROGERS, JR.         James Beeland Rogers, Jr.	Member

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EXHIBIT INDEX

Exhibit Number	Description
1.1	Form of Soliciting Dealer Agreement.**
2.1	Form of Third Amended and Restated Limited Partnership Agreement of Registrant, dated as of May 1, 2004 (included as Appendix A to the Prospectus).
5.1	Opinion of Henderson & Lyman regarding legality of the securities being registered.
8.1	Opinion of Henderson & Lyman regarding certain federal income taxation matters.
10.1	Form of Subscription Agreement (included as Appendix D to the Prospectus).
10.2	Service Agreement between Registrant and Derivatives Portfolio Management LLC, dated as of June 21, 2000.**
10.3	Investment Management Agreement between Registrant and Hart Capital Management, dated as of May 8, 2000.**
10.7	Third Revised Amended and Restated Operating Agreement of Beeland Management Company, L.L.C., effective as of March 31, 2003.**
23.1	Consent of Independent Accountants, for Beeland Management Company, LLC.
23.2	Consent of Independent Accountants, for the Registrant.
23.3	Consent of Henderson & Lyman (included in Exhibit 5.1)**
24.1	Power of Attorney (included on signature page).**

** Previously filed

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EX-5.1

Exhibit No. 5.1

OPINION OF HENDERSON & LYMAN

[HENDERSON & LYMAN LETTERHEAD]

June 29, 2004

Beeland Management Company, L.L.C.

141 West Jackson Boulevard

Suite 1340A

Chicago, Illinois 60604

Re: Rogers International Raw Materials Fund, L.P. Units of Limited Partnership Interest

Ladies and Gentlemen:

We refer to Post-Effective Amendment to the Registration Statement on Form S-1 (the “Registration Statement”), filed on or about the date hereof by Rogers International Raw Materials Fund, L.P., an Illinois limited partnership (the “Partnership”), under the Securities Act of 1933 (the “1933 Act”), with the Securities and Exchange Commission, relating to the registration under the 1933 Act of $2,000,000 of units of Limited Partnership Interest (the “Units”). For purposes of expressing the opinions hereinafter set forth, our examination of documents has been limited to the examination of executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the following: (a) The Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2004, attached to the Registration Statement as Exhibit “A”; (b) The Registration Statement; (c) A form of Subscription Agreement and Power of Attorney, including an Investor Information Signature Page (the “Subscription Agreement”), attached to the Registration Statement as Exhibit “D”; and (d) A Certificate of Good Standing for the Partnership (“Certificate”) obtained from the Illinois Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Registration Statement.

For purposes of this opinion, we have not reviewed any documents other than the documents listed above, and we have assumed that there exists no provision in any document not listed above that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own, but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed that (i) all signatures of parties except for the Partnership on documents examined by us are genuine, and

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(ii) all documents submitted to us as copies conform to the original copies of those documents. For purposes of this opinion, we have assumed (i) the due authorization, execution and delivery by all parties thereto except for the Partnership of all documents examined by us, (ii) that the Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of beneficial owners to, and the creation, operation and termination of, the Partnership and that the Agreement and the Certificate are in full force and effect, have not been amended and no amendment of the Agreement or the Certificate is pending or has been proposed, and (iii) except for the due creation and valid existence in good standing of the Partnership as a business Partnership under the Illinois Revised Uniform Limited Partnership Act (the “Act”), the due creation, organization or formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation and the capacity of persons and entities who are parties to the documents examined by us.

Based upon the foregoing, and upon our examination of such questions of law and statutes as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Partnership has been duly created and is validly existing in good standing as a limited partnership under the Act.

2. Assuming (i) the due authorization, execution and delivery to the General Partner of a Subscription Agreement by each holder of Units, (ii) the due acceptance by the General Partner of each Subscription Agreement and the due acceptance by the General Partner of the admission of the holders of Units as beneficial owners of the Partnership to the Partnership, (iii) the payment by each holder of Units to the Partnership of the full consideration due from it for the Units subscribed to by it, (iv) that the books and records of the Partnership include all information with respect to persons and entities to be admitted as holders of Units and their contributions to the Partnership, and (v) that the Units are offered and sold as described in the Registration Statement and the Agreement, the Units will be validly issued and, subject to the qualifications set forth herein, will be fully paid and nonassessable beneficial interests in the Partnership, as to which the holders of Units, as beneficial owners of the Partnership, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit.

We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Units. This opinion speaks as of the date hereof, and we assume no obligation to update this opinion as of any future date. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. This opinion shall not be used by any other person for any purpose without our written consent.

Very truly yours,

/s/ HENDERSON & LYMAN

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EX-8.1

Exhibit No. 8.1

OPINION OF HENDERSON & LYMAN

[HENDERSON & LYMAN LETTERHEAD]

June 29, 2004

Beeland Management Company, L.L.C.

141 West Jackson Boulevard

Suite 1340A

Chicago, Illinois 60604

Re: Rogers International Raw Materials Fund, L.P. Units of Limited Partnership Interest

Ladies and Gentlemen:

We have acted as your counsel in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the Post-Effective Amendment to the Registration Statement on Form S-1 on or about the date hereof (the “Registration Statement”), relating to Units of Limited Partnership Interest (“Units”) of Rogers International Raw Materials Fund, L.P. (the “Partnership”), a limited Partnership organized under the Illinois Revised Uniform Limited Partnership Act. We have reviewed such data, documents, questions of law and fact and other matters as we have deemed pertinent for the purpose of this opinion. Based upon the foregoing, we hereby confirm our opinion expressed under the caption “Federal Income Tax Aspects” in the Prospectus (the “Prospectus”) constituting a part of the Registration Statement that the Partnership will be taxed as a partnership for federal income tax purposes. We also advise you that in our opinion, the description set forth under the caption “Federal Income Tax Aspects” in the Prospectus correctly describes (subject to the uncertainties referred to therein) the material considerations of the federal income tax treatment to a United States individual taxpayer, as of the date hereof, of an investment in the Partnership. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ HENDERSON & LYMAN

EX-23.1

Exhibit 23.1

Independent Auditors’ Consent

We have issued our report dated March 29, 2004, accompanying the financial statements of Beeland Management Company, LLC contained in this Post-Effective Amendment No. 1 to the Registration Statement (S-1 No. 333-105040). We consent to the use of the aforementioned report in the Registration Statement, and the use of our name as it appears under the caption “Experts”.

ALTSCHULER, MELVOIN AND GLASSER LLP

Chicago, Illinois

June 29, 2004

EX-23.2

Exhibit 23.2

Independent Auditors’ Consent

We have issued our report dated March 25, 2004, accompanying the financial statements of Rogers International Raw Materials Fund, L.P. contained in this Post-Effective Amendment No. 1 to the Registration Statement (S-1 No. 333-105040). We consent to the use of the aforementioned report in the Registration Statement, and the use of our name as it appears under the caption “Experts”.

ALTSCHULER, MELVOIN AND GLASSER LLP

Chicago, Illinois

June 29, 2004