SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

SCHEDULE TO

(Amendment No. 2)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

_______________

REFCO PUBLIC COMMODITY POOL, L.P.

(Name of Subject Company (Issuer))

RCP TenderCo LLC

CONTRARIAN FUNDS, L.L.C.

CONTRARIAN CAPITAL MANAGEMENT, L.L.C.

JON R. BAUER

(Names of Filing Persons (Offeror))

_______________

CLASS 1 UNITS (INCLUDING CLASS 1-O) AND CLASS 2 UNITS OF LIMITED PARTNERSHIP

(Title of Class of Securities)

_______________

None or unknown

(CUSIP Number of Class of Securities)

_______________

Jon R. Bauer RCP TenderCo LLC c/o Contrarian Capital Management, L.L.C. 411 West Putnam Avenue, Suite 425 Greenwich, CT 06830 (203) 862-8200 Copy To: Abbe L. Dienstag, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 (212) 715-9280

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications on Behalf of Filing Persons)

_______________

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$7,200,000	$513.36

* For purposes of calculating the filing fee only. This amount is based on the number of outstanding Units reported in the Subject Company’s Form 10-Q filed with the Commission on December 1, 2005 for the quarter ended September 30, 2005.

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0000713.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $513.36	Filing Party: RCP TenderCo LLC Contrarian Funds, L.L.C. Contrarian Capital Management, L.L.C. Jon R. Bauer
Form or Registration No.:  Schedule TO	Date Filed: June 21, 2010

o      Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 2 (this “Amendment”) amends the Tender Offer Statement on Schedule TO filed by RCP TenderCo LLC (“Purchaser”) with the Securities and Exchange Commission on June 21, 2010, as amended (the “Original Schedule TO”). The Original Schedule TO, as amended by this Amendment, relates to the offer by Purchaser to purchase for cash all outstanding Class 1 units (including Class 1-O units) and Class 2 units (together, the “Units”), of Refco Public Commodity Pool, L.P., a Delaware limited partnership (the “Partnership”), at a purchase price of $120.00 per Unit, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in Purchaser’s Amended Offer to Purchase, dated July 2, 2010, and the related Agreement to Transfer and Letter of Transmittal (the “Letter of Transmittal”). The Amended Offer to Purchase and the Letter of Transmittal, as each may be amended or supplemented from time to time, together constitute the “Offer”.

Except as set forth below, the terms of the Offer and the information contained in the Amended Offer to Purchase remain in effect. All capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Original Schedule TO or the Amended Offer to Purchase. This Amendment should be read together with the Original Schedule TO, the Amended Offer to Purchase and the related Letter of Transmittal. The items of the Original Schedule TO set forth below are hereby amended and supplemented as follows:

Item 4. Terms of the Transaction.

The scheduled expiration time of the Offer has been extended to 5:00 P.M., New York City time, on Wednesday, August 11, 2010, from the previous expiration date of Tuesday, July 20, 2010.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

On July 19, 2010, Contrarian Funds entered into an agreement with the Partnership whereby Contrarian Funds agreed to pay the costs associated with printing and mailing to Unit Holders the Liquidating Trustee's letter that was filed as an exhibit to Amendment No. 1 to the Partnership’s Schedule 14D-9.  The Partnership agreed to reimburse Contrarian Funds for these costs, which total approximately $5,000, at such time as the Partnership receives a distribution from SPhinX Managed Futures Fund SPC.

Item 11. Additional Information.

Affiliates of Purchaser may from time to time bid for and purchase, directly or indirectly, equity interests in or claims against members of the SPhinX Group of Companies.  The purchase price for these equity interests may be different, and could be higher, than the price that Purchaser is offering to pay in the Offer.  The purchase price in each case will depend on the assessments by affiliates of Purchaser of the nature of the claims or the claims represented by the equity interests, the place in the hierarchy of the SPhinX Group of Companies to which the claims pertain, competing claims at that level, the presence or absence of counterclaims, the costs to purchase the claims or equity interests, the costs of realizing on the claims and the overall likelihood of recovery.  Some of these assessments are necessarily subjective, so that the prices offered or paid for other claims or equity interests may not be directly comparable to the purchase price in the Offer.

Item 12. Exhibits.

(a)(1)(A) Amended Offer to Purchase, dated July 2, 2010.*

(a)(1)(B) Form of Agreement to Transfer and Letter of Transmittal.**

(a)(1)(C) Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.**

(a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Nominees.**

(a)(1)(E) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.**

(a)(1)(F) Reimbursement Agreement, dated July 19, 2010.

(a)(1)(G) Press Release, dated July 20, 2010.

(a)(5)(A) Form of Summary Advertisement, as published in Investor’s Business Dailyon June21, 2010.**

(b) – (h) Not applicable.

*  Previously filed as an Exhibit to Amendment No. 1 to Purchaser’s Schedule TO on July 2, 2010

**  Previously filed as Exhibits to Purchaser’s Schedule TO on June 21, 2010

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July20, 2010

RCP TENDERCO LLC
CONTRARIAN FUNDS, L.L.C.
CONTRARIAN CAPITAL MANAGEMENT,  L.L.C.
By:	/s/  Jon R. Bauer
	Name:  Jon R. Bauer
	Title:  Managing Member of Contrarian Capital Management, L.L.C. (the manager of Contrarian Funds, L.L.C., the sole member and manager of RCP TenderCo LLC)
By:	/s/ Jon R. Bauer
	Jon R. Bauer

INDEX TO EXHIBITS

Exhibit Number	Exhibit
(a)(1)(A)	Amended Offer to Purchase, dated July 2, 2010*
(a)(1)(B)	Agreement to Transfer and Letter of Transmittal**
(a)(1)(C)	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees**
(a)(1)(D)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Nominees**
(a)(1)(E)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9**
(a)(1)(F)	Reimbursement Agreement, dated July 19, 2010
(a)(1)(G)	Press Release, dated July 20, 2010
(a)(5)(A)	Form of Summary Advertisement, as published in Investor’s Business Daily on June21, 2010**
(b) – (h)	Not applicable

*  Previously filed as an Exhibit to Amendment No. 1 to Purchaser’s Schedule TO on July 2, 2010

**  Previously filed as Exhibits to Purchaser’s Schedule TO on June 21, 2010

EX-99.(A)(1)(F)

Exhibit (a)(1)(F)

REIMBURSEMENT AGREEMENT

This Reimbursement Agreement (this “Agreement”) is made and entered into as of this 19th day of July, 2010 (the “Effective Date”), by and between Refco Public Commodity Pool, L.P., a Delaware limited partnership (the “Fund”), and Contrarian Funds, L.L.C., a Delaware limited liability company (“Contrarian”).  The Fund and Contrarian are collectively referred to herein as the “Parties.”

WHEREAS, RCP TenderCo LLC, a Delaware limited liability company (“TenderCo”), together with its affiliates Contrarian, Contrarian Capital Management, L.L.C. and Jon R. Bauer, has offered to purchase for cash all outstanding Class 1 units (including Class 1-O units) and Class 2 units (together, the “Units”) of the Fund on specified terms and conditions set forth in TenderCo’s Offer to Purchase, dated June 21, 2010, as amended on July 2, 2010, and in the related Agreement to Transfer and Letter of Transmittal (which together constitute the “Offer”);

WHEREAS, the Fund is required to provide a recommendation to Unit holders regarding the Offer on a Schedule 14D-9, which was filed with the Securities and Exchange Commission on July 2, 2010, as amended on July 8, 2010 (the “Schedule 14D-9”); and

WHEREAS, the Parties desire to formally evidence: (i) the agreement of Contrarian to advance funds to cover certain costs and expenses (the “Expenses”) in connection with the printing and mailing of the letter to Unit holders (the “14D-9 Letter”), which was filed as an exhibit to the Schedule 14D-9, by MAA, LLC, the court-appointed liquidating trustee for the Fund, and (ii) the obligation of the Fund to reimburse Contrarian for such Expenses.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereto agree as follows:

1.           Expenses.  Contrarian hereby agrees to advance funds to cover the Expenses in a manner and at the time directed by the Fund; provided that Contrarian shall select the service provider retained to incur the Expenses.

2.           Reimbursement.  The Fund hereby agrees to reimburse Contrarian for the Expenses from the proceeds of the liquidation of the Fund’s claim against SPhinX Managed Futures Fund SPC following such liquidation.

3.           Acknowledgment.  The Fund acknowledges and agrees that neither Contrarian nor any of its affiliates is responsible for (i) the contents, accuracy or completeness of the Schedule 14D-9 or the 14D-9 Letter; (ii) the timing of the mailing of the 14D-9 Letter to Unit holders; (iii) identification of the holders of Units to whom the Schedule 14D-9  or the 14D-9 Letter is required to be mailed; or (iv) the Fund’s compliance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, as they relate to the Schedule 14D-9.

4.           Indemnification.  The Fund agrees to defend, indemnify and hold harmless Contrarian and its affiliates, and each of its and their directors, officers, employees and agents (collectively, the “Indemnified Parties”) against and in respect of any loss or liability incurred by

any Indemnified Party in connection with any action or omission made in connection with Contrarian’s performance of its obligations hereunder.

5.           Authorization.  Each of the Parties has the right and power, and has taken all necessary action to authorize it to execute, deliver and perform this Agreement in accordance with its terms.  This Agreement has been duly executed and delivered by a duly authorized representative of each of the Parties, and this Agreement is a legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.

6.           Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of Delaware.

7.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon the Parties and their successors and assigns.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

REFCO PUBLIC COMMODITY POOL, L.P.

By: MAA, LLC, as liquidating trustee

By:/s/ James M. Gallagher          

James M. Gallagher, Sole member

CONTRARIAN FUNDS, L.L.C.

By: CONTRARIAN CAPITAL MANAGEMENT, L.L.C.

By:/s/ Jon R. Bauer              

        Jon R. Bauer, Managing Member of

        Contrarian Capital Management, L.L.C.

EX-99.(A)(1)(G)

Exhibt (a)(1)(G)

PRESS RELEASE

RCP TENDERCO LLC

c/o Contrarian Capital Management, L.L.C.

411 West Putnam Avenue, Suite 425

Greenwich, CT 06830

Contact:       Thomas Long at D.F. King & Co., Inc. at (212) 493-6920

FOR IMMEDIATE RELEASE

TENDER OFFER FOR REFCO PUBLIC COMMODITY POOL, L.P.

New York, New York, July 20, 2010 — RCP TenderCo LLC has extended the expiration date for its offer to purchase all outstanding Class 1 units (including Class 1-O units) and Class 2 units of limited partnership interests of Refco Public Commodity Pool, L.P. to 5:00 P.M., New York City time, on Wednesday, August 11, 2010, unless further extended.  The tender offer was previously scheduled to expire on Tuesday, July 20, 2010.  RCP TenderCo LLC reported that approximately 1,208 total units have been tendered and not withdrawn to date in response to its tender offer.

           If you wish to tender your units, you should complete and return to D.F. King & Co., Inc. an Agreement to Transfer and Letter of Transmittal for receipt not later than August 11, 2010.  If you have already tendered your units, you do not need to send another Agreement to Transfer and Letter of Transmittal.

If you require a copy of the Agreement to Transfer and Letter of Transmittal in order to tender your units, need assistance in completing the Letter of Transmittal, or otherwise have questions about the offer, please contact D.F. King & Co., Inc. toll free at (800) 488-8095.