SecProbe.io

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20549-0409

November 10, 2004

Mr. Marc S. Goodman
Preferred Investment Solutions Corporation
Two American Lane
Greenwich, Connecticut 06830

Re:	World Monitor Trust III
	Registration Statement on Form S-1, filed on October 8, 2004
	File No. 333-119612

Dear Mr. Goodman:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. Please revise your document significantly to bring it within the
guidelines of Plain English. We note, for example, that your cover
page is greater than one page in length, that you have defined terms
throughout your document, and that you have embedded lists in various
places. Please see Items 421(b) and (d) of Regulation C, as well as
Staff Legal Bulletin 7A.
2. In connection with the above comment, it is not clear why you
refer to World Monitor Trust III as the "Fund" since such term is not
part of the pool`s name, nor is the pool a mutual fund registered
under the Investment Company Act of 1940.  Please revise to refer to
the pool by its name or a variation of its name.
3. Please revise throughout the prospectus to provide disclosure
substantially similar to the disclosures that would be required by
Industry Guide 5 if real estate limited partnership units were being
registered. For example, your revisions should include disclosure of
the fees and expenses payable to the managing owner and its
affiliates in the tabular format contemplated by Item 4 of Guide 5,
together with estimates of the total amount of each fee and expense
to the extent reasonably practicable, a narrative discussion under an
appropriate major heading of the managing owner and its affiliates`
experience over the past ten years similar to that required by Item
8.A of Guide 5, which includes such information as a description of
any major adverse business developments and conditions that were
experienced.
4. Please provide us with a complete copy of any sales material which
includes all illustrations and other inserts in the form you expect
to distribute to investors in accordance with Release No. 33-6900 and
by analogy to Item 19D of Guide 5.  We may have further comment after
we receive your materials.
5. Please provide a Management`s Discussion and Analysis (MD&A)
section within the registration statement prepared in accordance with
Item 303 of Regulations S-K and specifically include the disclosures
related to the following: 1) liquidity and capital resources, 2) off-
balance sheet arrangements, and 3) a tabular disclosure of
contractual obligations. Refer to FR-72 for the Commission`s guidance
regarding management discussion and analysis of financial condition
and results of operations.
6. In addition, please provide a discussion of what you expect to be
your most critical accounting policies, which should include what you
believe to be your most difficult and judgmental estimates, the most
important and pervasive accounting policies used, and the areas most
sensitive to material change from external factors. Refer to FR-60.
7. Please supplementally confirm to us, if true, that all units
redeemed or otherwise re-acquired by the trust will not be re-issued
to other investors.  If you do intend to re-issue redeemed or re-
acquired units, please tell us supplementally how you intend to
register those re-issuances under the Securities Act.
8. We note that investors will be entitled to exchange their units in
one series for units in a different series, so long as the exchange
is for the same class of units.  In addition, we refer to your
statement that such an exchange will be treated as a redemption of
one unit and the subsequent sale of a separate unit, except that no
redemption fees would be charged.  Please supplementally confirm to
us what exemption from registration you will rely upon in connection
with the exchanges.
9. Please summarize, immediately following the cover page, the
suitability standards that investors must meet in order to invest in
this offering.  In addition, if suitability standards in individual
states in which you intend to offer your units differ from these
standards, please summarize the suitability standards of such states.
10. Please advise us supplementally whether the managing owner or its
affiliates can purchase units in the offering so as to reach the
minimum subscription. If so, please also disclose this fact on the
cover page of the prospectus and in the prospectus summary.
11. Please revise to indicate the factors considered in determining
the offering price. Refer to Item 505 of Regulation S-K.
12. We note that you propose to offer units in three series - G,H and
I - as well as two classes within each series (Class I and II units).
Please revise the facing page to indicate each security that you are
registering and revise the facing page and cover page of the
prospectus to allocate the number of shares being registered for each
series as well as each class within each series.  Please be aware
that all shares being registered must be allocated to a specific
series and class.
13. Please revise your outside cover page to reflect the respective
series in the fee table. When you revise, please indicate which
paragraph of Rule 457 you relied upon for calculation of the
registration fee.
14. Refer to the disclosure concerning your share redemption program
on pages 71-72.  Supplementally, please provide a detailed analysis
regarding the applicability of the tender offer rules to the share
redemption program.  Specifically, in your analysis please address
your intention to redeem shares without any limit on the percentage
of shares you may redeem and the fact that the redemptions will not
be conducted pro rata.  Refer to Rule 13e-4 and Regulation 14E of the
Exchange Act.

Prospectus Cover Page
15. Please confirm that your cover page will be one page only.  We
refer to Item 501(b)(3) of Regulation S-K.  Please revise to remove
information not required by Item 501, Guide 5 or the Part 4 Rules
promulgated by the CFTC.
16. Please disclose, in the header, the minimum and maximum number of
units being offered for each series and each class within each
series.  In connection with this, please briefly describe what Class
I and Class II units are.
17. Please revise to briefly define what constitutes a "best efforts"
offering.
18. Please disclose the termination date of the registered offering.
Refer to Item 501(b)(8)(iii).
19. We note your statement in the first footnote to the table on the
bottom of the cover page stating that should you not reach the
minimum offering for any of the series, money tendered by subscribers
will be returned without penalty together with interest "within 10
days or as soon thereafter as practicable."  Please be aware that
pursuant to Rule 10b-9(a)(1) any funds should be returned promptly.
We do not agree that 10 days is consistent with Rule 10b-9, and the
qualification included in this footnote casts doubt about whether
funds would even be returned within this time period.  Please revise
accordingly.
20. Please revise the first cover page risk factor to clarify whether
there is a limitation on the amount to which each fund may be
leveraged.
21. Please revise the cover page risk factors to include the risk
resulting from conflicts of interest, including a brief description
of the nature of the conflicts and the identity of the parties to the
conflicts. Please also revise your summary risk factors to address
risks associated with conflicts of interest. When you revise, please
clarify that you have no formal procedure to resolve conflicts. We
note your disclosure on page 73.
22. Please revise the cover page risk factors to include the risk
related to forwards, swaps, hybrids, and other derivatives not
subject to CFTC regulation.
23. As one of your cover page risk factors, please briefly quantify
the fees that you will be required to pay.  Please also disclose, if
true, that the managing owner has the authority to substantially
increase the amount of those fees without the approval of the limited
partners.
24. Please advise us supplementally under what circumstances the
managing owner may extend the offering period up to ninety days.
25. Since this is not a firm commitment underwritten offering, it is
not appropriate to highlight the Managing Owner at the bottom of the
cover page.  Please revise.  We note that the Managing Owner is
referenced in the second paragraph of the cover page.

Commodity Futures Trading Commission Risk Disclosure Statement - page
iii
26. Please revise to delete the references to public reference
facilities in Chicago and New York, because they are no longer in
operation.

Summary
27. Your summary contains detailed information about the pool and the
advisors you intend to utilize that is more appropriate for the body
of the prospectus.  Please limit your summary to the most significant
aspects of the pool and your offering.  In connection with this,
please revise to remove repetitive disclosure found within the
summary section.
28. We note that you have included a significant number of cross-
references in the forepart of the prospectus.  This indicates that
the presentation could be better organized.  Please reduce your
reliance on cross-references, especially in the summary and risk
factors sections of the prospectus and on the prospectus cover page.
29. It is inappropriate to qualify in entirety one section of your
prospectus to the remaining body of the prospectus. Please revise.
30. Please revise to include an organizational diagram of World
Monitor Trust III which includes the ownership percentages and
material relationships among the entities pictured.
31. Please revise to include summary disclosure addressing reports to
unit holders. Please refer to Guide 5, Item 15.

Overview - page 2
32. It is not clear what the purpose of this section is since it
contains only cross-references to other portions of the prospectus.
A reliance on cross-references indicates that the prospectus could be
better organized.  Please revise to remove the cross-references and,
if necessary, revise the summary to briefly include the information
referenced under this heading.

Risk Factors - page 2
33. Please expand the initial summary risk factor to clarify that
your lack of operating history is a risk to investors because
investors have no performance history to serve as the basis for
evaluating an investment in the fund.
34. Please revise to include summary risk factor disclosure
addressing the fact that the managing owner may at any time and in
its sole discretion select and allocate the fund`s assets to
commodity trading advisors other than those named within the
prospectus, and investors will have to rely on the ability of the
managing owner to select such additional advisors.
35. Please revise Risk Factor Four to succinctly quantify the
"substantial charges" and "significant profits" you reference. Please
clarify, if true, that you may never achieve profits, significant or
otherwise.

The fund and its objective - page 3
36. Please disclose the number of public pools run by the managing
owner.

The Advisors - page 3
37. Please revise your disclosure to specifically indicate which
programs conduct technical, systematic, fundamental and discretionary
trading programs.

Who may subscribe - page 5
38. Please revise to convey that some states may require a greater
investment, naming each state and quantify the minimum amount that
exceeds your stated minimum initial investment of $5,000.

How to Subscribe - page 6
39. This disclosure appears to be redundant of disclosure included
under "How to Subscribe" on page 5. Please revise to combine the
disclosures.

Escrow of Funds - page 6
40. Please revise to indicate the time frame within which escrowed
funds will be returned to investors in the event you do not meet your
minimum subscription. Please also disclose any fees or other amounts
that will be deducted from the amounts returned.

Fees and Expenses - page 7
41. Please revise your fee disclosure to provide disclosure in
tabular format in addition to the narrative disclosure you have
included. The table should include a full explanation of each fee
category, the nature of such fee, who specifically receives each fee
and how the fee is calculated.

Tax status of each series, page 9
42. We note your statement that counsel has opined that each of the
series "will be" properly classified as a partnership and that they
"will not be" treated as publicly traded partnerships.  It is not
clear why these statements are made in the future tense since the
partnerships have been formed and counsel has provided such an
opinion to the pool.  Please revise or advise.

Breakeven Table - page 10
43. Please revise to include redemption fees that certain investors
may incur if they redeem their units during the first year.  If you
do not believe that this information is required or is impracticable
to disclose, please tell us why in your response letter.  In
addition, please tell us why you have not included any incentive
fees.
44. We note that, for purposes of the break-even table, you are
assuming that 100 percent of the cash will earn interest income.
However, on page 68 you indicate that each series will receive 80% -
100% of interest income on its assets.  Please revise why you are
assuming 100% here.

The risks you face - page 12
45. Please revise your risk factor subheadings so that each one
conveys the specific risk to you.  Currently, some of your
subheadings merely state a general risk or a fact about your
business.  We note the following examples:

* Possible total loss of an investment.
* Speculative and volatile Markets; Highly leveraged trading.
* Fees and commissions are charged regardless of profitability and
are subject to change.
* Importance of market conditions to profitability.
* No assurance of advisors` continued services.
* Possible illiquid markets.
* No series of the Fund acquires any asset with intrinsic value.
* Non-correlated, not negatively correlated, performance objective.
* Conflicts of interest.
* Failure of brokerage firms; default by clearing broker.

Speculative and Volatile Markets; Highly Leveraged Trading - page 12
46. Please revise to clarify, if true, that even a small movement in
price could cause large losses for the fund.
47. Please quantify the maximum amount of leverage that each series
may incur.  In addition, please quantify the maximum amount of
notional funds that the Managing Owner may allocate to the advisors.

Fees and commissions are charged regardless of profitability and are
subject to change - page 12
48. Please revise to briefly quantify the significant charges you
reference in the first sentence.

Importance of market conditions to profitability - page 12
49. Please revise to specify the advisors who will use technical,
trend-following methods.

Discretionary trading strategies may incur substantial losses - page
12
50. Please revise to specify which traders may implement
discretionary-trading strategies. When you revise, please explain
full