SecProbe.io

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20549-0409

      January 26, 2005

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

Re:	World Monitor Trust III
	Amendment No. 1 to Registration Statement on Form S-1
	Filed on December 30, 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. We note your response to Comment 10, but are unable to
determine
where you made the requested revision. Please advise us where you
made the revision, or revise to do so.

Prospectus Cover Page
2. We note your response to Comment 16. Please advise us
supplementally how your proposed disclosure is permissible within
Rule 10b-(9)(a)(2) of the Securities Exchange Act of 1934. We note
that the rule appears to require that a specified number of each
class of units be sold in a minimum/maximum offering.
3. Please identify the Selling Agent and the Managing Owner on the
cover page.
4. We have reviewed your revisions in response to Comment 18, and
we
re-issue the comment.  We note that you have added disclosure
regarding the termination date of the initial offering, but you
have
not included disclosure regarding the termination date of the
continuous offering.  We refer to Item 501(b)(8) of Regulation S-
K.
5. We have reviewed your revisions in response to Comment 19, and
we
re-issue the comment.  Rule 10b-9 of the Securities Exchange Act
requires that investor funds be returned "promptly."  We do not
agree
that seven (7) business days complies with this requirement.
Please
revise accordingly.
6. We note your response to Comment 20. Please revise the initial
risk factor bullet point to explain the effect of leverage in
futures
trading.  For example, we refer to your disclosure on page 16 that
a
small price movement may cause large losses.
7. We note your response to Comment 21, but are unable to
determine
where you made the requested revisions within the summary risk
factor
section of the prospectus. Please advise or revise.
8. We note your response to Comment 22, but believe this risk is
sufficiently important to investors as to warrant cover page
disclosure. Please revise to briefly convey this risk.
9. We have reviewed your response to Comment 23, and we re-issue
the
comment.  Please briefly describe the fees that investors will
incur
with an investment in the various series of the trust.
10. We refer to the final footnote to the chart at the bottom of
the
cover page where you state that, since the Trust will pay all
organizational and offering expenses, 100 percent of the proceeds
raised "will be initially available for each Series` trading
activities."  In light of the fact that ongoing service fees in
the
amount of 2 percent will be payable to the Selling Agent on a
monthly
basis for all Class I units, and that sales commissions in the
amount
of 1 percent payable monthly will be made for all units, it is not
clear how this statement is useful to investors.  Please consider
deleting this statement or tell us why you believe it provides
useful
information to investors.

Fees and Expenses - page 9
11. Please revise to clarify whether there is a cap in place with
respect to extraordinary fees and expenses, indicating the extent
to
which each series may be liable.

Risk Factors - page 16

12. Please add a risk factor that discusses the risks associated
with
the fact that the Managing Owner and its principals may purchase
an
unlimited number of units in this offering.  For example, since
this
is a minimum-maximum offering, the protections afforded to
investors
under Rule 10b-9 of the Exchange Act may be weakened by the fact
that
the Managing Owner and its principals have the ability to purchase
units to satisfy the minimum offering requirements.  Please revise
accordingly.

Fees and Commissions are Charged Regardless of Profitability and
May
Result in Depletion of Trust Assets, page 16
13. We have reviewed your revisions in response to Comment 48, and
we
re-issue the comment.  Please provide brief disclosure quantifying
the fees that investors will pay as part of an investment in the
three series of the Trust.

Possible Illiquid Markets may Exacerbate Losses - page 18
14. We note your response to Comment 55. Please revise, as
requested,
to indicate the extent, if any, to which the trading advisors have
encountered illiquid situations in the past similar top those
described in this risk factor.

Conflicts of Interest, page 84
15. We refer to your new disclosure regarding the credit facility
you
entered into with UBS Securities LLC.  Please disclose the
material
terms of the facility in your MD&A section where you discuss
liquidity.

Redemptions and Distributions, page 87
16. Please disclose whether investors have the ability to withdraw
a
redemption request and, if so, the procedures for withdrawing the
request.

Preferred Investment Solutions Corp. (formerly Kenmar Advisory
Corp.)-Statement of Financial Condition-September 30, 2003

17. We note your response to comment 75 that you have provided an
audited balance sheet as of the most recent fiscal year. However,
that information does not appear to have been included in the
current
amendment. As such, we reiterate our previous comment that you
provide an audited balance for Preferred Investment Solutions Corp
as
of the most recent fiscal year end (which appears to be September
30,
2004).

Preferred Investment Solutions Corp. (formerly Kenmar Advisory
Corp.)-Notes to Consolidated Financial Statements-September 30,
2003

18. We note your response to comment 76, however, if Preferred
Investment Solutions Corp. continues to report a substantial
receivable from Kenmar Management Ltd. as of the date of the most
recent fiscal year end (September 30, 2004) we believe an audited
balance sheet of Kenmar Management Ltd. is required.

Exhibit 1.1-Selling Agreement
19. We note your response to Comment 77. Please file a revised
selling agreement reflecting the referenced revision.

Exhibit 8.1-Opinion of Sidley Austin Brown & Wood
20. Please have counsel revise paragraph 2 to clarify that the
description under the caption "Federal Income Tax Consequences" in
fact constitutes its opinion.
21. The condition in the second paragraph, "subject to the
uncertainties referred to therein" does not appear appropriate
within
the legal opinion. Please revise to remove it, or advise us why
you
believe it may appropriately be retained.

Exhibit 23.2 - Consent of Counsel
22. Please have counsel revise to include its consent to the
filing
of the opinion as an exhibit to the registration statement.  In
addition, please have tax counsel revise its consent to include
the
statement in the section entitled, "Tax Status of Each Series"
found
in the summary.

      * * * * *

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jay Spinella at 202-942-7323 or Linda van
Doorn
at 202-942-1960 if you have questions regarding comments on the
financial statements and related matters.  Please contact Paul
Fischer at 202-942-1903 or the undersigned at 202-942-2987 with
any
other questions.

Sincerely,

Owen Pinkerton
Senior Counsel

cc:	Michael J. Schmidtberger, Esq.
	by facsimile,  212-839-5599

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World Monitor Trust III
Page 3

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