**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**ý****  Annual Report Pursuant toSection 13 or 15(d)**

**of****the Securities Exchange Act of1934**

 

**For the Fiscal Year Ended:  December 31, 2004**

 

**or**

 

**o****  Transition Report Pursuant toSection 13 or 15(d)**

**of****the Securities Exchange Act of1934**

 

**Commission File Number:  0-26932**

 

**THE MILLBURN WORLD RESOURCE TRUST**

(Exact name of registrant as specified in its charter)

 
| **Delaware**                                                     | ** ** | **06-6415583**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

**c/o****MILLBURN RIDGEFIELD CORPORATION**

**411 West Putnam Avenue**

**Greenwich, Connecticut  06830**

(Address of principal executive offices)

 

Registrant’s telephonenumber, including area code:   **(203) 625-7554**

Securities registeredpursuant to Section 12(b) of the Act:  ** None**

Securities registered pursuant to Section 12(g)of the Act:   **Units of BeneficialInterest**

(Titleof Class)

 

Indicate by check mark whether the registrant(1) filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter 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  ý                   No  o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulations S-K is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whether the registrant is anaccelerated filer (defined in Rule 12b of the Act).

 

Yes  o                   No ý

 

State the aggregatemarket value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter.

 

Not applicable.

 

Documents Incorporated by Reference

 

Registrant’s Financial Statements for the Years endedDecember 31, 2004, 2003 and 2002 with Report of Independent Registered PublicAccounting Firm, the annual report to security holders for the fiscal yearended December 31, 2004, is incorporated by reference into Part II item 8 andPart IV hereof and filed as an exhibit herewith.

 

 

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PART I

 

Item 1.   Business

 

(a)   General development of business

 

The Millburn World ResourceTrust (the “Trust”) is a business trust organized June 7, 1995 pursuant to aDeclaration of Trust and Trust Agreement (the “Trust Agreement”), under theDelaware Business Trust Act.  BetweenJuly 12, 1995 and September 11, 1995 (the “Initial Offering”), units ofbeneficial interest in the Trust (the “Units”) were publicly offered at aninitial price of $1,000 per Unit.  Theproceeds of the Initial Offering and interest thereon were held in escrow untilSeptember 13, 1995 at which time an aggregate of $15,141,664 was turned over tothe Trust and the Trust commenced operations. The Trust most recently offered Units during January 2002 and, as ofDecember 31, 2004, Units were not being offered.  The offering is registered under theSecurities Act of 1933, as amended, and a total of $150 million of Units havebeen registered.  A total of $98,280,140of Units have been sold to the public as of December31, 2004.

 

The Trust engages inspeculative trading in the futures, options and forward markets.

 

Millburn RidgefieldCorporation (the “Managing Owner”), a Delaware corporation, is the managingowner and the commodity trading advisor for the Trust.  The Managing Owner invested $400 in the Trustas an initial capital contribution to the Trust and $155,005 in the Trust atthe outset of trading.  Thereafter, theManaging Owner contributed an additional $417,000 and has redeemed $950,000 ofUnits as of December 31, 2004.  Afterreflecting cumulative gains and profit shares of $561,467, the Managing Owner’sinvestment in the Trust totaled $183,872 as of December 31, 2004.

 

(b)   Financial information about industry segments

 

The Trust’s businessconstitutes only one segment, i.e., a speculative commodity pool.  The Trust does not engage in sales of goodsand services.  Financial informationregarding the Trust’s business is set forth in Item 6 “Selected Financial Data”and in the Trust’s Financial Statements included as Exhibit 13.01 to thisreport.

 

(c)   Narrative description of business

 

The Trust engages in thespeculative trading of futures, options on futures and forward contracts.  The Trust’s sole trading advisor is theManaging Owner.  The Managing Ownertrades the Trust’s assets, pursuant to its World Resource Portfolio, in theagricultural, metals, energy, interest rate and stock indices futures andfutures options markets and in the currency markets, trading primarily forwardcontracts in the interbank market.  Theobjective of the Managing Owner’s trading method is to participate in all majorsustained price moves in the markets traded. The Managing Owner regards itsapproach as long-term in nature. The Managing Owner makes trading decisionspursuant to its trading method, which includes technical trend analysis,certain non-trend-following technical systems, and the money managementprinciples described below, which may be revised from time to time.

 

The first step in the trading methodology isdeveloping trading systems which generate buy or sell decisions in a particularmarket based on the direction of price trends occurring over differenttime-frames. Over the last 30 years, the Managing Owner has developed hundredsof trading systems. These “heritage” systems are augmented from time to timewith the results of research. The Managing Owner tests the full range of thesystems in each market against five, ten or fifteen years of historical data tosimulate the results the system would have achieved in the markets had thesystem been used to make trading decisions during the simulation period. Itthen calculates (i) the profitability of the systems and (ii) a number ofstatistics designed to identify high quality profits such as (a) the percentageof profitable trades, (b) the worst losses experienced, (c) the averagegiveback of maximum profits on profitable trades and (d) Sharpe ratio(risk-adjusted returns).

 

The Managing Ownerselects multiple systems in each market after a review of statistical data forthe heritage systems in an effort to diversify away from reliance on a singlesystem. The Managing Owner attempts to

 

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selectsystems with different characteristics to smooth the return stream. TheManaging Owner then selects portfolio weightings taking into accountstatistical data on the systems’ returns, the relative volatility of themarkets, liquidity constraints and the Managing Owner’s judgment andexperience.

 

Risk is a function of both price level and pricevolatility.  In attempting to assessmarket volatility as a means of monitoring and evaluating risk, the ManagingOwner uses its volatility overlay as a part of individual market riskmanagement. This system is designed to measure the risk in the portfolio’sposition in each market and signals a decrease in position size when riskincreases and an increase in position size when risk decreases.

 

In addition to the volatility overlay, the ManagingOwner’s risk management focuses on money management principles applicable tothe portfolio as a whole rather than to individual markets and control of leverageand portfolio size.  There are, however,no restrictions on the amount of leverage the Managing Owner may use at anygiven time.

 

Pursuant to the TrustAgreement, the Managing Owner receives a flat-rate monthly brokerage fee equalto 0.75 of 1% of the month-end Net Assets (a 9.0% annual rate).  The Managing Owner retains the right tocharge less than the annual brokerage rate of 9% to those subscribers whoeither invest $1,000,000 or more in the Units or subscribe without incurringthe selling commission paid by the Managing Owner.  These reductions have no effect on otherinvestors.  The Managing Owner alsoreceives a profit share equal to 17.5% of any new trading profit as defined,determined as of the end of each calendar quarter.  The quarterly profit share is calculated netof brokerage fees and administrative expenses and excluding interest income.

 

Prudential FinancialDerivatives LLC, Deutsche Bank Securities, Inc., Merrill Lynch, Pierce, Fenner& Smith Inc. act as the futures brokers for the Trust.  The Trust executes currency forward tradeswith several brokers and banks, including Morgan Stanley & Co. Incorporatedand clears all such trades with Morgan Stanley & Co. Incorporated, servingas prime broker.  The Trust pays “bidasked” spreads on its forward trades, as such spreads are incorporated into thepricing of forward contracts.  TheManaging Owner monitors the Trust’s trades to ensure that the prices itreceives are competitive.

 

The Trust pays itsadministrative expenses, including offering costs, and any extraordinaryexpenses which it may incur.  TheManaging Owner pays all the routine costs of executing and clearing the Trust’strades and all compensation due to the selling agents.

 

The Trust is open-endedand may offer Units at net asset value as of the first day of each month,although it is not currently doing so. Unitholders may redeem any or all of their Units upon 10 businessdays’ written notice to the Managing Owner at their net asset value as of thelast day of any month.  Units redeemed onor prior to the end of the first and second successive six-month periods aftertheir sale will pay a redemption charge of 4% and 3%, respectively, of the netasset value at which they are redeemed (3% and 2%, respectively, in the case ofsubscriptions for $1,000,000 or more). These redemption charges are paid to the Managing Owner.  Requests for redemption will be honored andpayment will be made, except in the event of highly unusual market disruptions,within 15 business days of the effective date of redemption.

 

The Trust’s cash andTreasury instruments are used by the Trust to engage in its trading activitiesand as reserves to support that trading. The Trust’s assets deposited with the Trust’s futures brokers as marginare maintained in “customer segregated funds accounts” or “foreign futures andforeign options secured amount accounts” and are held in cash, or U.S. Treasuryinstruments.  Trust assets not depositedas margin are maintained in bank or brokerage accounts and are held primarilyin bank money market funds or U.S. Treasury instruments.

 

The Trust does not engagein lending (other than through permitted securities investments).  The Managing Owner does not anticipate makingany distributions of Trust profits, if any.

 

Regulation

 

Under the CommodityExchange Act, as amended (the “CEA”), commodity exchanges and futures tradingare subject to regulation by the Commodity Futures Trading Commission (the “CFTC”).  National Futures

 

3

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Association (“NFA”), a “registeredfutures association” under the CEA, is the only non-exchange self-regulatoryorganization for futures industry professionals.  The CFTC has delegated to NFA responsibilityfor the registration of “commodity trading advisors,” “commodity pooloperators,” “futures commission merchants,” “introducing brokers” and theirrespective associated persons and “floor brokers” and “floor traders.”  The CEA requires commodity pool operators andcommodity trading advisors, such as the Managing Owner, and commodity brokersor futures commission merchants, such as the Brokers, to be registered and tocomply with various reporting and record keeping requirements.  The CFTC may suspend a commodity pool operator’sor trading advisor’s registration if it finds that its trading practices tendto disrupt orderly market conditions or in certain other situations.  In the event that the registration of theManaging Owner as a commodity pool operator or a commodity trading advisor wereterminated or suspended, the Managing Owner would be unable to continue tomanage the business of the Trust.  Shouldthe Managing Owner’s registration be suspended, termination of the Trust mightresult.

 

In addition to suchregistration requirements, the CFTC and certain commodity exchanges haveestablished limits on the maximum net long or net short position which anyperson may hold or control in particular commodities.  Most exchanges also limit the changes infutures contract prices that may occur during a single trading day.   Currency forward contracts are not subjectto regulation by any United States Government agency.

 

(i)   through (xii) - not applicable.

 

(xiii)   the Trust has no employees.

 

(d)   Financial information about geographic areas

 

The Trust does not engagein material operations in foreign countries (although it does trade from theUnited States in foreign currency forward contracts and on foreign futuresexchanges), nor is a material portion of its revenues derived from foreigncustomers.

 

(e)   Available information

 

The Trust filesquarterly, annual and current reports with the Securities and ExchangeCommission (“SEC”).  These reports areavailable to read and copy at the SEC’s Public Reference Facilities inWashington, D.C. at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the SEC’s toll free number,1-800-SEC-0330, for further information. The Trust does not maintain a website where these reports areposted.  However, the Trust’s filings areposted on the SEC’s website at http://www.sec.gov.

 

Item 2.   Properties

 

The Trust does not own oruse any physical properties in the conduct of its business.  The Managing Owner or anaffiliate perform all administrative services for the Trust from theiroffices.

 

Item 3.   Legal Proceedings

 

The Managing Owner is notaware of any pending legal proceedings to which either the Trust is a party orto which any of its assets are subject. In addition there are no pending material legal proceedings involving theManaging Owner.

 

Item 4.   Submissionof Matters to a Vote of Security Holders

 

None.

 

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PART II

 

Item 5.   Market for the Registrant’s Common Equity andRelated Stockholder Matters

 

(a)   Market Information.

 

There is no tradingmarket for the Units, and none is likely to develop.  Units may be redeemed upon  10 business days’ written noticeto the Managing Owner at their net asset value as of the last day of any month,subject to certain early redemption charges.

 

(b)   Holders.

 

As of December 31, 2004,there were 519 holders of Units.

 

(c)   Dividends.

 

No distributions ordividends have been made on the Units, and the Managing Owner has no presentintention to make any.

 

(d)   Securities Authorized for Issuance UnderEquity Compensation Plans

 

None.

 

(e)   RecentSales of Unregistered Securities; Use of Proceeds from Registered Securities.

 

Registrant has made nosales of unregistered securities within the past three years.

 

(f)   IssuerPurchases of Equity Securities.

 

Pursuant to the Trust’sDeclaration of Trust and Trust Agreement, Unitholders may redeem their Units atthe end of each calendar month at the then current month-end Net Asset Valueper Unit.  The redemption of Units has noimpact on the value of Units that remain outstanding, and Units are notreissued once redeemed.

 

The following tablesummarizes the redemptions by Unitholders during the fourth calendar quarter of2004:

 
| **Month**          | ** ** | **Units Redeemed** | ** ** | **Redemption Date  NAV per Unit** | ** ** |
|--------------------|------------|--------------------|------------|-----------------------------------|------------|
|               |       |               |       |                              |       |
| October 31, 2004   |       | 155.516            |       | 993.49                            |       |
| November 30,  2004 |       | 172.907            |       | 1,077.87                          |       |
| December 31,  2004 |       | 171.752            |       | 1,081.91                          |       |
| Total              |       | 500.175            |       |                              |       |

 

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Item 6.   Selected Financial Data

 

The following is asummary of operations for the fiscal years 2004, 2003, 2002, 2001 and 2000, andtotal assets of the Trust at December 31, 2004, 2003, 2002, 2001 and 2000.  The Trust commenced trading operations onSeptember 13, 1995.

 
| ** **                                                             | ** ** | **For the Year Ended  December 31, 2004** | ** ** | **For the Year Ended  December 31, 2003** | ** ** | **For the Year Ended  December 31, 2002** | ** ** | **For the Year Ended  December 31, 2001** | ** ** | **For the Year Ended  December 31, 2000** | ** ** |
|------------------------------------------------------------------------|------------|-------------------------------------------|------------|-------------------------------------------|------------|-------------------------------------------|------------|-------------------------------------------|------------|-------------------------------------------|------------|
| Revenue: Total  net realized and unrealized gains  (losses)* |       | $                                         | 443,927    |                                      | $          | 1,202,555                                 |       | $                                         | 5,309,031  |                                      | $          | (2,138,120 | ) | $ | 1,021,419 |   |
| Interest income                                                        |       | 134,837                                   |       | 253,838                                   |       | 469,289                                   |       | 1,467,711                                 |       | 2,037,153                                 |       |
|                                                                   |       |                                      |       |                                      |       |                                      |       |                                      |       |                                      |       |
| Expenses:                                                              |       |                                      |       |                                      |       |                                      |       |                                      |       |                                      |       |
| Administrative  expenses**                                             |       | 95,749                                    |       | 102,856                                   |       | 106,135                                   |       | 265,562                                   |       | 297,751                                   |       |
| Brokerage  Commissions                                                 |       | 1,003,462                                 |       | 1,774,676                                 |       | 2,041,313                                 |       | 2,629,963                                 |       | 3,298,836                                 |       |
|                                                                   |       |                                      |       |                                      |       |                                      |       |                                      |       |                                      |       |
| Net Income  (loss)                                                     |       | $                                         | (520,447   | )                                         | $          | (421,139                                  | )          | $                                         | 3,630,872  |                                      | $          | (3,565,934 | ) | $ | (538,015 | ) |
|                                                                   |       |                                      |       |                                      |       |                                      |       |                                      |       |                                      |       |
| Total assets                                                           |       | $                                         | 9,201,458  |                                      | $          | 18,378,284                                |       | $                                         | 21,381,228 |                                      | $          | 26,592,238 |   | $ | 36,609,165 |   |
| Total Trust  capital                                                   |       | $                                         | 8,445,343  |                                      | $          | 17,994,455                                |       | $                                         | 20,880,211 |                                      | $          | 25,723,057 |   | $ | 34,230,993 |   |
| Net asset value  per Unit                                              |       | $                                         | 1,081.91   |                                      | $          | 1,125.38                                  |       | $                                         | 1,164.79   |                                      | $          | 998.22 |   | $ | 1,135.68 |   |
| Increase  (decrease) in net asset value per Unit                       |       | $                                         | (43.47     | )                                         | $          | (39.41                                    | )          | $                                         | 166.57     |                                      | $          | (137.46 | ) | $ | 25.80 |   |

 

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*From trading of futures and forward contracts, foreign exchangetransactions and U.S. Treasury obligations

 

**Includes custody fees

 

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Item 7.   Management’s Discussion and Analysis of FinancialCondition and Results of Operations

 

Reference is made to “Item6.  Selected Financial Data” and “Item8.  FinancialStatements and Supplementary Data.” The information contained therein is essential to, and should be read inconjunction with, the following analysis.

 

Capital Resources

 

Units may be offered forsale as of the beginning, and may be redeemed as of the end, of eachmonth.  Units are not, however, currentlybeing offered.

 

The amount of capitalraised for the Trust should not have a significant impact on its operations, asthe Trust has no significant capital expenditure or working capitalrequirements other than for monies to pay trading losses, brokerage commissionsand charges.  Within broad ranges ofcapitalization, the Managing Owner’s trading positions should increase ordecrease in approximate proportion to the size of the Trust.

 

The Trust raisesadditional capital only through the sale of Units and trading profits (if any)and does not engage in borrowing.

 

The Trust trades futures,options and forward contracts on interest rates, commodities, currencies,metals, energy and stock indices.  Riskarises from changes in the value of these contracts (market risk) and thepotential inability of counterparties or brokers to perform under the terms oftheir contracts (credit risk).  Marketrisk is generally to be measured by the face amount of the futures positionsacquired and the volatility of the markets traded.  The credit risk from counterpartynon-performance associated with these instruments is the net unrealized gain,if any, on these positions plus the value of the margin or collateral held bythe counterparty.  The risks associatedwith exchange-traded contracts are generally perceived to be less than thoseassociated with over-the-counter transactions, because exchanges typically (butnot universally) provide clearinghouse arrangements in which the collectivecredit (in some cases limited in amount, in some cases not) of the members ofthe exchange is pledged to support the financial integrity of the exchange.  In over-the-counter transactions, on theother hand, traders must rely solely on the credit of their respectiveindividual counterparties.  Margins whichmay be subject to loss in the event of a default, aregenerally required in exchange trading, and counterparties may require marginor collateral in the over-the-counter markets.

 

The Managing Owner hasprocedures in place to control market risk, although there can be no assurancethat they will, in fact, succeed in doing so. These procedures primarily focus on (1) real time monitoring of openpositions; (2) diversifying positions among various markets;(3) limiting the assets committed as margin, generally within a range of15% to 35% of an account’s Net Assets at exchange minimum margins, (includingimputed margins on forward positions) although the amount committed to marginat any time may be substantially higher; (4) prohibiting pyramiding (thatis, using unrealized profits in a particular market as margin for additionalpositions in the same market); and (5) changing the equity utilized for tradingby an account solely on a controlled periodic basis rather than as an automaticconsequence of an increase in equity resulting from trading profits.  The Trust controls credit risk by dealingexclusively with large, well capitalized financial institutions, such as theBrokers, as brokers and counterparties.

 

The financial instrumentstraded by the Trust contain varying degrees of off-balance sheet risk wherebychanges in the market values of the futures and forward contracts underlyingthe financial instruments or the Trust’s satisfaction of the obligations mayexceed the amount recognized in the statement of financial condition of theTrust.

 

Due to the nature of theTrust’s business, substantially all its assets are represented by cash andUnited States government obligations, while the Trust maintains its marketexposure through open futures and forward contract positions.

 

The Trust’s futurescontracts are settled by offset and are cleared by the exchange clearinghousefunction.  Open futures positions aremarked to market each trading day and the Trust’s trading accounts are debitedor credited accordingly.  Options onfutures contracts are settled either by offset or by exercise.  If an option on afuture

 

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is exercised, the Trust isassigned a position in the underlying future which is then settled byoffset.  The Trust’s spot and forwardcurrency transactions conducted in the interbank market are settled by nettingoffsetting positions or payment obligations and by cash payments.

 

The value of the Trust’scash and financial instruments is not materially affected by inflation.  Changes in interest rates,which are often associated with inflation, could cause the value of certain ofthe Trust’s debt securities to decline, but only to a limited extent.  More important, changes in interest ratescould cause periods of strong up or down market price trends, during which theTrust’s profit potential generally increases. However, inflation can also give rise to markets which have numerousshort price trends followed by rapid reversals, markets in which the Trust islikely to suffer losses.

 

Liquidity

 

The Trust’s assets aregenerally held as cash or cash equivalents which are used to margin the Trust’sfutures positions and withdrawn, as necessary, to pay redemptions andexpenses.  Other than potentialmarket-imposed limitations on liquidity, due, for example, to limited openinterest in certain futures markets or to daily price fluctuation limits, whichare inherent in the Trust’s futures and forward trading, the Trust’s assets arehighly liquid and are expected to remain so. During its operations through December 31, 2004, the Trust experiencedno meaningful periods of illiquidity in any of the numerous markets traded bythe Managing Owner.

 

Critical Accounting Estimates

 

The Trust records its transactions in futures andforward currency contracts, including related income and expenses, on a tradedate basis.  Open futures contractstraded on an exchange are valued at market, which is based on the closingsettlement price on the exchange where the futures contract is traded by theTrust on the day with respect to which Net Assets are being determined.  Open forward currency contracts are recordedat fair value, based on pricing models that consider the current market prices(“Spot Prices”) plus the time value of money (“Forward Points”) and contractualprices of the underlying financial instruments. The Spot Prices and Forward Points for open forward currency contractsare generally based on the 3:00 P.M. New York time prices provided by widelyused quotation service providers on the day with respect to which Net Assetsare being determined.  The Forward Pointsfrom the quotation service providers are generally in periods of one month, twomonths, three months and six months forward while the contractual forwarddelivery dates for the foreign currency contracts traded by the Trust may be inbetween these periods.

 

The Managing Owner’s policy is to calculate theForward Points for each contract being valued by determining the number of daysfrom the date the forward currency contract is being valued to its maturitydate and then using straight-line interpolation to calculate the valuation ofForward Points for the applicable forward currency contract.  The Managing Owner will also compare thecalculated price to the forward currency prices provided by dealers todetermine whether the calculated price is fair and reasonable.

 

The preparation of financial statements in conformitywith accounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions, such as accrual of expenses, that affect the amounts and disclosures reportedin the financial statements.  Based onthe nature of the business and operations of the Trust, the Managing Ownerbelieves that the estimates utilized in preparing the Trust’s financialstatements are appropriate and reasonable, howeveractual results could differ from these estimates.  The estimates used do not provide a range ofpossible results that would require the exercise of subjective judgment.  The Managing Owner further believes that,based on the nature of the business and operations of the Trust, no otherreasonable assumptions relating to the application of the Trust’s criticalaccounting estimates other than those currently used would likely result inmaterially different amounts from those reported.

 

Off-Balance Sheet Arrangements

 

The Trust does not engage in off-balance sheetarrangements with other entities.

 

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Contractual Obligations

 

The Trust does not enterinto any contractual obligations or commercial commitments to make futurepayments of a type that would be typical for an operating company or that wouldaffect its liquidity or capital resources. The Trust’s sole business is trading futures and forward currencycontracts, both long (contracts to buy) and short (contracts to sell).  All such contracts are settled by offset, notdelivery.  Substantially all suchcontacts are for settlement within four months of the trade date and substantiallyall such contracts are held by the Trust for less than four months before beingoffset or rolled over into new contracts with similar maturities.   The Trust’s Financial Statements,included as Exhibit 13.01 to this report, present a Condensed Schedule ofInvestments setting forth net unrealized appreciation (depreciation) of theTrust’s open future and forward currency contracts, both long and short, atDecember 31, 2004.

 

Results of Operations

 

*PerformanceSummary*

 

The Trust’s successdepends on the Managing Owner’s ability to recognize and capitalize on trendsand other profit opportunities in different sectors of the world economy.  The Managing Owner’s trading methods areconfidential, so that substantially the only information that can be furnishedregarding the Trust’s results of operations is its performance record.  Unlike most operating businesses, generaleconomic or seasonal conditions have no direct effect on the profit potentialof the Trust, while, at the same time, its past performance is not necessarilyindicative of future results.  Because ofthe speculative nature of its trading, operational or economic trends havelittle relevance to the Trust’s results. The Managing Owner believes, however, that there are certain marketconditions — for example, markets with strong price trends — in which the Trusthas a better opportunity of being profitable than in others.

 

During 2004, the Trustachieved net realized and unrealized gains of $443,927 from its tradingoperations (including foreign exchange transactions and translations).  Brokerage fees of $1,003,462 were paid oraccrued.  The Trust paid no profit shareto the Managing Owner.  Interest incomeof $134,837 partially offset the Trust’s expenses resulting in a net loss(inclusive of administrative expenses) of $520,447 and a 3.86% decrease in theNet Asset Value per Unit.  An analysis ofthe trading gain (loss) by sector is as follows:

 
| **Sector**    | ** ** | **% Gain (Loss)** | ** ** |
|---------------|------------|-------------------|------------|
|          |       |              |       |
| Interest Rate |       | 2.72              | %          |
| Currencies    |       | (3.05             | )%         |
| Stock Indices |       | (2.10             | )%         |
| Metals        |       | 0.10              | %          |
| Energy        |       | 5.54              | %          |
| Grains        |       | 1.30              | %          |
| Softs         |       | 0.02              | %          |
| Meats         |       | 0.12              | %          |
|          |       |              |       |
| Total         |       | 4.65              | %          |

 

The year 2004 was distinguished by dramatictransitions in the underlying character of market trading dynamics. Profitabletrends in January and February gave way to a six month period of trendless,turbulent action across a broad swath of markets that produced significantlosses. Beginning in September, trends reappeared and the Trust chalked up asharp recovery in the year’s final four months. Interest rate and energytrading were profitable and to a lesser extent so was trading of agriculturalcommodities.  These gains partiallyoffset losses from currency, and stock index trading. The Trust generated atrading gain for the year.

 

At the start of the year, long positions in note andbond futures, particularly for the U.S. and Europe, were quite profitable assluggish European growth, concerns about a “jobless” U.S. recovery and centralbank buying of

 

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treasuries drove interest ratesdown.  Rising energy prices benefitedlong energy positions, and equity and metals trading were profitable.  Currency trading was very unprofitable,however, as a dollar decline halted and reversed during the quarter.

 

From March through August, a number of uncertaintiesplagued market participants including:  theJune Iraqi elections, the U.S. Presidential elections in November, the strengthof the American economy and thrust of Federal Reserve policy, and China’sforeign exchange, industrial and monetary policy directions.  As a result, markets across the boarddisplayed unprofitable, directionless price action.  Trading of currencies, interest rates, stockindices, metals and agricultural commodities produced losses.  Energy trading, in fact, was the onlyprofitable sector for this period, and the gain was only marginal.

 

As the aforementioned uncertainties began to clarify,market participants became more confident of their opinions and a number ofprofitable trend opportunities emerged. In particular, a sharp dollar decline led to excellent profits from aseries of short dollar positions, particularly versus the euro and Koreanwon.  This dollar sell off was promptedby worries about persistent U. S. current account and budget deficits, as wellas the rising probability that foreign central banks would begin to diversifytheir international reserve holdings away from the American currency. Tradingof interest rate, stock index, and metal futures was also profitable over thelast four months of the year.

 

*2003*

 

During 2003, the Trust achieved net realized and unrealizedgains of $1,202,555 from trading operations (including foreign exchangetransactions and translations). Brokerage fees of $1,774,676 were paid or accrued.  The Trust paid no profit share.  Interest income of $253,838 partially offsetthe Trust’s expenses resulting in a net loss (inclusive of administrativeexpenses) of $421,139 and a 3.38% decrease in the Net Asset Value perUnit.  An analysis of the trading gain(loss) by sector is as follows:

 
| **Sector**    | ** ** | **% Gain (Loss)** | ** ** |
|---------------|------------|-------------------|------------|
|          |       |              |       |
| Interest Rate |       | 0.04              | %          |
| Currencies    |       | 4.84              | %          |
| Stock Indices |       | 2.32              | %          |
| Metals        |       | 2.39              | %          |
| Energy        |       | (2.33             | )%         |
| Grains        |       | (2.37             | )%         |
| Softs         |       | (0.71             | )%         |
|          |       |              |       |
| Total         |       | 4.18              | %          |

 

The Trust’s performancewas quite volatile throughout the year 2003. Substantial gains registered inJanuary and February were largely erased in March, when major long term pricetrends in currencies, energy and interest rates reversed abruptly as the Iraqinvasion moved from rhetoric to reality, and as traders and investors rushed tosquare positions, moving to the sidelines at least temporarily. Then, in May,as the initial phase of the Iraqi conflict was reaching a quicker then expectedresolution, concern about large U.S. budget and trade deficits, unfavorableU.S. interest rate differentials, and Treasury Secretary Snow’s apparentacquiescence to a weaker dollar, reignited a dollar selloff. At the same time,fears of deflation, and the Fed’s continued easy monetary policy, produced arenewed fall in interest rates.  Thesebroad movements brought with them a sizable profit for the portfolio. However,after slightly favorable summer results, interest rate and energy marketssuccumbed to volatility without sustained trends. Therefore, losses in thesetwo sectors outweighed gains from currency, stock index, and metals trading overthe second half of 2003.

 

On a sector basis,currency trading was profitable for 2003. Long positions in the euro andcommodity currencies (South African rand, Australian and New Zealand dollars)were quite profitable as the U.S. currency fell. On the other hand, trading ofFar Eastern currencies (yen, Korean won, and the Singapore dollar) producedlosses,

 

10

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since heavy Central Bankintervention throughout the region counterbalanced much of the downward pressureon the U.S. unit and led to erratic rate fluctuations.

 

Stockfutures trading was profitable due to a general up move inequities worldwide. Long gold and copper positions were profitable,particularly later in the year, as flight to safety and a weak dollar boostedgold prices, and as a weak dollar and surging industrial demand pushed copperprices upward.

 

Energy prices were highlyvolatile during the year, particularly with the onset of hostilities in Iraq inMarch, and, hence energy trading generated losses in 2003.

 

Interest rate trading wasvery profitable during the first half of 2003 when rates worldwide werecontinuing to trend downward. However, when that trend reversed abruptly inmid-June and was followed by erratic non-directional range trading, offsettinglosses were experienced, especially during the September – December period. Lastly,trading of agricultural commodities produced losses throughout the year.

 

*2002*

 

During 2002, the Trust achieved net realized andunrealized gains of $5,309,031 from trading operations (including foreignexchange transactions and translations). Brokerage fees of $2,041,313 were paid or accrued.  The Trust paid no profit share.  Interest income of $469,289 partially offsetthe Trust’s expenses resulting in a net gain (inclusive of administrativeexpenses) of $3,630,872 and a 16.69% increase in the Net Asset Value perUnit.  An analysis of the trading gain(loss) by sector is as follows:

 
| **Sector**    | ** ** | **% Gain (Loss)** | ** ** |
|---------------|------------|-------------------|------------|
|          |       |              |       |
| Interest Rate |       | 17.20             | %          |
| Currencies    |       | 9.65              | %          |
| Stock Indices |       | 1.45              | %          |
| Metals        |       | (1.43             | )%         |
| Energy        |       | 0.49              | %          |
| Grains        |       | 0.59              | %          |
| Softs         |       | (4.11             | )%         |
|          |       |              |       |
| Total         |       | 23.84             | %          |

 

The Trust’s interest ratetrading and currency trading were highly profitable.  Stock index and energy trading were alsofractionally profitable, while trading of agricultural commodities and metalsproduced losses.

 

Sluggish worldwideeconomic activity, the continuing plunge of stock prices and the flight tosafety and quality prompted by geopolitical uncertainties triggered large,persistent capital flows into government bills, notes and bonds worldwide.  Accordingly, the Trust’s long positions inU.S., European, and Japanese interest rate futures generated sizablegains.  The U. S. dollar weakened during2002 as market participants came to doubt the likelihood of economic recoveryin America.  Hence, the capital inflowsthat had supported the dollar, despite America’s huge current account deficit,shrank and reversed.  As a result, theTrust’s short dollar positions relative to the euro and Swiss franc were veryprofitable.  A short dollar/long SouthAfrican rand position was also profitable as gold prices were boosted by safehaven buying.  The Trust’s Equity tradingwas moderately profitable due to short positions in German and U.S. equity futures,and the Trust’s long energy positions were slightly profitable as prices gainedin the wake of Middle Eastern turmoil, particularly near year-end.  Despite strong profits from long goldpositions, the Trust’s metals trading lost money as non-precious metals pricesfluctuated erratically, and in the agricultural sector, losses from tradingsugar and cotton outweighed gains from trading corn.

 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

11

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Item 8.   Financial Statements and Supplementary Data

 

Financial statementsrequired by this item, including the report of Deloitte & Touche LLP forthe fiscal year ended December 31, 2004, are included as Exhibit 13.01 to this report.  The report of Ernst & Young LLP for thefiscal year ended December 31, 2003 is filed as Exhibit 13.02 hereto.

 

The following summarizedquarterly financial information presents the results of operations for thethree month periods ended March 31, June 30, September 30 and December 31, 2004and 2003.  This information has not beenaudited.

 
| ** **                                  | ** ** | **4th Quarter  2004** | ** ** | **3rd Quarter  2004** | ** ** | **2nd Quarter  2004** | ** ** | **1st Quarter  2004** | ** ** |
|---------------------------------------------|------------|-----------------------|------------|-----------------------|------------|-----------------------|------------|-----------------------|------------|
| Interest Income:                            |       | $                     | 33,381     |                  | $          | 26,776                |       | $                     | 31,874     |   | $ | 42,806 |   |
| Net Realized and  Unrealized Gains (Losses) |       | 1,423,445             |       | (254,399              | )          | (2,016,908            | )          | 1,291,789             |       |
| Expenses:                                   |       | 213,452               |       | 207,126               |       | 273,293               |       | 405,340               |       |
| Net Income  (Loss):                         |       | 1,243,374             |       | (434,749              | )          | (2,258,327            | )          | 929,255               |       |
| Net Income  (Loss) per Unit:                |       | 142.86                |       | (47.35                | )          | (195.20               | )          | 56.22                 |       |
|                                             |            |                       |            |                       |            |                       |            |                       |            |  |  |  |  |

 
| ** **                                  | ** ** | **4th  Quarter  2003** | ** ** | **3rd  Quarter  2003** | ** ** | **2nd  Quarter  2003** | ** ** | **1st  Quarter  2003** | ** ** |
|---------------------------------------------|------------|------------------------|------------|------------------------|------------|------------------------|------------|------------------------|------------|
| Interest Income:                            |       | $                      | 46,462     |                   | $          | 54,692                 |       | $                      | 64,532     |   | $ | 88,152 |   |
| Net Realized and  Unrealized Gains (Losses) |       | (1,375,217             | )          | 550,959                |       | 1,223,776              |       | 803,037                |       |
| Expenses:                                   |       | 413,728                |       | 474,807                |       | 484,088                |       | 504,909                |       |
| Net Income  (Loss):                         |       | (1,742,483             | )          | 130,844                |       | 804,220                |       | 386,280                |       |
| Net Income  (Loss) per Unit:                |       | (106.82                | )          | 6.26                   |       | 44.49                  |       | 16.66                  |       |
|                                             |            |                        |            |                        |            |                        |            |                        |            |  |  |  |  |

 

There were noextraordinary, unusual or infrequently occurring items recognized in anyquarter within the two most recent fiscal years, and the Trust has not disposedof any segments of its business.  Therehave been no year-end adjustments that are material to the results of anyfiscal quarter reported above.

 

Item 9.   Changes in and Disagreements with Accountantson Accounting and Financial Disclosure

 

On August 25, 2004, Ernst& Young LLP notified the Board of Directors of the Managing Owner that ithad resigned as the independent auditor for the Trust.  On August 26, 2004, the Board of Directors ofthe Managing Owner approved the engagement of  Deloitte & Touche LLP asindependent registered public accounting firm for the Trust.

 

Disclosure regarding thechange of the Trust’s auditors was previously reported on the Trust’s currentreport on Form 8-K filed August 26, 2004, as amended by Amendment No. 1 theretofiled on September 2, 2004.  There wereno disagreements with Ernst & Young LLP regarding accounting principles orpractices, financial statement disclosure or audit scope or procedure.

 

Item 9A.Controlsand Procedures

 

The Managing Owner, with the participation of the Managing Owner’sprincipal executive officers and principal financial officer, has evaluated theeffectiveness of the design and operation of its disclosure controls andprocedures with respect to the Trust as of the end of the fiscal year for whichthis Annual Report on Form 10-K is being filed, and, based on their evaluation,have concluded that these disclosure controls and procedures are effective.  There were no significant changes in theManaging Owner’s internal controls with respect to the Trust or

 

12

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in otherfactors applicable to the Trust that could significantly affect these controlssubsequent to the date of their evaluation.

 

PART III

 

Item 10.   Directors and Executive Officers of the Registrant

 

(a,b)  Identification of Directors and ExecutiveOfficers

 

The Trust has nodirectors or executive officers.  TheTrust is controlled and managed by the Managing Owner under a delegation ofauthority by the Trust’s Trustee, Wilmington Trust Company.

 

Millburn RidgefieldCorporation,  theManaging Owner, is a Delaware corporation organized in May 1982 to managediscretionary accounts in futures and forward markets.  It is the corporate successor to a futurestrading and advisory organization which has been continuously managing assetsin the currency and futures markets using quantitative, systematic techniquessince 1971.

 

The principals and seniorofficers of the Managing Owner as of December 31, 2004 are as follows:

 

***Harvey Beker, age 51.***   Mr. Beker is Co-Chief Executive Officer andCo-Chairman of the Managing Owner and The Millburn Corporation, and a partnerof their affiliate, ShareInVest Research L.P. He received a Bachelor of Arts degree in economics from New YorkUniversity (“NYU”) in 1974 and a Master of Business Administration degree infinance from NYU in 1975.  From June 1975to July 1977, Mr. Beker was employed by Loeb Rhoades, Inc. where he developedand traded silver arbitrage strategies. From July 1977 to June 1978, Mr. Beker was a futures trader at ClaytonBrokerage Co. of St. Louis.  Mr. Bekerhas been employed by The Millburn Corporation since June 1978 and initiallyserved as the Director of operations for its affiliate, Millburn Partners.  During his tenure at Millburn (including itsaffiliates, Millburn Partners and CommInVest Research Limited Partnership (“CommInVest”))he has been instrumental in the development of the research, trading andoperations areas.  Mr. Beker became aprincipal of the firm in June 1982, and a partner in ShareInVest, thepredecessor of ShareInVest Research L.P. (“ShareInVest”), in April 1982.

 

***Gregg R. Buckbinder, age 46.***   Mr. Buckbinder is Senior Vice-President andChief Operating Officer of the Managing Owner and The Millburn Corporation anda partner, since January 2000, of ShareInVest. He graduated cum laude from Pace University (“Pace”) in 1980 with aB.B.A. in accounting and received an M.S. in taxation from Pace in 1988.  He joined the Managing Owner and The MillburnCorporation in January 1998 from Odyssey Partners, L.P. where he wasresponsible for the operation, administration and accounting of the firm’smerchant banking and managed account businesses from July 1990 through December1997.  Mr. Buckbinder was employed byTucker Anthony, a securities broker and dealer, from June 1985 to July 1990where he was First Vice President and Controller, and from August 1983 to June1984 where he designed and implemented various operations and accountingsystems.  He was with the publicaccounting firm of Ernst & Whinney from June 1984 to June 1985 as a managerin the tax department and from September 1980 to August 1983 as a seniorauditor, with an emphasis on clients in the financial services business.  He is a Certified Public Accountant and amember of the American Institute of Certified Public Accountants.

 

***George E. Crapple, age 60.***   Mr. Crapple is Co-Chief Executive Officerand Co-Chairman of the Managing Owner and The Millburn Corporation and apartner of ShareInVest.  In 1966 hegraduated with honors from the University of Wisconsin where his field ofconcentration was economics and he was elected to Phi Beta Kappa.  In 1969 he graduated from Harvard Law School,**magna cum laude**, where hewas a member of the Harvard Law Review. He was a lawyer with Sidley & Austin, Chicago, Illinois, from 1969until April 1, 1983, as a partner since 1975, specializing in commodities,securities, corporate and tax law.  Hewas first associated with the Managing Owner in 1976 and joined Managing Ownerand The Millburn Corporation (including its affiliates, Millburn Partners andCommInVest) on April 1, 1983 on a full-time basis.  He became a partner in ShareInVest in April1984.  Mr. Crapple is a Director, Memberof the Executive Committee, Chairman of the Appeals Committee and a formerChairman of the Eastern Regional Business Conduct Committee of the NFA, pastChairman of the Managed

 

13

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Funds Association, a member of the Global MarketsAdvisory Committee of the CFTC and a member of the board of directors of theFutures Industry Association (“FIA”).

 

***Steven M. Felsenthal, age 35.*** Mr. Felsenthal is General Counsel and ChiefCompliance Officer of the Managing Owner, The Millburn Corporation andShareInVest.  Prior to joining Millburnin January 2004, Mr. Felsenthal was a senior associate in the investmentmanagement group at Schulte Roth & Zabel LLP (September 1999- January2004), where he represented and advised hedge funds, registered investmentcompanies, investment advisers, broker-dealers and banks in connection with allfacets of their asset management businesses, and a member of the tax departmentof Kramer, Levin, Naftalis & Frankel LLP (October 1996- September1999).  He graduated**cum laude** from Yeshiva Universityin 1991 with a bachelor of arts degree in politicalscience, and **order of the coif**from Fordham University School of Law in 1996, where he also served as aneditor of the Fordham Environmental Law Journal.  Mr. Felsenthal received an LL.M degree intaxation from NYU School of Law in 2001 and has written and been quoted innumerous published articles on various topics related to investment management.  Mr. Felsenthal is a member of the New YorkState Bar.

 

***Mark B. Fitzsimmons, age 57.****** ***Mr. Fitzsimmons is aSenior Vice-President of the Managing Owner and The Millburn Corporation and apartner, since January 2000, of ShareInVest. His responsibilities include both business development and investmentstrategy.  He joined the Managing Ownerand its affiliates in January 1990 from Morgan Stanley & Co. Incorporatedwhere he was a Principal and Manager of institutional foreign exchange salesand was involved in strategic trading for the firm from October 1987 untilJanuary 1990.  From September 1977 toOctober 1987 he was with Chemical Bank New York Corporation (“Chemical”), firstas a Senior Economist in Chemical’s Foreign Exchange Advisory Service and lateras a Vice-President and Manager of Chemical’s Corporate Trading Group.  While at Chemical he also traded both foreignexchange and fixed income products.  FromSeptember 1973 to September 1977 Mr. Fitzsimmons was employed by the FederalReserve Bank of New York, dividing his time between the International ResearchDepartment and the Foreign Exchange Department. He graduated summa cum laude from the University ofBridgeport, Connecticut in 1970 with a B.S. in economics.  His graduate work was done at the Universityof Virginia, where he received a certificate of candidacy for a Ph.D. ineconomics in 1973.

 

***Barry Goodman, age 47.***  Mr. Goodman is Executive Vice-President,Director of Trading and Co-Director of Research of the Managing Owner and TheMillburn Corporation and a partner of ShareInVest .  His responsibilities include overseeing thefirm’s trading operation and managing its trading relationships, as well as thedesign and implementation of trading systems. He graduated **magna cum laude**from Harpur College of the State University of New York in 1979 with a B.A. ineconomics.  From September 1980 throughOctober 1982 he was a commodity trader for E. F. Hutton & Co., Inc.   (“E.F. Hutton”).  At E.F. Hutton, he also designed andmaintained various technical indicators and coordinated research projectspertaining to the futures markets.  Hejoined the Managing Owner and The Millburn Corporation (including itsaffiliate, Millburn Partners) in November 1982 as Assistant Director ofTrading.  He became a partner inShareInVest in January 1984.

 

***Dennis B. Newton, age 53.*** Mr. Newton is a Senior Vice-President of theManaging Owner and The Millburn Corporation. His primary responsibilities are in administration and businessdevelopment.  Prior to joining theManaging Owner and The Millburn Corporation in September 1991, Mr. Newton wasPresident of Phoenix Asset Management, Inc. (“Phoenix”), a registered commoditypool operator from April 1990 to August 1991 and President of its affiliatedintroducing broker, Phoenix Futures Inc., from March 1990 to June 1991.  Prior to his employment with Phoenix, Mr.Newton was a Director of Managed Futures with Prudential-Bache Securities Inc.(“Prudential-Bache”) from October 1987 to March 1990 and was associated withits affiliated futures commission merchant entity, Prudential SecuritiesFutures Management, Inc.  Mr. Newtonjoined Prudential-Bache from Heinold Asset Management, Inc.  (“Heinold”), and its affiliated futurescommission merchant, Heinold Commodities Inc., where he was a member of thesenior management team from October 1974 to October 1987.  Heinold was a pioneer and one of the largestsponsors of funds utilizing futures and currency forward trading.

 

***Grant N. Smith, age 53.***   Mr. Smith is Executive Vice-President andCo-Director of Research of the Managing Owner and The Millburn Corporation anda partner of ShareInVest.  He isresponsible for the design, testing and implementation of quantitative tradingstrategies, as well as for planning and overseeing the computerizeddecision-support systems of the firm.  Hereceived a B.S. degree from the Massachusetts Institute of Technology (“M.I.T.”)in 1974 and an M.S. degree from M.I.T. in 1975. While at M.I.T. he held several teaching

 

14

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and research positions in thecomputer science field and participated in various projects relating todatabase management.  He joined thepredecessor entity to The Millburn Corporation in June 1975, and has beencontinuously associated with the Managing Owner, The Millburn Corporation andtheir affiliates since that time.

 

***Tod A. Tanis, age 50.***   Mr. Tanis is a Vice President, PrincipalAccounting Officer and Director of Operations of the Managing Owner and TheMillburn Corporation.  He is responsiblefor overseeing operations and accounting for the firm’s commodity pools.  He graduated from Grove City College in May1976 with a B.A. in accounting and joined the Managing Owner and The MillburnCorporation in May of 1983.  Prior tojoining Millburn, he was with E.F. Hutton, where he was a Manager from December1982 to April 1983; a Supervisor from August 1982 to December 1982; anInternational Accountant from April 1979 to August 1982; and a staff accountantfrom June 1978 to April 1979.  As aManager at E.F. Hutton, he was responsible for all internal and externalcommodity reporting.  Mr. Tanis alsoserved as a Junior Accountant and then International Staff Accountant withMerrill Lynch & Company from September 1976 to May 1978.

 

(c)   Identification of Certain SignificantEmployees

 

None.

 

(d)    Family Relationships

 

None.

 

(e)     Business Experience

 

See Item 10 (a,b) above.

 

(f)     Involvement in Certain LegalProceedings

 

None.

 

(g)     Promoters and Control Persons

 

The Managing Owner is thesole promoter and control person of the Trust.

 

(h)   AuditCommittee Financial Expert

 

Since the Trust has noemployees, officers or directors, the Trust has no audit committee.  The Trust is managed by the ManagingOwner.  Gregg Buckbinder serves as theManaging Owner’s “audit committee financial expert.”  Mr. Buckbinder is not independent of themanagement of the Managing Owner.  TheManaging Owner is a privately owned corporation managed by its shareholders.  It has no independent directors.

 

(i)   Codeof Ethics

 

The Trust has no employees,officers or directors and is managed by the Managing Owner.  The ManagingOwner has adopted an Executive Code of Ethics that applies to its principalexecutive officers, principal financial officer and principal accountingofficer.  A copy of this Executive Code of Ethics may be obtained at nocharge by written request to Millburn Ridgefield Corporation, 411 West PutnamAvenue, Greenwich, Connecticut 06830 or by calling 203-625-7554 (ask for ClientServices).

 

Item 11.  Executive Compensation

 

The Trust has nodirectors or officers.  None of thedirectors or officers of the Managing Owner receive “other compensation” fromthe Trust.  The Managing Owner makes alltrading decisions on behalf of the Trust. The Managing Owner receives monthly brokerage commissions of 0.75 of 1%of the Net Assets (which is reduced to

 

15

----

 

0.58 of 1% of Net Assets for Unitholders whoinvest more than $1 million in the Trust) and a quarterly profit share of 17.5%of any new trading profit as defined.

 

Item 12.   Security Ownership of Certain Beneficial Ownersand Management

 

(a)   Security Ownership of Certain Beneficial Owners

 

The Trust knows of noperson who owns beneficially more than 5% of the Units.  All of the Trust’s managing owner interest isheld by the Managing Owner.

 

(b)   Security Ownership of Management

 

Under the terms of theTrust Agreement, the Trust’s affairs are managed by the Managing Owner, whichhas discretionary authority over the Trust’s trading.  The Managing Owner’s managing owner interestwas valued at $183,872 as of December 31, 2004, 2.18% of the Trust’s totalcapital.

 

(c)   Changes in Control

 

None.

 

(d)   SecuritiesAuthorized for Issuance Under Equity CompensationPlans

 

None.

 

Item 13.   Certain Relationships and Related Transactions

 

See “Item 11.  Executive Compensation” and “Item12.  SecurityOwnership of Certain Beneficial Owners and Management.”  The Trust allocated to the Managing Owner$1,003,462 in brokerage fees and $0 in profit share for the year ended  December 31,2004.  The Managing Owners’ managingowner interest showed an allocation of gain of $28,351 for the year endedDecember 31, 2004.  The Trust isprohibited from making any loans.

 

Item 14.   PrincipalAccountant Fees and Services

 

(1)           AuditFees

 

The aggregate fees forprofessional services rendered by Deloitte & Touche LLP in connection withtheir audit of the Trust’s financial statements and reviews of the financialstatements included in the quarterly reports on Form 10-Q and in connectionwith the statutory and regulatory filings for the year ended December 31, 2004were approximately $25,000.

 

The aggregate fees forprofessional services rendered by Ernst & Young LLP in connection withtheir audit of the Trust’s financial statements and reviews of the financialstatements included in the quarterly reports on Form 10-Q and in connectionwith the statutory and regulatory filings for the years ended December 31, 2004and December 31, 2003 were approximately $2,667 and $35,500, respectively.

 

(2)           Audit-RelatedFees

 

There were no fees forassurance and related services rendered by Deloitte & Touche LLP or Ernst& Young LLP for the years ended December 31, 2004 and December 31, 2003.

 

(3)           TaxFees

 

The aggregate fees forprofessional services rendered by Deloitte & Touche LLP for tax compliance,advice or planning services rendered by Deloitte & Touche LLP for thebenefit of the Trust for the year ended December 31, 2004 was approximately$7,179.

 

16

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Neither Deloitte &Touche LLP nor Ernst & Young LLP rendered tax compliance, advice orplanning services for the benefit of the Trust for the year ended December 31,2003.

 

(4)           AllOther Fees

 

None.

 

(5)           Pre-ApprovalPolicies

 

The board of directors ofthe Managing Owner pre-approves the engagement of the Trust’s auditor for allservices to be provided by the auditor.

 

PART IV

 

Item 15.   Exhibits, Financial Statement Schedules andReports on Form 8-K

 

(a)(1)   Financial Statements

 

The following areincluded with the 2004 Report of Independent Registered Public Accounting Firm,a copy of which is filed herewith as Exhibit 13.01.

 
| Affirmation of  Millburn Ridgefield Corporation          |   |
|----------------------------------------------------------|--------|
| Report of  Independent Registered Public Accounting Firm |   |
| Statements of  Financial Condition                       |   |
| Condensed  Schedules of Investments                      |   |
| Statements of  Operations                                |   |
| Statements of  Changes in Trust Capital                  |   |
| Statements of  Financial Highlights                      |   |
| Notes to  Financial Statements                           |   |

 

(a)(2)   Financial Statement Schedules

 

All Schedules are omittedfor the reason that they are not required or are not applicable becauseequivalent information has been included in the financial statements or thenotes thereto.

 

(a)(3)   Exhibits as required by Item 601 of Regulation S-K

 

The following exhibitsare included herewith.

 
| **Designation** | ** ** | **Description**                                                        |
|-----------------|------------|------------------------------------------------------------------------|
|            |       |                                                                   |
| 13.01           |       | 2004 Report of  Independent Registered Public Accounting Firm          |
| 13.02           |       | 2003 Report of  Independent Auditors                                   |
| 31.1            |       | Rule  13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
| 31.2            |       | Rule  13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
| 31.3            |       | Rule  13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
| 32.1            |       | Section 1350  Certification of Principal Executive Officer             |
| 32.2            |       | Section 1350  Certification of Principal Executive Officer             |
| 32.3            |       | Section 1350  Certification of Principal Financial Officer             |

 

The following exhibitsare incorporated by reference from Amendment No. 1 to the RegistrationStatement (File No. 33-90756) filed on June 27, 1995 on Form S-1 under theSecurities Act of 1933.

 
| 3.02 |   | Certificate of Trust of  the Trust. |
|------|--------|-------------------------------------|

 

17

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10.01               Formof Subscription Agreement and Power of Attorney.

 

The following exhibitsare incorporated by reference from Post-Effective Amendment No. 1 to theRegistration Statement (File No. 33-90756) filed on March 1, 1996 on Form S-1under the Securities Act of 1933.

 

10.02               SellingAgreement among the Trust, the Managing Owner and the Principal Selling Agents(includes a form of Additional Selling Agent and Correspondent Selling AgentAgreement).

 

10.03(a)             CustomerAgreement among the Trust, the Managing Owner and a Principal Selling Agent inits capacity as a futures commission merchant.

 

10.03(b)             CustomerAgreement among the Trust, the Managing Owner and a Principal Selling Agent inits capacity as a futures commission merchant.

 

10.04               EscrowAgreement between the Trust and Chemical Bank, N.A.

 

The followingexhibit is incorporated by reference from Post-Effective Amendment No. 5 to theRegistration Statement (File No. 33-90756) filed February 18, 1997 on Form S-1under the Securities Act of 1933.

 

3.01              Amendedand Restated Declaration of Trust and Trust Agreement

 

18

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SIGNATURES

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized, on the 30th day ofMarch, 2005.

 

 
|   | THE MILLBURN WORLD  RESOURCE TRUST |
|--------|------------------------------------|
|   |                               |   |
|   | By:                                | Millburn Ridgefield  Corporation, |
|   |                               | Managing Owner |
|   |                               |   |
|   | By:                                | /s/ Harvey Beker |   |
|   |                               | Harvey Beker |
|   |                               | Co-Chief Executive  Officer |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Managing Owner of theRegistrant in the capacities and on the date indicated.

 
| **Signature**         | ** ** | **Title  with  General Partner** | ** **                             | **Date** |
|-----------------------|------------|---------------------------------------|----------------------------------------|----------|
|                  |       |                                  |                                   |     |
| /s/ Harvey Beker      |       |                                  | Co-Chief                               |     | March 30, 2005 |
| Harvey Beker          |       |                                  | Executive Officer and  Director        |     |   |
|                  |       |                                  | (Principal Executive  Officer)         |     |   |
|                  |       |                                  |                                   |     |   |
| /s/ George E. Crapple |       |                                  | Co-Chief Executive                     |     | March 30, 2005 |
| George E.  Crapple    |       |                                  | Officer and Director                   |     |   |
|                  |       |                                  | (Principal Executive  Officer)         |     |   |
|                  |       |                                  |                                   |     |   |
| /s/ Gregg Buckbinder  |       |                                  | Chief Financial and  Operating Officer |     | March 30, 2005 |
| Gregg Buckbinder      |       |                                  | (Principal Financial  Officer)         |     |   |
|                  |       |                                  |                                   |     |   |
| /s/ Tod A. Tanis      |       |                                  | Vice President                         |     | March 30, 2005 |
| Tod A. Tanis          |       |                                  | (Principal Accounting  Officer)        |     |   |

 

 

(Being theprincipal executive officers, the principal financial officer and principalaccounting officer, and a majority of the directors of Millburn RidgefieldCorporation)

 

Millburn RidgefieldCorporation

Managing Owner ofRegistrant

March 30, 2005

 
| By     | /s/ Harvey Beker                        |   |   |
|--------|-----------------------------------------|--------|--------|
|   |   Harvey  Beker               |   |
|   |   Co-Chief  Executive Officer |   |

 

19

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EXHIBIT INDEX

 

The following exhibitsare included herewith.

 
| **Designation** | ** ** | **Description**                                                        |
|-----------------|------------|------------------------------------------------------------------------|
|            |       |                                                                   |
| 13.01           |       | 2004  Report of Independent Registered Public Accounting Firm          |
|            |       |                                                                   |
| 13.02           |       | 2003  Report of Independent Auditors                                   |
|            |       |                                                                   |
| 31.1            |       | Rule  13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|            |       |                                                                   |
| 31.2            |       | Rule  13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|            |       |                                                                   |
| 31.3            |       | Rule  13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
|            |       |                                                                   |
| 32.1            |       | Section  1350 Certification of Principal Executive Officer             |
|            |       |                                                                   |
| 32.2            |       | Section  1350 Certification of Principal Executive Officer             |
|            |       |                                                                   |
| 32.3            |       | Section  1350 Certification of Principal Financial Officer             |

 

The following exhibitsare incorporated by reference from Amendment No. 1 to the RegistrationStatement (File No. 33-90756) filed on June 27, 1995 on Form S-1 under theSecurities Act of 1933.

 
| 3.02   |   | Certificate of Trust of  the Trust.                    |
|--------|--------|--------------------------------------------------------|
|   |   |                                                   |
| 10.01  |   | Form of Subscription  Agreement and Power of Attorney. |

 

The following exhibitsare incorporated by reference from Post-Effective Amendment No. 1 to theRegistration Statement (File No. 33-90756) filed on March 1, 1996 on Form S-1under the Securities Act of 1933.

 
| 10.02    |   | Selling Agreement among  the Trust, the Managing Owner and the Principal Selling Agents (includes a  form of Additional Selling Agent and Correspondent Selling Agent Agreement). |
|----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                              |
| 10.03(a) |   | Customer Agreement  among the Trust, the Managing Owner and a Principal Selling Agent in its  capacity as a futures commission merchant.                                          |
|     |   |                                                                                                                                                                              |
| 10.03(b) |   | Customer Agreement  among the Trust, the Managing Owner and a Principal Selling Agent in its  capacity as a futures commission merchant.                                          |
|     |   |                                                                                                                                                                              |
| 10.04    |   | Escrow Agreement  between the Trust and Chemical Bank, N.A.                                                                                                                       |

 

The following exhibitis incorporated by reference from Post-Effective Amendment No. 5 to theRegistration Statement (File No. 33-90756) filed February 18, 1997 on Form S-1under the Securities Act of 1933.

 
| 3.01 |   | Amended and Restated  Declaration of Trust and Trust Agreement |
|------|--------|----------------------------------------------------------------|

 

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