FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

               For the Quarterly Period Ended:  September 30, 2005
                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934


                         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              (I.R.S. Employer
         incorporation or organization)               Identification No.)

                       c/o MILLBURN RIDGEFIELD CORPORATION
                             411 West Putnam Avenue
                          Greenwich, Connecticut 06830
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (203) 625-7554

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant           Units of Beneficial Interest
   to Section 12(g) of the Act:                 (Title of Class)

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter 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    [X]       No    [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

          Yes    [ ]       No    [X]
<PAGE>

FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2005 and 2004 (unaudited)



Statements of Financial Condition (a)                               1
Condensed Schedules of Investments (a)                              2
Statements of Operations (b)                                        6
Statements of Changes in Trust Capital (c)                          8
Statements of Financial Highlights (b)                             10
Notes to the Financial Statements                                  12



(a)  At September 30, 2005 (unaudited) and December 31, 2004
(b)  For the three and nine months ended September 30, 2005 and 2004 (unaudited)
(c)  For the nine months ended September 30, 2005 and 2004 (unaudited)






                                      -1-
<PAGE>

PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                               MILLBURN WORLD RESOURCE TRUST
                             STATEMENTS OF FINANCIAL CONDITION


                                                            UNAUDITED
                                                           SEPTEMBER 30  DECEMBER 31
                                                               2005         2004
                                                          -------------------------
ASSETS

EQUITY IN TRADING ACCOUNTS:
<S>                                                       <C>            <C>
Investments in U.S. Treasury notes-at market value
  (amortized cost $2,126,633 and $2,433,710)              $ 2,122,158   $ 2,431,481
Net unrealized appreciation/(depreciation) on
  open futures and forward currency contracts                 303,831       262,727
Net unrealized depreciation on open futures and
  forward currency contracts                                       --       (22,602)
Due from brokers                                              460,966       299,981
Cash denominated in foreign currencies
  (cost $135,313 and $93,604)                                 133,424        95,419
                                                          -------------------------
Total equity in trading accounts                            3,020,379     3,067,006

INVESTMENTS IN U.S. TREASURY NOTES--at market value
  (amortized cost $3,398,799 and $5,459,734)                3,389,480     5,452,919
CASH AND CASH EQUIVALENTS                                     162,176       661,189
ACCRUED INTEREST RECEIVABLE                                    30,026        20,344
                                                          -------------------------
TOTAL                                                     $ 6,602,061   $ 9,201,458
                                                          =========================

LIABILITIES AND TRUST CAPITAL

LIABILITIES:
Accrued expenses                                          $    45,283   $    59,769
Accrued brokerage fees                                         45,158        60,526
Redemptions payable                                           208,611       635,820
                                                          -------------------------
Total liabilities                                             299,052       756,115
                                                          -------------------------


TRUST CAPITAL:
Managing Owner interest                                       192,417       183,872
Unitholders (5,757.562 and 7,635.974 units outstanding)     6,110,592     8,261,471
                                                          -------------------------
Total trust capital                                         6,303,009     8,445,343
                                                          -------------------------

TOTAL                                                     $ 6,602,061   $ 9,201,458
                                                          =========================

NET ASSET VALUE PER UNIT OUTSTANDING                      $  1,061.32   $  1,081.91
                                                          =========================

See notes to financial statements

</TABLE>



                                      -2-
<PAGE>

<TABLE>
<CAPTION>



                     MILLBURN WORLD RESOURCE TRUST
                   CONDENSED SCHEDULE OF INVESTMENTS
                     SEPTEMBER 30, 2005 (UNAUDITED)

                                                      % OF        NET UNREALIZED
                                                      TRUST        APPRECIATION
FUTURES AND FORWARD CURRENCY CONTRACTS               CAPITAL       (DEPRECIATION)
-----------------------------------------------------------------------------------
FUTURES CONTRACTS
  Long futures contracts:
<S>                                                   <C>          <C>
   Energies                                           0.31%        $      19,837
   Grains                                             0.07                 4,575
   Interest rates                                    (1.44)              (90,851)
   Livestock                                          0.02                 1,260
   Metals                                             1.45                91,618
   Softs                                              0.19                12,096
   Stock indices                                      1.96               122,871
                                                     ---------------------------
    Total long futures contracts                      2.56               161,406
                                                     ---------------------------
  Short futures contracts:
   Grains                                            (0.06)               (3,970)
   Interest rates                                     0.35                21,994
   Livestock                                         (0.18)              (11,260)
   Metals                                             0.08                 4,731
   Softs                                             (0.35)              (21,700)
                                                     ---------------------------
    Total short futures contracts                    (0.16)              (10,205)
                                                     ---------------------------
TOTAL INVESTMENTS IN FUTURES
  CONTRACTS-Net                                       2.40               151,201
                                                     ---------------------------
FORWARD CURRENCY CONTRACTS
    Total long forward currency contracts             1.07                67,531
    Total short forward currency contracts            1.35                85,099
                                                     ---------------------------
TOTAL INVESTMENTS IN FUTURES AND
  FORWARD CURRENCY CONTRACTS-Net                      2.42               152,630
                                                     ---------------------------

TOTAL                                                 4.82%        $     303,831
                                                     ===========================

                                                                     (Continued)

See notes to financial statements



                                      -3-
<PAGE>

                               MILLBURN WORLD RESOURCE TRUST
                             CONDENSED SCHEDULE OF INVESTMENTS
                              SEPTEMBER 30, 2005 (UNAUDITED)

U.S. TREASURY NOTES
                                                    % OF TRUST          VALUE
FACE AMOUNT        DESCRIPTION                        CAPITAL
--------------------------------------------------------------------------------

 $1,710,000   U.S. Treasury notes, 1.875%, 11/30/05    27.06%      $   1,705,725
  1,460,000   U.S. Treasury notes, 1.625%, 02/28/06    22.95           1,446,769
  1,860,000   U.S. Treasury notes, 2.500%, 05/31/06    29.22           1,841,691
    525,000   U.S. Treasury notes, 2.375%, 08/15/06     8.21             517,453
                                                     ---------------------------
              TOTAL INVESTMENTS IN U.S. TREASURY NOTES
                    (AMORTIZED COST $5,525,432)        87.44%      $   5,511,638
                                                     ===========================

                                                                     (Concluded)






See notes to financial statements
</TABLE>










                                      -4-
<PAGE>

<TABLE>
<CAPTION>

                     MILLBURN WORLD RESOURCE TRUST
                   CONDENSED SCHEDULE OF INVESTMENTS
                           DECEMBER 31, 2004
                                                                          NET
                                                            % OF      UNREALIZED
                                                            TRUST   APPRECIATION
 FUTURES AND FORWARD CURRENCY CONTRACTS                    CAPITAL (DEPRECIATION)
---------------------------------------------------------------------------------
FUTURES CONTRACTS
  Long futures contracts:
<S>                                                         <C>       <C>
   Energies                                                 (0.38)%   $ (31,992)
   Interest rates                                            0.05         3,807
   Livestock                                                 0.01           860
   Metals                                                    0.12        10,201
   Softs                                                     0.24        20,405
   Stock indices                                             0.89        75,077
                                                         ----------------------
    Total long futures contracts                             0.93        78,358
                                                         ----------------------
  Short futures contracts:
   Energies                                                  0.20        16,788
   Grains                                                    0.23        19,498
   Interest rates                                            0.01         1,226
   Metals                                                    0.04         3,050
   Softs                                                    (0.02)       (2,015)
                                                         ----------------------
    Total short futures contracts                            0.46        38,547
                                                         ----------------------
TOTAL INVESTMENTS IN FUTURES CONTRACTS-Net                   1.39       116,905
                                                         ----------------------
FORWARD CURRENCY CONTRACTS
    Total long forward currency contracts                    3.56       300,917
    Total short forward currency contracts                  (2.10)     (177,697)
                                                         ----------------------
TOTAL INVESTMENTS IN FORWARD CURRENCY
  CONTRACTS-Net                                              1.46       123,220
                                                         ----------------------

TOTAL                                                        2.85%    $ 240,125
                                                         ======================

                                                                     (Continued)
See notes to financial statements






                                      -5-
<PAGE>

                             MILLBURN WORLD RESOURCE TRUST
                           CONDENSED SCHEDULE OF INVESTMENTS
                                   DECEMBER 31, 2004

U.S. TREASURY NOTES
                                                         % OF
                                                         TRUST
FACE AMOUNT        DESCRIPTION                          CAPITAL        VALUE
--------------------------------------------------------------------------------

$2,560,000    U.S. Treasury notes, 1.500%, 02/28/05      30.29%     $ 2,558,400
 2,800,000    U.S. Treasury notes, 1.250%, 05/31/05      32.99        2,786,000
 2,560,000    U.S. Treasury notes, 1.875%, 11/30/05      30.08        2,540,000
                                                         ------------------------
           TOTAL INVESTMENTS IN U.S. TREASURY NOTES
           (AMORTIZED COST $7,893,444)                   93.36%     $ 7,884,400
                                                         ======================


                                                                     (Concluded)
See notes to financial statements

</TABLE>











                                      -6-
<PAGE>

<TABLE>
<CAPTION>

                          MILLBURN WORLD RESOURCE TRUST
                      STATEMENTS OF OPERATIONS (UNAUDITED)


                                                        FOR THE THREE MONTHS ENDED
                                                         SEPTEMBER 30 SEPTEMBER 30
                                                            2005         2004
                                                        ------------------------
INVESTMENT INCOME:
<S>                                                     <C>           <C>
  Interest income                                       $  47,769     $  26,776
                                                        ------------------------

EXPENSES:
  Brokerage fees                                          141,768       185,095
  Administrative expenses                                   5,488        21,848
  Custody fees                                                225           183
                                                        ------------------------
    Total expenses                                        147,481       207,126
                                                        ------------------------

NET INVESTMENT LOSS                                       (99,712)     (180,350)
                                                        ------------------------

NET REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains (losses) on closed positions:
  Futures and forward currency contracts                  398,682      (667,512)
  Foreign exchange translation                             (2,701)         (793)
Net change in unrealized appreciation:
  Futures and forward currency contracts                   36,736       406,276
  Foreign exchange translation                               (830)        2,545
Net gains (losses) from U.S. Treasury notes:
Net change in unrealized depreciation                      (4,529)        5,085
                                                        ------------------------
TOTAL NET REALIZED AND UNREALIZED GAINS (LOSSES)          427,358      (254,399)
                                                        ------------------------

NET INCOME (LOSS)                                       $ 327,646     $(434,749)
                                                        ========================

NET INCOME (LOSS) PER UNIT                              $   52.83     $  (47.35)
                                                        ========================

See notes to financial statements
</TABLE>






                                      -7-
<PAGE>

<TABLE>
<CAPTION>
                          MILLBURN WORLD RESOURCE TRUST
                      STATEMENTS OF OPERATIONS (UNAUDITED)


                                                       FOR THE NINE MONTHS ENDED
                                                     SEPTEMBER 30   SEPTEMBER 30
                                                         2005           2004
                                                     --------------------------
INVESTMENT INCOME:
<S>                                                  <C>            <C>
  Interest income                                    $   133,809    $   101,456
                                                     --------------------------

EXPENSES:
  Brokerage fees                                         456,203        812,972
  Administrative expenses                                 16,463         71,848
  Custody fees                                               833            939
                                                     --------------------------
    Total expenses                                       473,499        885,759
                                                     --------------------------

NET INVESTMENT LOSS                                     (339,690)      (784,303)
                                                     --------------------------

NET REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains (losses) on closed positions:
  Futures and forward currency contracts                  48,461       (321,224)
  Foreign exchange translation                            (5,223)         6,396
Net change in unrealized appreciation:
  Futures and forward currency contracts                  63,706       (647,903)
  Foreign exchange translation                            (3,703)          (392)
Net losses from U.S. Treasury notes:
Net realized gains (losses)                                   --         (1,964)
Net change in unrealized depreciation                     (4,750)       (14,431)
                                                     --------------------------
TOTAL NET REALIZED AND UNREALIZED GAINS (LOSSES)          98,491       (979,518)
                                                     --------------------------

NET INCOME (LOSS)                                    $  (241,199)   $(1,763,821)
                                                     ==========================

NET INCOME (LOSS) PER UNIT                           $    (20.59)   $   (186.33)
                                                     ==========================

See notes to financial statements
</TABLE>




                                      -8-
<PAGE>

<TABLE>
<CAPTION>


                          MILLBURN WORLD RESOURCE TRUST
               STATEMENTS OF CHANGES IN TRUST CAPITAL (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005:

                                                UNITHOLDERS                  MANAGING OWNER                     TOTAL
                                       ---------------------------------------------------------------------------------------------
                                           AMOUNT            UNITS       AMOUNT         UNITS         AMOUNT            UNITS
                                       ---------------------------------------------------------------------------------------------

TRUST CAPITAL-
<S>     <C>                            <C>                <C>         <C>             <C>             <C>                   <C>
January 1, 2005                        $  8,261,471       7,635.974   $ 183,872              --    $  8,445,343          7,635.974
Redemptions                              (1,901,135)     (1,878.412)         --                      (1,901,135)        (1,878.412)
Additional units allocated **                    --          --              --              --              --             --
Net income (loss)                          (249,744)                      8,545                        (241,199)            --
                                       -------------------------------------------------------------------------------------------
TRUST CAPITAL-
September 30, 2005                     $  6,110,592       5,757.562   $ 192,417              --    $  6,303,009          5,757.562
                                       ===========================================================================================

NET ASSET VALUE PER UNIT OUTSTANDING
AT SEPTEMBER 30, 2005:                 $  1,061.32
                                       -----------



FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004:

                                               UNITHOLDERS                  MANAGING OWNER                     TOTAL
                                       ---------------------------------------------------------------------------------------------
                                           AMOUNT            UNITS       AMOUNT         UNITS         AMOUNT            UNITS
                                       ---------------------------------------------------------------------------------------------

TRUST CAPITAL-
January 1, 2004                        $ 17,388,934      15,451.569   $ 605,521              --    $ 17,994,455         15,451.569
Redemptions                              (8,051,970)     (7,327.513)         --              --      (8,051,970)        (7,327.513)
Additional units allocated **                    --          12.093          --              --              --             12.093
Net loss                                 (1,696,688)                    (67,133)                     (1,763,821)            --
                                       -------------------------------------------------------------------------------------------
TRUST CAPITAL-
September 30, 2004                     $  7,640,276       8,136.149$    538,388              --    $  8,178,664          8,136.149
                                       ===========================================================================================

NET ASSET VALUE PER UNIT OUTSTANDING
AT SEPTEMBER 30, 2004:                 $     939.05
                                       ------------






** Additional units are issued to Unitholders who are charged less than a 9%
   brokerage fee

See notes to financial statements

</TABLE>




                                      -9-
<PAGE>
<TABLE>
<CAPTION>

                          MILLBURN WORLD RESOURCE TRUST
                 STATEMENTS OF FINANCIAL HIGHLIGHTS (UNAUDITED)



FOR THE THREE MONTHS ENDED SEPTEMBER 30                            2005         2004
--------------------------------------------------------------------------------------

Net income (loss) from operations:
<S>                                                         <C>           <C>
Net investment loss                                         $     (16.55) $    (20.80)
Net realized and unrealized gains (losses) on
  trading of futures and forward currency contracts                70.10       (27.10)
Net gains (losses) from U.S. Treasury
  obligations                                                      (0.72)        0.55
                                                            -------------------------
Net income (loss) per unit                                         52.83       (47.35)
Net asset value per unit,
  beginning of period                                           1,008.49       986.40
                                                            -------------------------

Net asset value per unit,
  end of period                                             $   1,061.32  $    939.05
                                                            =========================



TOTAL RETURN AND RATIOS FOR THE THREE MONTHS ENDED SEPTEMBER 30:

                                                                  2005         2004
                                                            -----------------------

Total return:                                                   5.24 %        (4.80)%
Ratio of expenses to average net assets (a):                    9.42 %        10.08 %
Ratio of net investment loss to average net assets (a):        (6.45)%        (8.85)%

(a) Annualized

See notes to financial statements

</TABLE>





                                      -10-
<PAGE>

<TABLE>
<CAPTION>


                          MILLBURN WORLD RESOURCE TRUST
                 STATEMENTS OF FINANCIAL HIGHLIGHTS (UNAUDITED)



FOR THE NINE MONTHS ENDED SEPTEMBER 30:                           2005            2004
----------------------------------------------------------------------------------------

Net income (loss) from operations:
<S>                                                         <C>           <C>
Net investment loss                                         $     (51.58) $     (69.09)
Net realized and unrealized gains (losses) on
  trading of futures and forward currency contracts                31.69       (115.86)
Net losses from U.S. Treasury
  obligations                                                      (0.70)        (1.38)
                                                            --------------------------
Net losses per unit                                               (20.59)      (186.33)
Net asset value per unit,
  beginning of period                                           1,081.91      1,125.38
                                                            --------------------------

Net asset value per unit,
end of period                                               $   1,061.32  $     939.05
                                                            ==========================



TOTAL RETURN AND RATIOS FOR THE NINE MONTHS ENDED SEPTEMBER 30:

                                                               2005          2004
                                                            ---------------------

Total return:                                                 (1.90)%      (16.56)%
Ratio of expenses to average net assets (a):                   9.40 %        9.68 %
Ratio of net investment loss to average net assets (a):       (6.81)%       (8.62)%

(a) Annualized

See notes to financial statements
</TABLE>





                                      -11-
<PAGE>

NOTES TO FINANCIAL STATEMENTS

The accompanying financial statements are unaudited but, in the opinion of
management, include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of The Millburn World Resource
Trust's (the "Trust") financial condition at September 30, 2005 (unaudited) and
December 31, 2004 and the results of its operations for the three and nine month
periods ended September 30, 2005 and 2004 (unaudited). These financial
statements present the results of interim periods and do not include all
disclosures normally provided in annual financial statements. It is suggested
that these financial statements be read in conjunction with the financial
statements and notes included in the Trust's annual report on Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31,
2004. The December 31, 2004 information has been derived from the audited
financial statements as of December 31, 2004.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Reference is made to Item 1, "Financial Statements". The information contained
therein is essential to, and should be read in connection with, the following
analysis.

OPERATIONAL OVERVIEW

Due to the nature of the Trust's business, its results of operations depend on
the Millburn Ridgefield Corporation's (the "Managing Owner") ability to
recognize and capitalize on trends and other profit opportunities in different
sectors of the global capital and commodity markets. The Managing Owner's
trading methods are confidential, so that substantially the only information
that can be furnished regarding the Trust's results of operations is contained
in the performance record of its trading. Unlike operating businesses, general
economic or seasonal conditions do not directly affect the profit potential of
the Trust, and its past performance is not necessarily indicative of future
results. The Managing Owner believes, however, that there are certain market
conditions, for example, markets with strong price trends, in which the Trust
has a better likelihood of being profitable than in others.

LIQUIDITY AND CAPITAL RESOURCES

The Trust does not intend to raise any additional capital as it has not, and
does not intend to, register additional units for sale. The Trust does not
engage in borrowing.

The Trust trades futures and forward contracts on interest rates, commodities,
currencies, metals, energy and stock indices. Due to the nature of the Trust's
business, substantially all its assets are represented by cash and United States
government obligations, while the Trust maintains its market exposure through
open futures and forward contract positions.

The Trust's assets are generally held as cash, cash equivalents or U.S.
Government obligations which are used to margin or collateralize the Trust's
futures and forward currency positions and are withdrawn, as necessary, to pay
redemptions and expenses. Other than potential market-imposed limitations on
liquidity, due, for example, to daily price fluctuation limits, which are
inherent in the Trust's futures and forward trading, the Trust's assets are
highly liquid and are expected to remain so. During its operations through the
three and nine months ending September 30, 2005, the Trust experienced no
meaningful periods of illiquidity in any of the numerous markets traded by the
Managing Owner.



                                      -12-
<PAGE>

There have been no material changes with respect to the Trust's critical
accounting policies, off-balance sheet arrangements or disclosure of contractual
obligations as reported in the Trust's Annual Report on Form 10-K for fiscal
year 2004.

Due to the nature of the Trust's trading, the results of operations for the
interim period presented should not be considered indicative of the results that
may be expected for the entire year.

                                            TOTAL TRUST
 MONTH ENDING:                                CAPITAL
--------------------------------------------------------------------------------

September 30, 2005                          $ 6,303,009
June 30, 2005                                 6,483,822
December 31, 2004                             8,445,343


--------------------------------------------------------------------------------
                        PERIODS ENDED SEPTEMBER 30, 2005
--------------------------------------------------------------------------------

                                           THREE MONTHS         NINE MONTHS
                                           -------------------------------------
Change in Trust Capital                    $  (180,813)        $ (2,142,334)
Percent Change                                  -2.79%               -25.37%


THREE MONTHS ENDED SEPTEMBER 30, 2005

The decrease in the Trust's net assets of $180,813 during the three months ended
September 30, 2005 was attributable to redemptions of $508,459 which was
partially offset by net income of $327,646.

Brokerage fees are calculated on the net asset value on the last day of each
month and are affected by trading performance and redemptions. Brokerage fees
for the three months ended September 30, 2005 decreased $43,327 relative to the
corresponding period in 2004.

Interest income is derived from cash and U.S. Treasury instruments held at the
Trust's brokers and custodian. Interest income for the three months ended
September 30, 2005 increased $20,993 relative to the corresponding period in
2004. This increase was attributable to an increase in short-term Treasury
yields, which was partially offset by a reduction in the Trust's cash and U.S.
Treasury investments as a result of redemptions.

The Trust experienced net realized and unrealized gains of $427,358 from its
trading operations (including foreign exchange translations and Treasury
obligations). Brokerage fees of $141,768, administrative expenses of $5,488 and
custody fees of $225 were incurred. Interest income of $47,769 partially offset
the Trust's expenses, resulting in net income of $327,646. An analysis of the
trading gain (loss) by sector is as follows:




                                      -13-
<PAGE>

                                       % Gain
           Sector                       Loss
        --------------------------------------
        Currencies                      0.76%
        Energies                        3.72%
        Grains                         -0.98%
        Interest Rates                 -4.07%
        Livestock                      -0.76%
        Metals                          1.38%
        Softs                          -0.04%
        Stock Indices                   7.04%
                                  ------------
        Total                           7.05%


NINE MONTHS ENDED SEPTEMBER 30, 2005

The decrease in the Trust's net assets of $2,142,334 during the nine months
ended September 30, 2005 was attributable to redemptions of $1,901,135 and a net
loss of $241,199.

Brokerage fees are calculated on the net asset value on the last day of each
month and are affected by trading performance and redemptions. Brokerage fees
for the nine months ended September 30, 2005 decreased $356,769 relative to the
corresponding period in 2004.

Interest income is derived from cash and U.S. Treasury instruments held at the
Trust's brokers and custodian. Interest income for the nine months ended
September 30, 2005 increased $32,353 relative to the corresponding period in
2004. This increase was attributable to an increase in short-term Treasury
yields, which was partially offset by a reduction in the Trust's cash and U.S.
Treasury investments as a result of redemptions.

The Trust experienced net realized and unrealized gains of $98,491 from its
trading operations (including foreign exchange translations and U.S. Treasury
notes). Brokerage fees of $456,203, administrative expenses of $16,463 and
custody fees of $833 were incurred. Interest income of $133,809 partially offset
the Trust's expenses, resulting in a net loss of $241,199. An analysis of the
trading gain (loss) by sector is as follows:



                                % GAIN
  SECTOR                         LOSS
---------------------------------------
Currencies                      -4.78%
Energies                         4.71%
Grains                          -3.71%
Interest Rates                   3.15%
Livestock                       -1.17%
Metals                           0.30%
Softs                           -1.02%
Stock Indices                    5.88%
                          -------------
TOTAL                            3.36%





                                      -14-
<PAGE>

                            TOTAL TRUST
MONTH ENDING:                 CAPITAL
-----------------------------------------
September 30, 2004        $    8,178,664
June 30, 2004                  9,420,395
December 31, 2003             17,994,455

       ------------------------------------------------------------------
                        PERIODS ENDED SEPTEMBER 30, 2004
       ------------------------------------------------------------------

                             THREE MONTHS            NINE MONTHS
                          ---------------------------------------
Change in Trust Capital   $   (1,241,731)        $   (9,815,791)
Percent Change                    -13.18%                -54.55%

THREE MONTHS ENDED SEPTEMBER 30, 2004

The decrease in the Trust's net assets of $1,241,731 during the three months
ended September 30, 2004. This decrease was attributable to redemptions of
$806,982 and net loss from operations of $434,749.

Brokerage fees are calculated on the net asset value on the last day of each
month and are affected by trading performance and redemptions. Brokerage fees
for the three months ended September 30, 2004 decreased $263,957 relative to the
corresponding period in 2003.

Interest income is derived from cash and U.S. Treasury instruments held at the
Trust's brokers. Interest income for the three months ended September 30, 2004
decreased $27,916 relative to the corresponding period in 2003. This decrease
was attributable to a reduction in the Trust's net assets (via redemptions and
trading losses), which was partially offset by an increase in short-term
Treasury yields.

The Trust experienced net realized and unrealized losses of $254,399 from its
trading operations (including foreign exchange translations and Treasury
obligations). Brokerage fees of $185,095, administrative expenses of $21,848 and
custody fees of $183 were incurred. Interest income of $26,776 partially offset
the Trust's expenses, resulting in net loss of $434,749. An analysis of the
trading gain (loss) by sector is as follows:


Sector            % Gain (Loss)
---------          -------------

Currencies              (5.05)%
Energies                 3.32 %
Grains                   1.24 %
Interest rates          (1.15)%
Metals                   0.13 %
Softs                    0.04 %
Stock indices           (1.50)%
                  -------------
Total                   (2.97)%





                                      -15-
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 2004

The decrease in the Trust's net assets of $9,815,791 during the nine months
ended September 30, 2004. This decrease was attributable to redemptions of
$8,051,970 and net loss from operations of $1,763,821.

Brokerage fees are calculated on the net asset value on the last day of each
month and are affected by trading performance and redemptions. Brokerage fees
for the nine months ended September 30, 2004 decreased $573,654 relative to the
corresponding period in 2003.

Interest income is derived from cash and U.S. Treasury instruments held at the
Trust's brokers. Interest income for the nine months ended September 30, 2004
decreased $105,920 relative to the corresponding period in 2003. This decrease
was attributable to a reduction in the Trust's net assets (via redemptions and
trading losses), which was partially offset by an increase in short-term
Treasury yields.

The Trust experienced net realized and unrealized losses of $979,518 from its
trading operations (including foreign exchange translations and Treasury
obligations). Brokerage fees of $812,972, administrative expenses of $71,848 and
custody fees of $939 were incurred. Interest income of $101,456 partially offset
the Trust's expenses, resulting in net loss of $1,763,821. An analysis of the
trading gain (loss) by sector is as follows:

Sector            % Gain (Loss)
---------          -------------

Currencies             (14.97)%
Energies                 6.83 %
Grains                   1.47 %
Interest rates          (0.17)%
Metals                  (0.63)%
Softs                    0.03 %
Stock indices           (3.57)%
                  -------------
Total                  (11.01)%


Management Discussion - 2005
----------------------------

THREE MONTHS ENDED SEPTEMBER 30, 2005

The Trust's net asset value per unit registered a 5.24% advance during the three
months ended September 30, 2005. Strong profits from trading stock index and
energy futures, along with smaller gains from trading metal futures and cross
currency positions, keyed the quarterly advance. Interest rate trading was
unprofitable and to a lesser extent so were U.S. dollar trading against foreign
currencies and agricultural commodity trading.

Global stock markets advanced broadly during the quarter. Fourteen of the
fifteen long index positions registered gains. Asian, European, U.S., and South
African markets all moved higher. Japanese indices displayed the largest
increases as more evidence emerged of an end to Japan's long period of recession
and deflation.



                                      -16-
<PAGE>

Energy prices rose further, and became increasingly more volatile during the
period due to the interplay of hurricanes in the U.S., continuing Middle East
turmoil, growing demand from the emerging world, and uncertainties about the
growth dampening effects of the Federal Reserve's persistent interest rate
increases. As a result, long positions in crude, crude products and natural gas
were profitable.

Metal trading profits were significant. Long positions in copper, gold, zinc and
platinum produced gains that outweighed losses from trading nickel, lead,
aluminum and silver.

Cross currency trading was also profitable in the quarter. Generally, long
positions in high interest rate currencies produced gains. Hence, long
Australian dollar, Canadian dollar and sterling positions relative to the yen,
and short euro positions relative to the Polish Zloty and Canadian dollar were
profitable. On the other hand, trading of the U.S. dollar against foreign
currencies was somewhat negative. There were gains from short dollar trades
against Canada, Brazil, and Japan, but these were overwhelmed by losses from
trading the dollar versus twelve other currencies.

Interest rates rose rather broadly as the Fed continued to raise the official
rate, as growth in emerging economies remained strong, as Japan showed signs of
exiting from its protracted slump, and as high prices for oil and commodities
induced inflation fears that periodically roiled markets. Therefore, long note
and bond positions for the U.S., Japan, Canada, Australia, Great Britain, and
Europe produced losses. Long positions in short-term interest rate futures in
Canada, Europe and the U. K. also had negative outcomes. On the other hand,
short positions in U.S. short rates were profitable.

Grain prices were volatile and grain trading was somewhat unprofitable. A short
cattle trade was unprofitable. Finally, the gain from a long sugar trade offset
the losses from short cotton, coffee, and cocoa positions.

THREE MONTHS ENDED JUNE 30, 2005

The Trust's net asset value per unit registered a 0.68% gain during the three
months ended June 30, 2005. Interest rate trading was highly profitable.
Currency and stock index futures trading were essentially flat for the period,
but did produced good gains in May and June. On the other hand, trading of
non-financial markets--energy, metals, and soft and agricultural commodities
resulted in quarterly losses.

Long positions in European, British, Japanese, and Canadian note and bond
futures, were broadly profitable. Continuing sluggish growth on the Continent,
signs of slowing growth in the U.K., and even some reduction in China's still
strong expansion encouraged purchasers of fixed income futures. Moreover,
inflation worldwide, both actual and expected, appears well contained due in
large part to the seemingly endless supply of cheap productive labor available
in China, India, Eastern Europe and other emerging nations.

Long worldwide equity futures positions were maintained throughout the quarter.
Initially these positions generated losses, but in May and June widespread gains
brought the sector's performance back to unchanged. For the quarter overall,
long positions in European and South African stock index futures were quite
profitable, while trading of U.S. and Asian equity futures generated offsetting
losses.



                                      -17-
<PAGE>

Currency trading also produced mixed results. Non-dollar trading was
fractionally profitable, while dollar trading was similarly negative. Short euro
positions relative to the currencies of Canada, Sweden and Poland were
profitable. Unfavorable short-term interest rate differentials and increasing
concerns about Continental Europe's tepid growth prospects undermined the euro.
In addition, a long euro/short Swedish krona trade produced a gain as the
Swedish Riksbank cut its official interest rate below the European Central Bank
rate. Short Japanese yen positions against the Australian and Canadian
currencies were also quite profitable. Here too it appears that interest rate
differentials and relative growth contributed to the yen's weakness. Meanwhile,
trading of dollar positions was unprofitable. Short dollar positions relative to
the Korean, Australian and New Zealand units, and long dollar positions versus
the South African rand, euro, pound sterling and Japanese yen were not
profitable. On the other hand, short dollar positions against the Brazilian real
and Canadian dollar did produce gains.

Energy prices retreated in April and May, and losses on long positions in crude
and products were widespread, although prices recovered late in the quarter and
trimmed the losses noticeably.

Metals prices were volatile, and worries about slowing growth seemed to weigh on
the markets. Long positions in zinc, nickel, lead, copper, silver and gold
produced losses that outweighed slight gains from long platinum and short tin
trades. A short aluminum trade also lost money.

In agricultural trading, prices were volatile. Long positions throughout the soy
complex resulted in losses when improved weather news generated price declines.
Short corn and wheat trades also resulted in losses. Finally, short sugar, cocoa
and cotton positions were slightly unprofitable, as was a long coffee trade.

THREE MONTHS ENDED MARCH 31, 2005

The Trust's net asset value (NAV) per unit declined 7.41% for the three months
ended March 31, 2005. The period was characterized by significant price
volatility in most markets, including trend reversals in a number of currency
and equity futures.

After declining for several months, the dollar staged a significant rally and
losses were sustained on short dollar positions against the yen, South African
rand, Singapore dollar, euro and a number of other European currencies. Tepid
growth in the 12-nation euro zone, dovish comments from the European Central
Bank, and further rate increases from the Federal Reserve seemed to outweigh, at
least temporarily, the dollar depressing effect of concerns about central banks'
sales of dollars to diversify reserve holdings.

Equity markets were also volatile during the quarter due to concerns about
higher interest rates in the U.S., sluggish economic activity in "Old Europe"
and the possibility of slower growth in Asia. Losses on long positions in U.S.
and Hong Kong index futures outweighed small gains from long positions in
European and Japanese indices.

A multi-year downtrend in grain prices reversed abruptly, and short positions in
corn, wheat, soybeans and soybean meal sustained large losses. Trading of other
agricultural commodities was also somewhat unprofitable.




                                      -18-
<PAGE>

In the interest rate sector, higher short-term rates in the U.S. produced a
sizable gain on a short Eurodollar futures trade. Meanwhile, global long-term
interest rates declined but with a good deal of volatility. Hence, positions in
notes and bonds had little net impact on NAV.

Energy prices were quite volatile but maintained an upward momentum during the
quarter. Consequently, long crude, heating oil, kerosene, and London gasoil
positions were profitable. Natural gas trading, on the other hand, produced a
small loss.

Management Discussion - 2004
----------------------------

THREE MONTHS ENDED SEPTEMBER 30, 2004

The Trust's NAV per unit declined 4.80% during the third quarter. Trading of
financial futures--currencies, interest rates and stock indices--was broadly
unprofitable, and gains from non-financial futures trading--energy, metals, and
agricultural--offset only a portion of those losses.

Trading of financial markets was treacherous during the quarter, particularly in
July and August. Most of the financial markets in the program were mired in
broad ranges with unhelpful volatility and little net direction. These
conditions reflected uncertainty concerning developments in Iraq, the outcome of
the U.S. elections, the strength of the U. S. economy, and China's ability to
slow its economy without damage to the world economy. Market expectations about
the American dollar vacillated from weak to strong to neutral to weak during the
three months under review. As a result, currency trading was broadly
unprofitable, with the largest losses registered in dollar/yen and dollar/euro.

With this much uncertainty roiling equity markets, losses were produced on both
long and short positions for German, U.S. and Japanese stock index futures. The
exception in this sector was a long position in the Hong Kong Hang Seng index
which was profitable.

Interest rate futures were also buffeted by the aforementioned uncertainties,
resulting in overall losses for the sector. Long positions in U.S. notes and
German bonds were profitable, however.

In contrast to the financial markets, energy markets displayed rather persistent
and strong trends over the summer. Growing worldwide demand, spurred on
especially by China, coupled with worries about supplies from Venezuela,
Nigeria, and Iraq, and hurricane disruptions near the U.S., kept petroleum and
petroleum product prices on the upswing. As a result, long positions in crude
oil, heating oil and London gasoil were profitable. A short natural gas position
was fractionally positive as well.

Elsewhere, a long copper position, and short corn and cotton positions were
profitable, and outweighed losses from a long gold position and trading of
coffee.



                                      -19-
<PAGE>

THREE MONTHS ENDED JUNE 30, 2004

The Trust's net asset value per unit dropped 16.52% during the quarter. Trend
reversals followed by non-directional and volatile range-trading characterized a
broad spread of markets during the period. As a result sizable losses were
sustained in five of the six sectors in the portfolio: interest rates,
currencies, stock indices, and agricultural commodities. Energy was moderately
profitable for the quarter, but even there an uptrend seemed to peter out near
the end of the quarter.

Surprisingly strong U.S. employment reports beginning in April, and official
moves in China to slow its booming economy caused abrupt price trend reversals
in most of the markets comprising the portfolio. For example, as the quarter
began, the portfolio held long positions across a broad range of US and European
interest rate futures. These positions had been quite profitable in prior weeks
and reflected declining interest rate trends that were in large measure a
response to the so-called "jobless recovery" in the U.S. However, in the wake of
strong employment data, interest rates rose sharply worldwide and bond market
sentiment seemed to turn negative on a dime. As a result, the portfolio
sustained sizable losses on its long bond futures positions. Thereafter,
interest rates vacillated and failed to sustain a trend.

At the start of the period, the portfolio also held long positions in a number
of Asian currencies including, the yen, Korean won and Singapore dollar. Long
commodity currency positions (Australian dollar, New Zealand dollar, and South
African rand) were also held in the portfolio. Market participants, intuiting
that any slowdown in Chinese growth would be negative for Asia and for
industrial commodities, sold the Asian and commodity currencies, producing
declines. Once again, subsequent trading in the quarter was largely
non-directional. Gold and copper prices, which were trending upward early in the
year, fell markedly due to the altered growth prospects in China and in the wake
of a strengthening US currency, resulting in losses in long positions.

Stock markets were also unsettled by the changing prospects for growth, interest
rates and monetary policies throughout the world. Hence, trading in German,
U.S., and Hong Kong index futures resulted in losses.

An upward trend in energy prices led to gains from long positions in unleaded
gasoline, London gas oil, crude oil, and heating oil. Natural gas, on the other
hand, was quite volatile and produced a loss for the quarter.

Finally, with volatility in corn prices, losses were registered on both long and
short positions.

THREE MONTHS ENDED MARCH 31, 2004

The Trust's NAV per unit advanced 5.00% during the quarter. A large profit
derived from trading interest rate futures combined with small gains from stock
index, energy, metals and agricultural commodity futures trading more than
outweighed a sizable loss that was produced trading in foreign exchange markets.

Long positions in U.S., European and Japanese interest rate futures were
profitable. Questions about the strength and sustainability of U.S. growth,
given the lack of employment expansion, speculation about a possible European
Central Bank rate cut to spur lagging economic activity and persistent purchases
of U.S. treasuries by Asian Central Banks following massive foreign exchange
intervention pushed rates lower across the maturity spectrum.

A long copper position, benefiting from the China inspired global demand for
base metals, was very profitable, while a long gold position lost marginally.
Increased worldwide demand for grains led to rising corn prices and a gain on a
long corn position.



                                      -20-
<PAGE>

In the energy sector, a long position in unleaded gasoline and a long position
in crude oil were fractionally profitable, while long heating oil, London gas
oil and natural gas positions generated small losses.

Low interest rates and an improving economic environment provided some lift to
Japanese stock markets, and long positions in the NIKKEI and TOPIX index futures
were profitable. On the other hand, political uncertainties in Hong Kong and
growth concerns in Germany produced marginal losses on stock futures trades for
those two countries.

On the other hand, trading of foreign exchange rates, which were volatile but
non-directional for much of the period, generated sizable losses. Hence, aside
from modest gains from long positions in commodity currencies (Australian and
New Zealand dollars), a long sterling position relative to the euro, and a long
euro trade against the Norwegian krone, losses were widespread.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.  The Trust is a small business issuer.

ITEM 4. CONTROLS AND PROCEDURES

Millburn Ridgefield Corporation, the Managing Owner of the Trust, with the
participation of the Managing Owner's Co-Chief Executive Officers and Chief
Financial Officer, has evaluated the effectiveness of the design and operation
of its disclosure controls and procedures with respect to the Trust as of the
end of this period covered by this quarterly report, and, based on their
evaluation, have concluded that these disclosure controls and procedures are
effective. There were no significant changes in the Managing Owner's internal
controls with respect to the Trust or in other factors applicable to the Trust
that could materially affect these controls subsequent to the date of their
evaluation.
PART II. OTHER INFORMATION

ITEM I. Legal Proceedings - None
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(e) Pursuant to the Trust's Declaration of Trust and Trust Agreement,
Unitholders may redeem their Units at the end of each calendar month at the then
current month-end Net Asset Value per Unit. The redemption of Units has no
impact on the value of Units that remain outstanding, and Units are not reissued
once redeemed.




                                      -21-
<PAGE>

The following table summarizes the redemptions by Unitholders during the three
months ended September 30, 2005:

DATE OF                                   UNITS                     NAV
REDEMPTION                              REDEEMED                  PER UNIT
--------------------------------------------------------------------------------

July 31, 2005                                 204.636        $    1,002.70
August 31, 2005                                93.092             1,016.84
September 30, 2005                            196.558             1,061.32
                                   -------------------
TOTAL                                         494.286
                                   ===================
ITEM 3. Defaults Upon Senior Securities - None
ITEM 4. Submission of Matters to a Vote of Security Holders - None
ITEM 5. Other Information - None
ITEM 6. (a) Exhibits -

The following exhibits are incorporated by reference from Amendment No. 1
to the Registration Statement (File No. 33-90756) filed on September 27, 1995 on
Form S-1 under the Securities Act of 1933.
3.02     Certificate of Trust of the Trust.
10.01    Form of Subscription Agreement and Power of Attorney.

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

Designation Description
-----------------------
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 exhibits are included herewith:

31.01     Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive
          Officer
31.02     Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive
          Officer
31.03     Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.01     Section 1350 Certification of Co-Chief Executive Officer
32.02     Section 1350 Certification of Co-Chief Executive Officer
32.03     Section 1350 Certification of Chief Financial Officer




                                      -22-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



By:  Millburn Ridgefield Corporation,
Managing Owner
Date: November 11, 2005
                                /s/ Tod A. Tanis
                                ----------------
                                  Tod A. Tanis
                                 Vice-President
                         (principal accounting officer)

















                                      -23-