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, 2004
                                       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>

Part I - Financial Information
Financial statements:
For the three and nine months ended September 30, 2004 and 2003 (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
Part II - Other information                                         13


(a) At September 30, 2004 (unaudited) and December 31, 2003
(b) For the three and nine months ended September 30, 2004 and 2003 (unaudited)
(c) For the nine months ended September 30, 2004 and 2003 (unaudited)
<PAGE>

ITEM 1: FINANCIAL STATEMENTS

                          MILLBURN WORLD RESOURCE TRUST
                        STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                             UNAUDITED
                                                            SEPTEMBER 30   DECEMBER 31
                                                                2004          2003
                                                            --------------------------
<S>                                                         <C>            <C>
ASSETS
Equity in trading accounts:
  Investments in U.S. Treasury notes-at market value
    (amortized cost $2,220,595 and $8,181,547)              $ 2,216,659    $ 8,181,553
  Net unrealized appreciation on open futures and
    forward currency contracts                                  349,379        997,282
  Due from brokers                                              300,221        402,071
  Cash denominated in foreign currencies (cost $112,167
    and $64,388)                                                114,250         66,861
                                                            --------------------------
Total equity in trading accounts                              2,980,509      9,647,767
                                                            --------------------------

Investments in U.S. Treasury notes-at market value
  (amortized cost $5,095,539 and $7,511,928)                  5,087,653      7,514,531
Cash and cash equivalents                                       452,805      1,043,177
Accrued interest receivable                                      29,737        172,809
                                                            --------------------------
Total assets                                                $ 8,550,704    $18,378,284
                                                            ==========================

LIABILITIES AND TRUST CAPITAL
LIABILITIES
Due to brokers                                              $        --    $    28,463
Accrued expenses                                                 47,573         10,854
Accrued brokerage fees                                           57,350        121,941
Redemptions payable to Unitholders                              267,117        222,571
                                                            --------------------------
Total liabilities                                               372,040        383,829
                                                            --------------------------

TRUST CAPITAL
Managing Owner interest                                         538,388        605,521
Unitholders (8,136.149 and 15,451.569 units outstanding)      7,640,276     17,388,934
                                                            --------------------------
Total trust capital                                           8,178,664     17,994,455
                                                            --------------------------

TOTAL LIABILITIES AND TRUST CAPITAL                         $ 8,550,704    $18,378,284
                                                            ==========================

NET ASSET VALUE PER UNIT OUTSTANDING                        $    939.05    $  1,125.38
                                                            ==========================
</TABLE>
<PAGE>

                          MILLBURN WORLD RESOURCE TRUST
                        CONDENSED SCHEDULE OF INVESTMENTS
                         SEPTEMBER 30, 2004 (UNAUDITED)

                                                NET UNREALIZED
FUTURES AND FORWARD                             APPRECIATION/         % OF TRUST
CURRENCY CONTRACTS                              (DEPRECIATION)          CAPITAL
--------------------------------------------------------------------------------

Futures Contracts
Long Futures Contracts
  Energies                                       $   135,595              1.66 %
  Interest rates                                     112,389              1.37 %
  Metals                                              40,265              0.49 %
  Softs                                                1,125              0.01 %
  Stock indices                                        2,399              0.03 %
                                                 -------------------------------
Total long futures contracts                         291,773              3.56 %
                                                 -------------------------------

SHORT FUTURES CONTRACTS
  Grains                                              65,575              0.80 %
  Interest rates                                       3,047              0.04 %
  Softs                                                3,840              0.05 %
  Stock indices                                       (1,253)            (0.02)%
                                                 -------------------------------
Total short futures contracts                         71,209              0.87 %
                                                 -------------------------------
TOTAL INVESTMENTS IN FUTURES CONTRACTS (NET)         362,982              4.43 %
                                                 -------------------------------

FORWARD CURRENCY CONTRACTS
Total long forward currency contracts                 43,227              0.53 %
Total short forward currency contracts               (56,830)            (0.69)%
                                                 -------------------------------
TOTAL INVESTMENTS IN FORWARD CURRENCY
  CONTRACTS (NET)                                    (13,603)            (0.16)%
                                                 -------------------------------
TOTAL INVESTMENTS IN FUTURES AND FORWARD
  CURRENCY CONTRACTS (NET)                       $   349,379              4.27 %
                                                 ===============================
<PAGE>

                          MILLBURN WORLD RESOURCE TRUST
                  CONDENSED SCHEDULE OF INVESTMENTS (CONTINUED)
                         SEPTEMBER 30, 2004 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  % OF TRUST
 FACE AMOUNT     DESCRIPTION                                        VALUE           CAPITAL
--------------------------------------------------------------------------------------------
<S>              <C>                                            <C>                  <C>
                 INVESTMENTS IN U.S. TREASURY NOTES
$   2,560,000    U.S. Treasury notes, 2.000%, 11/30/04          $  2,560,800         31.31%
    2,560,000    U.S. Treasury notes, 1.500%, 02/28/05             2,555,200         31.24%
    2,200,000    U.S. Treasury notes, 1.250%, 05/31/05             2,188,312         26.76%
                                                                ----------------------------
                 TOTAL INVESTMENTS IN U.S. TREASURY NOTES
                   (AMORTIZED COST $7,316,134)                  $  7,304,312         89.31%
                                                                ============================
</TABLE>
<PAGE>

                          MILLBURN WORLD RESOURCE TRUST
                        CONDENSED SCHEDULE OF INVESTMENTS
                                DECEMBER 31, 2003

                                                  NET UNREALIZED
FUTURES AND FORWARD                               APPRECIATION/       % OF TRUST
CURRENCY CONTRACTS                                (DEPRECIATION)        CAPITAL
--------------------------------------------------------------------------------
Futures Contracts
Long Futures Contracts
  Energies
    Natural Gas, 20 contracts, February 2004       $  (186,200)          (1.03)%
    Other energy contracts                              30,336            0.17 %
                                                   -----------------------------
  Total long energy contracts                         (155,864)          (0.86)%
  Interest rates                                        23,539            0.13 %
  Metals
    Gold, 109 contracts, February 2004                 201,450            1.12 %
    Other metal contracts                               90,774            0.50 %
                                                   -----------------------------
  Total long metal contracts                           292,224            1.62 %
  Softs                                                (19,720)          (0.11)%
  Stock indices                                         84,551            0.47 %
                                                   -----------------------------
Total long futures contracts                           224,730            1.25 %
                                                   -----------------------------
SHORT FUTURES CONTRACTS
  Interest rates                                        (4,510)          (0.03)%
  Softs                                                   (825)             -- %
                                                   -----------------------------
Total short futures contracts                           (5,335)          (0.03)%
                                                   -----------------------------
TOTAL INVESTMENTS IN FUTURES CONTRACTS (NET)           219,395            1.22 %
                                                   -----------------------------
FORWARD CURRENCY CONTRACTS
Long Forward Currency Contracts
  Euro/U.S. Dollar, March 2004                         567,490            3.15 %
  Other long forward currency contracts                396,234            2.20 %
                                                   -----------------------------
Total long forward currency contracts                  963,724            5.35 %
                                                   -----------------------------

Total short forward currency contracts                (185,837)          (1.03)%
                                                   -----------------------------

TOTAL INVESTMENTS IN FORWARD CURRENCY              -----------------------------
  CONTRACTS (NET)                                      777,887            4.32 %
                                                   -----------------------------
TOTAL INVESTMENTS IN FUTURES AND FORWARD
  CURRENCY CONTRACTS (NET)                         $   997,282            5.54 %
                                                   =============================
<PAGE>

                          MILLBURN WORLD RESOURCE TRUST
                  CONDENSED SCHEDULE OF INVESTMENTS (CONTINUED)
                                DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                  % OF TRUST
 FACE AMOUNT     DESCRIPTION                                        VALUE           CAPITAL
--------------------------------------------------------------------------------------------
<S>              <C>                                            <C>                  <C>
                 INVESTMENTS IN U.S. TREASURY NOTES
$  6,300,000     U.S. Treasury notes, 4.750%, 02/15/04          $   6,327,562        35.16%
   4,890,000     U.S. Treasury notes, 3.375%, 04/30/04              4,928,203        27.39%
   4,410,000     U.S. Treasury notes, 2.125%, 08/31/04              4,440,319        24.68%
                                                                ----------------------------
                 TOTAL INVESTMENTS IN U.S. TREASURY NOTES
                   (AMORTIZED COST $15,693,475)                 $  15,696,084        87.23%
                                                                ============================
</TABLE>
<PAGE>

                      MILLBURN WORLD RESOURCE TRUST
                   STATEMENTS OF OPERATIONS (UNAUDITED)

                                                    FOR THE THREE MONTHS ENDED
                                                      SEP 30         SEP 30
                                                       2004           2003

Investment income
Interest income                                     $   26,776     $   54,692

EXPENSES
Brokerage fees                                         185,095        449,052
Administrative expenses                                 21,848         25,000
Custody fees                                               183            755
                                                    --------------------------
Total expenses                                         207,126        474,807

Net investment loss                                   (180,350)      (420,115)
                                                    --------------------------

NET REALIZED AND UNREALIZED GAINS (LOSSES)
Net realized losses on closed positions:
  Futures and forward currency contracts              (667,512)      (442,464)
  Foreign exchange translation                            (793)            --
Net change in unrealized appreciation:
  Futures and forward currency contracts               406,276        986,007
  Foreign exchange translation                           2,545         19,691
Net gains (losses) from U.S. Treasury notes
  Net change in unrealized depreciation                  5,085        (12,275)
                                                    --------------------------
Total net realized and unrealized gains (losses)      (254,399)       550,959
                                                    --------------------------

Net income (loss)                                   $ (434,749)    $  130,844
                                                    ==========================

Net income (loss) per unit outstanding              $   (47.35)    $     6.26
<PAGE>

                      MILLBURN WORLD RESOURCE TRUST
                   STATEMENTS OF OPERATIONS (UNAUDITED)

                                                    FOR THE NINE MONTHS ENDED
                                                      SEP 30          SEP 30
                                                       2004            2003
                                                    --------------------------

INVESTMENT INCOME
Interest income                                     $   101,456     $  207,376

EXPENSES
Brokerage fees                                          812,972      1,386,626
Administrative expenses                                  71,848         75,000
Custody fees                                                939          2,178
                                                    --------------------------
Total expenses                                          885,759      1,463,804

Net investment loss                                    (784,303)    (1,256,428)
                                                    --------------------------

NET REALIZED AND UNREALIZED GAINS (LOSSES)
Net realized gains (losses) on closed positions:
  Futures and forward currency contracts               (321,224)     3,139,467
  Foreign exchange translation                            6,396        (30,031)
Net change in unrealized appreciation:
  Futures and forward currency contracts               (647,903)      (541,690)
  Foreign exchange translation                             (392)        24,861
Net losses from U.S.Treasury notes
Net realized losses                                      (1,964)            --
Net change in unrealized depreciation                   (14,431)       (14,835)
                                                    --------------------------
Total net realized and unrealized gains (losses)       (979,518)     2,577,772
                                                    --------------------------

Net income (loss)                                   $(1,763,821)    $1,321,344
                                                    ==========================

Net income (loss) per unit outstanding              $   (186.33)    $    67.41
<PAGE>

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

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004:

<TABLE>
<CAPTION>
                                                                 NEW PROFIT
                                       UNITHOLDERS               MEMO ACCT.          MANAGING OWNER                TOTAL
                                -------------------------   ------------------    -------------------   ---------------------------
                                   AMOUNT         UNITS        AMOUNT    UNITS      AMOUNT      UNITS       AMOUNT          UNITS
                                ---------------------------------------------------------------------------------------------------
<S>                             <C>            <C>          <C>            <C>     <C>         <C>       <C>             <C>
Trust capital at
  December 31, 2003             $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 at                ---------------------------------------------------------------------------------------------------
  September 30, 2004            $ 7,640,276     8,136.149   $      --       --     $538,388         --   $ 8,178,664      8,136.149
                                ===================================================================================================

<CAPTION>
<S>                                                         <C>
NET ASSET VALUE PER UNIT OUTSTANDING AT
  AT SEPTEMBER 30, 2004:                                    $  939.05
                                                            ---------
</TABLE>

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003:

<TABLE>
<CAPTION>
                                                                 NEW PROFIT
                                       UNITHOLDERS               MEMO ACCT.          MANAGING OWNER                TOTAL
                                -------------------------   ------------------    -------------------   ---------------------------
                                   AMOUNT         UNITS        AMOUNT    UNITS      AMOUNT      UNITS       AMOUNT          UNITS
                                ---------------------------------------------------------------------------------------------------
<S>                             <C>            <C>          <C>            <C>     <C>         <C>       <C>             <C>
Trust capital at
  December 31, 2002             $20,303,891    17,431.417   $      --       --     $576,320         --   $20,880,211     17,431.417
Redemptions                      (1,964,612)   (1,556.293)         --       --           --         --    (1,964,612)    (1,556.293)
Additional units allocated**             --        21.324          --       --           --         --            --         21.324
Net income                        1,248,340                        --       --           --     73,004     1,321,344             --
Trust capital at                ---------------------------------------------------------------------------------------------------
  September 30, 2003            $19,587,619    15,896.448   $      --       --     $649,324         --   $20,236,943     15,896.448
                                ===================================================================================================

<CAPTION>
<S>                                                         <C>
NET ASSET VALUE PER UNIT OUTSTANDING AT
AT SEPTEMBER 30, 2003:                                      $1,232.20
                                                            ---------
</TABLE>

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

                          MILLBURN WORLD RESOURCE TRUST
                 STATEMENTS OF FINANCIAL HIGHLIGHTS (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30                                 2004             2003
------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>
Net income (loss) from operations:
  Net investment loss                                               $   (20.80)       $   (26.11)
  Net realized and unrealized gains (losses) on
    trading of futures and forward currency contracts                   (27.10)            33.11
  Net gains (losses) from U.S. Treasury
    obligations                                                           0.55             (0.74)
                                                                    ----------------------------
Net income (loss) per unit                                              (47.35)             6.26
Net asset value per unit,
  beginning of period                                                   986.40          1,225.94
                                                                    ----------------------------

Net asset value per unit,
  end of period                                                     $   939.05        $ 1,232.20
                                                                    ============================

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

                                                                          2004             2003
                                                                    ----------------------------

Total return:                                                            (4.80)%           0.51 %
Ratio of expenses to average net assets (a):                             10.08 %           9.38 %
Ratio of net investment loss to average net assets (a):                  (8.85)%          (8.33)%
</TABLE>

(a) Annualized
<PAGE>

                          MILLBURN WORLD RESOURCE TRUST
                 STATEMENTS OF FINANCIAL HIGHLIGHTS (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30:                                 2004             2003
------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>
Net income (loss) from operations:
  Net investment loss                                               $   (69.09)       $   (75.60)
  Net realized and unrealized gains (losses) on
    trading of futures and forward currency contracts                  (115.86)           143.89
  Net losses from U.S. Treasury
    obligations                                                          (1.38)            (0.88)
                                                                    ----------------------------
Net income (loss) per unit                                             (186.33)            67.41
Net asset value per unit,
  beginning of period                                                 1,125.38          1,164.79
                                                                    ----------------------------

Net asset value per unit,
  end of period                                                     $   939.05        $ 1,232.20
                                                                    ============================

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

                                                                          2004             2003
                                                                    ----------------------------

Total return:                                                           (16.56)%           5.79 %
Ratio of expenses to average net assets (a):                              9.68 %           9.38 %
Ratio of net investment loss to average net assets (a):                  (8.62)%          (8.08)%
</TABLE>

(a) Annualized
<PAGE>

NOTES TO FINANCIAL STATEMENTS

The accompanying financial statements of Millburn World Resource Trust (the
"Trust") are unaudited but, in the opinion of management, include all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the Trust's financial condition at September 30, 2004
(unaudited) and December 31, 2003 and the results of its operations for the
three and nine month periods ended September 30, 2004 and 2003 (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, 2003. The December 31, 2003 information has been derived from the
audited financial statements as of December 31, 2003.

Certain amounts in the 2003 financial statements were reclassified to conform
with the 2004 presentation.

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 Managing Owner's 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
<PAGE>

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 month periods ending September 30, 2004, the Trust experienced no
meaningful periods of illiquidity in any of the numerous markets traded by the
Managing Owner.

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 2003.

Due to the nature of commodity 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, 2004        $    8,178,664
June 30, 2004                  9,420,395
December 31, 2003             17,994,455

-----------------------------------------------------------------
                  Period 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:
<PAGE>

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)%


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)%
<PAGE>

MANAGEMENT DISCUSSION - 2004

July 1, 2004 to 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.

April 1, 2004 to 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
<PAGE>

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.

January 1, 2004 to 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.

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.
<PAGE>

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.

MANAGEMENT DISCUSSION - 2003

July 1, 2003 to September 30, 2003

The Trust's NAV per unit was up 0.51% during the third quarter, as gains in July
and August outweighed losses in September. Trading in currency forwards, and
equity and metals futures were profitable, while trading in interest rate,
energy, and agricultural futures produced losses.

The most significant currency event of the quarter was the September statement
from the Group of Seven (G-7) finance chiefs that "more flexibility in exchange
rates is desirable". The market took this as a rebuke of Asian central bank
interventions designed to weaken their currencies in order to aid their exports
and economic growth. The result was a sharp appreciation of Asian currencies,
significant gains on long positions in the Japanese yen and Korean won. Long
positions in the Australian dollar, New Zealand dollar and South African rand
were also profitable for the quarter. Meanwhile, trading of the European
currencies vis-a-vis the U.S. dollar was volatile and marginally unprofitable.
On the other hand, non-dollar cross rate trading was characterized by
non-directional volatility. Hence, losses, though small by individual position,
were broadly based in euro and yen cross rate trading.

Global stock prices rose during July, August and in early September. As a
result, long positions in the Hong Kong Hang Seng, Japanese Nikkei and Topix,
German Dax and Nasdaq 100 indices were quite profitable. Following the G-7
statement, however, market participants were concerned that a weak dollar might
derail European and Asian recoveries. Hence, some of the earlier gains were
given back.

Long gold and copper positions netted to a quarterly gain.

Interest rate futures' trading was very volatile in the third quarter. Signs of
accelerating growth in the U.S., and a lessening of the fear of worldwide
deflation encouraged higher interest rates in July and much of August.
Thereafter, however, concerns that positive economic prospects may have been
overstated and that dollar weakness could adversely affect stocks, exports and
growth worldwide caused rates to plunge sharply. Overall, interest rate trading
was fractionally unprofitable during the July-September quarter, with short
positions in U.S., European and Japanese interest rate futures profitable in
July and August, and these same positions unprofitable in September. By the end
of the quarter, the Trust had covered most of its short positions in interest
rates and initiated partial long positions.

Energy prices were also volatile in the third quarter as concerns about OPEC
output cuts, Iraqi production and inventory adjustments unsettled traders.
Losses were experienced in trading crude oil, heating oil, London gas oil, and
natural gas, while a long position in unleaded gasoline was slightly profitable.

Trading of soft and agricultural markets generated a fractional loss during the
quarter.
<PAGE>

April 1, 2003 to June 30, 2003

The Trust's NAV per unit increased 3.77% during the second quarter, as profits
in the April-May period outweighed losses in September. Trading of interest rate
futures, currency forwards and equity futures, was profitable, while trading of
non-financial futures (energy, metals, and agricultural commodities) produced
losses.

Medium-term and long-term interest rates in Europe, the U.S. and Japan resumed
their decline during April and May. Hence, long positions in 5-year, 10-year and
30-year interest rate futures contracts for U.S., European and Japanese
instruments were very profitable. By mid-September, however, amid signs of
nascent growth, interest rates started to rise significantly and there were some
losses sustained on these same positions, which were subsequently reversed to
short futures contract positions.

A similar pattern of profits in April and May followed by losses in September
was exhibited in the currency sector. Short U.S. dollar positions against the
euro, other European currencies, the Australian, New Zealand and Singapore
dollars, and the South African rand produced sizable gains early in the quarter.
Later, however, as the U.S. dollar rebounded against the European bloc of
currencies, there were losses on many of these short foreign dollar positions,
although the short dollar positions versus the Aussie, New Zealand, South
African and Singapore currencies were still fractionally profitable. Meanwhile,
the dollar/yen exchange rate was quite volatile and losses were registered on
both long and short dollar positions throughout the quarter. Finally, long euro
positions vis-a-vis the yen, Norwegian krone, and pound sterling, and a long
sterling position relative to the yen were profitable.

Trading of stock index futures was fractionally positive. Long positions in
German, Japanese, and the Nasdaq stock indices were profitable, while a short
S&P index trade was somewhat unprofitable.

An up-trend in natural gas reversed and spiked sharply downward in September,
resulting in a marked loss on a long position. Trading elsewhere in the energy
sector had a slight negative impact on performance.

In the agricultural sector, corn futures prices were quite volatile and, hence,
losses were experienced on both long and short positions. Trading of other soft
and agricultural commodities was slightly negative for performance.

Long gold and copper positions generated a small quarterly loss.

January 1, 2003 to March 31, 2003

The Trust's NAV per unit increased 1.43% during the three months ended March 31,
2003. A number of well-defined trends, especially in the energy and interest
rate sectors, persisted during the first two months of the year and generated
profits. However, as war with Iraq approached in early March, these trends
halted and reversed abruptly, producing losses that largely offset the quarter's
earlier gains. On balance for the period, profits from trading energy and
interest rate futures were mostly counterbalanced by the losses sustained from
trading currency, stock index and metal futures, and to a lesser extent by
<PAGE>

losses from agricultural commodities trading.

For example, crude oil prices, which climbed from $24 a barrel in early November
2002 to nearly $40 per barrel early in 2003, plunged back to under $28 a barrel
in only a few days. Consequently, long crude oil positions were profitable in
January and February, but lost money in March. Similar results were experienced
in trading other energy contracts.

Interest rates, which had been declining broadly for over a year, spiked higher
in a flurry of pre-war activity. As a result, long German and U.S. interest rate
futures positions produced losses in March, after having been profitable in the
first two months of the quarter.

A weakening U.S. dollar trend that had been evident since late October 2002 also
reversed abruptly during the quarter and was followed by non-directional whipsaw
price activity, especially for the Japanese yen. Hence, losses from trading the
Asian currencies outweighed gains from long positions in the European currencies
and non-dollar cross rate trading.

Stock markets were unsettled and trading of U.S., Japanese and Hong Kong equity
futures resulted in a loss. Losses from both long and short positions in
industrial metals were somewhat larger than the gains from both long and short
trades in gold. Trading of agricultural commodity futures was unprofitable.


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.
<PAGE>

The following table summarizes the redemptions by Unitholders during the three
months ended September 30, 2004:

MONTH                              UNITS REDEEMED      NAV PER UNIT
-------------------------------------------------------------------

July 31, 2004                          430.735          $  958.34
August 31, 2004                        137.764             922.41
September 30, 2004                     284.452             939.05
                                       -------
TOTAL                                  852.951
                                       =======

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

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

The following exhibit is incorporated by reference filed on Form 8-K pursuant to
The Securities Act of 1934

            i.    Item 4.01 Changes in Registrant's Certifying Accountant, filed
                  on September 2, 2004
<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 12, 2004
                                 /s/ Tod A. Tanis
                                 ----------------
                                 Tod A. Tanis
                                 Vice-President
                                 (principal accounting officer)