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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

AMENDMENT No.: 1



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number 0-32685



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WORLD MONITOR TRUST II  SERIES D

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-4058318                          
|(State or other Jurisdiction of Incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|51 Weaver Street, Building 1 South, 2ndFloor, Greenwich, CT    |  | 06831                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: (203) 861-1000



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Securities registered pursuant to Section 12(b) of the Act:

None



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



Limited Interests

(Title of class)



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Indicate by check mark whether the Registrant (1) has 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ̈



Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes ̈No  x



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes ̈No  x



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WORLD MONITOR TRUST II  SERIES D

(a Delaware Business Trust)



Explanatory Note



This Form 10-K/A is being filed to
correct information reported in Items 10 and 12 of the Registrants Form 10-K with respect to timely filings of Section 16 reports and beneficial ownership of securities by officers and directors of the Managing Owner of the Registrant and
information on the cover page of the Form 10-K with respect to Item 405 of Regulation S-K. Items 10 and 12 are restated in their entirety herein. No other changes have been made to the Form 10-K by this amendment.



We have not updated the Form 10-K to modify disclosures for events occurring subsequent to
the original filing date. This Amendment No. 1 to the Form 10-K continues to speak as of such filing date.



Item 10. Directors and Executive Officer of the Registrant



There are no officers of the Registrant. The Registrant is managed by the Managing Owner.



The key officers of the Managing Owner and their positions with respect to the Registrant are as follows:



Mr. Kenneth A. Shewer (born 1953), has been a principal, associated person and NFA associate member of the Managing Owner since
February 8, 1984, May 1, 1985 and August 1, 1985, respectively. He has been Chairman of the Managing Owner since February 1984. Mr. Shewer was employed by Pasternak, Baum & Co., Inc. (Pasternak, Baum) an international cash commodity
firm, from June 1975 until September 1983. Mr. Shewer created and managed Pasternak, Baums Grain Logistics and Administration Department and created its Domestic Corn and Soybean Trading Department. In 1982, Mr. Shewer became co-manager of
Pasternak, Baums F.O.B. Corn Department. In 1983, Mr. Shewer was made Vice President and Director of Pasternak, Baum. Mr. Shewer graduated from Syracuse University with a B.S. degree in 1975.



Mr. Marc S. Goodman (born 1948), has been a principal, associated person and NFA
associate member of the Managing Owner since February 7, 1984, May 1, 1985 and August 1, 1985, respectively. He has been President of the Managing Owner since February 1984. Mr. Goodman joined Pasternak, Baum in September 1974 and was Vice President
and Director from July 1981 until September 1983. While at Pasternak, Baum, Mr. Goodman was largely responsible for business development outside of the United States, for investment of its corporate retirement funds, and for selecting trading
personnel. Mr. Goodman has conducted extensive business in South America, Europe and the Far East. Mr. Goodman graduated from the Bernard M. Baruch School of Business of the City University of New York with a B.B.A. in 1969 and an M.B.A. in 1971 in
Finance and Investments, where he was awarded an Economics and Finance Department Fellowship from September 1969 through June 1971.



Messrs. Shewer and Goodman left Pasternak, Baum in September 1983 to form Kenmar Advisory Corp. (now known as Preferred Investment Solutions Corp., the Managing Owner)
and they have occupied their present positions with the Managing Owner since that time.



Ms. Esther Eckerling Goodman (born 1952), has been a principal, associated person and NFA associate member of the Managing Owner since May 12, 1988, July 17, 1986 and July 17, 1986, respectively. She has been Chief Operating Officer
and Senior Executive Vice President of the Managing Owner since joining the Managing Owner in July 1986. Ms. Goodman had been involved in the futures industry since 1974. From 1974 through 1976, she was employed by Conti-Commodity Services, Inc. and
ACLI Commodity Services, Inc., in the areas of hedging, speculative trading and tax arbitrage. In 1976, Ms. Goodman joined Loeb Rhoades & Company, Inc. where she was responsible for developing and managing a managed futures program which, in
1979, became the trading system for Westchester Commodity Management, an independent commodity trading advisor of which Ms. Goodman was a founder and principal. From 1983 through mid-1986, Ms. Goodman was employed as a marketing executive at
Commodities Corp. (USA) of Princeton, New Jersey. Ms. Goodman was a Director of the Managed Futures Trade Association from 1987 to 1991 and a Director of its successor organization, the Managed Futures Association, from 1991 to 1995 (now the Managed
Funds Association). Ms. Goodman graduated from Stanford University with a B.A. degree in 1974.



Esther E. Goodman is married to Marc S. Goodman.



Mr. Braxton Glasgow III (born 1953), has been a principal, associated person, branch manager and NFA associated person of the Managing Owner since June 21, 2001, June 21, 2001, July 13, 2004 and June 8, 2001, respectively. Mr.
Glasgow has been an Executive Vice President of the Managing Owner since joining the Managing Owner in May 2001. Mr. Glasgow is responsible for business development. Previously, he served as Executive Vice President, Director of Client Services and
a Principal at Chesapeake Capital Corp., a commodity trading firm, and as Senior Managing Director at Signet Investment Banking Co. Mr. Glasgow began his career at PricewaterhouseCoopers, where he specialized in mergers and acquisitions and private
equity, including extensive work in Europe and the Far East. From 1994 to 1995, he was President of the Jay Group Ltd. Mr. Glasgow received a B.S. degree in accounting from the University of North Carolina in 1975 and is a Certified Public
Accountant.



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Mr. Marc J. Oppenheimer (born 1957), has been a principal of the Managing Owner since February 16, 2005. He also
serves as Executive Vice President of Kenmar Global Investment Management, Inc. Mr. Oppenheimer served as President and Chief Executive Officer of Crystallex International Corporation (AMEX: KRY) from February 1995 to September 2003 and served as
its Vice Chairman from September 2003 to May 2004. He is currently a member of the Crystallex board of directors. From December 2002 to October 2003, Mr. Oppenheimer served as a director of IDT and currently serves as a Director for its telecom/VOIP
unit Net2Phone. From 1991 to 1994, he served as Executive Vice President and Chief Financial Officer of Concord Camera Corp. (NASDAQ: LENS), a multi-national, publicly traded company. From 1990 to 1991 he served as Director for International Trade
and Merchant Banking at Midlantic National Bank and from 1980 to 1985, Mr. Oppenheimer served as a lending officer in the International Commodity Financing Division of Chase Manhattan Bank, in the capacity of Assistant Treasurer and Second Vice
President. Mr. Oppenheimer graduated with a BS with Honors in Management and Industrial Relations from New York University College of Business and Public Administration and an MBA with Honors in Finance from New York Universitys Graduate
School of Business Administration.



Ms. Maureen D. Howley (born 1967),
has been a principal of the Managing Owner since August 11, 2003. She has been a Senior Vice President and Chief Financial Officer of the Managing Owner since joining the Managing Owner in July 2003. She is responsible for corporate finance. From
July 2001 until July 2003, Ms. Howley was an Associate at Andor Capital Management, LLC, an equity hedge fund company. At Andor, she was responsible for managing the corporate accounting functions. Previously, she was the Controller at John W. Henry
& Company, Inc., a commodity trading advisor (JWH), where she held positions of increasing responsibility from September 1996 to July 2001. She began her career at Deloitte & Touche where she specialized in the financial services
industry. She held many positions of increasing responsibility for seven years, and left as an Audit Senior Manager in September 1996 to join JWH. Ms. Howley received a B.A. in Accounting from Muhlenberg College in 1989 and designation as a
Certified Public Accountant in 1990.



Mr. Lawrence S. Block (born 1967)
has been a Senior Vice President and General Counsel of the Managing Owner since joining the Managing Owner in March 2005. Prior to joining the Managing Owner, Mr. Block was a Managing Director and General Counsel of Lipper & Company, L.P., a
New York-based investment management firm, from January 1998 until March 2005. Prior to joining Lipper & Company, Mr. Block was a senior associate at the law firm Cadwalader, Wickersham & Taft in New York from May 1996 through December 1997.
Mr. Block also worked as an associate at the law firm Proskauer Rose Goetz & Mendelsohn from September 1992 through May 1996. Mr. Block received a B.S. in Business Administration with a concentration in Accounting from the University of North
Carolina at Chapel Hill in 1989 and a J.D. from the University of Pennsylvania School of Law in 1992. Mr. Blocks registration as a principal of the Managing Owner has been effective since March 17, 2005. His registration as an Associated
Person of the Managing Owner is pending with the National Futures Association.



Ms. Joanne D. Rosenthal (born 1965), has been a principal, associated person and NFA associate member of the Managing Owner since February 29, 2000, February 29, 2000 and November 30, 1999, respectively. Ms. Rosenthal has been Senior
Vice President and Director of Research of the Managing Owner since joining the Managing Owner in October 1999. Prior to joining the Managing Owner, Ms. Rosenthal spent nine years at The Chase Manhattan Bank, in various positions of increasing
responsibility. From July 1991 through April 1994, she managed the Trade Execution Desk and from May 1994 through September 1999, she was a Vice President and Senior Portfolio Manager of Chase Alternative Asset Management, Inc. Ms. Rosenthal
received a Master of Business Administration with a concentration in Finance from Cornell University and a Bachelor of Arts in Economics from Concordia University in Montreal, Canada.



Mr. Richard Horwitz (born 1953),Senior Vice President and Director of Risk Management and Performance Analytics, joined the
Managing Owner in 2002. In that role, he has been developing proprietary risk transparency/risk management systems and collaborates on manager due diligence and analytics. Previously, Mr. Horwitz was a Principal at Capital Market Risk Advisors,
Inc., a preeminent risk management consulting firm. For the prior eight years, he was a Senior Research Analyst and Principal at Sanford C. Bernstein & Co., Inc. During the previous six years, he was a Senior Associate at Booz Allen &
Hamilton, Inc. where he focused on the financial services industries. Mr. Horwitz received an undergraduate degree in Electrical Engineering from MIT and a M.B.A. from the Sloan School of Management at MIT.



Ms. Melissa Cohn (born 1960), Vice President and Senior Research Analyst, joined the
Managing Owner in 1988. Her responsibilities include manager due diligence, manager analysis, and portfolio/risk management. Ms. Cohn has been involved in the futures industry for over 20 years. Prior to joining the Managing Owner, she spent six
years in positions of increasing responsibility in the Commodities Division at Shearson Lehman Hutton Inc. Her experience includes that of Sales Assistant, Assistant Commodity Trader and Trader executing orders from numerous CTAs that traded through
Shearson. Ms. Cohn graduated from the University of Wisconsin Madison with a B.S. in Agriculture in 1982.



Mr. Peter J. Fell (born 1960), Senior Vice President, Director of Due Diligence since joining the Managing Owner in September 2004. He is responsible for manager selection and due diligence. Mr. Fell is
a member of the Investment Committee. From 2000 through August 2004, Mr. Fell was a founding partner and Investment Director of Starview Capital Management. Prior to co-founding Starview Capital Management, Mr. Fell was Vice President of Research
and Product Development at Merrill Lynch Investment Partners Inc. (MLIP). He was responsible for the investment evaluation and recommendation process pertaining to MLIP funds and sat on MLIPs Investment Committee. Prior to joining
MLIP, Mr. Fell had been with Deutsche Bank Financial



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Products Corporation for six years starting in 1989, where he was Vice President in the over-the-counter fixed income derivatives area. From 1985 to 1989, he
was employed by Manufacturers Hanover Trust Company, ultimately holding the position of Assistant Vice President in the Swaps and Futures Group. Mr. Fell holds an A.B. cum laude in Music Theory and History and a M.B.A. in Finance from Columbia
University.



Mr. James Dodd (born 1951), has been a principal,
associated person and NFA associate member of the Managing Owner since February 26, 2002, February 26, 2002 and January 2002, respectively. He has been a Managing Director of the Managing Owner since joining the Managing Owner in January 2002. He is
responsible for structuring and marketing investment products to financial institutions and to retail investors via the brokerage and financial consultant channels. Earlier in his career, Mr. Dodd was a senior marketing officer of the Capital
Markets Group of Continental Bank in Chicago; President of Signet Investment Banking in Richmond, Virginia; and Managing Director of Financial Institutions Marketing at Chesapeake Capital, a large Richmond-based CTA. Mr. Dodd received an AB degree
from Cornell University in 1974 and a M.B.A. degree from the University of Chicago in 1983.



Ms. Florence Y. Sofer (born 1966), has been a principal of the Managing Owner since February 28, 2002. She has been Vice President, Investor Relations/Communications of the Managing Owner since joining the
Managing Owner in November 2001. From 1997 to 2001, Ms. Sofer was the Vice President, Marketing, and a Principal of JWH, where she was responsible for strategic marketing and client communications for the firm and its subsidiaries. From 1994 to
1997, Ms. Sofer was the Marketing Manager at Global Asset Management (GAM) where she was involved in the successful development and launch of the firms mutual fund product line. Ms. Sofer received a B.A. degree from American
University in 1988 and a M.B.A. in Marketing from George Washington University in 1992.



Section 16(a) Beneficial Ownership Reporting Compliance



Certain of the Managing Owners directors and officers and any persons holding more than ten percent of the Registrants Limited Interests (Ten Percent Owners) are required to report their initial ownership of such
Limited Interests and any subsequent changes in that ownership to the Securities and Exchange Commission (the SEC) on Forms 3, 4 or 5. Such directors and officers and Ten Percent Owners are required by SEC regulations to furnish the
Registrant with copies of all Forms 3, 4 and 5 they file. There are no Ten Percent Owners of the Registrants Limited Interests. Each of Esther E. Goodman, Braxton Glasgow, III and Maureen D. Howley failed to timely file an Initial Statement of
Beneficial Ownership of Securities on Form 3. Each of these persons has since made all appropriate filings. Other than as set forth above, all filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year.
In making these disclosures, the Registrant has relied solely on written representations of the Managing Owners directors and officers and the Registrants Ten Percent Owners or copies of the reports that they have filed with the SEC
during and with respect to its most recent fiscal year.



Audit Committee
Financial Expert



The Registrant itself does not have any employees.
Preferred Investment Solutions Corp. acts as Managing Owner of the Registrant. The Board of Directors of Preferred Investment Solutions Corp. has delegated audit committee responsibilities to the Internal Controls and Disclosure Committee. Maureen
Howley, as the Chief Financial Officer of Preferred Investment Solutions Corp. and as a member of the Internal Controls and Disclosure Committee, serves as the audit committee financial expert for Preferred Investment Solutions Corp. Ms.
Howley is not a member of the Board of Directors and she is not independent of management.



Code of Ethics



Preferred
Investment Solutions Corp. has adopted a code of ethics for its chief executive officer, chief financial officer, accounting managers and persons performing similar functions. A copy of the code of ethics may be obtained at no charge by written
request to Preferred Investment Solutions Corp., 51 Weaver Street, Building 1 South, 2ndFloor, Greenwich,
Connecticut 06831 or by calling (203) 861-1000.





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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



As of March 18, 2005, Preferred maintains a 1% Managing Owner Interest in
the Registrant. As of March 18, 2005, all of Preferred Investment Solutions Corp. stock is owned indirectly and equally by Messrs. Goodman and Shewer, Preferreds sole directors.



As of March 18, 2005, the following officers of the Managing Owner are deemed to own beneficially the following number of Interests issued
by the Registrant:



|                  |  |                                        |  |                                           |  |                
|----------------- |  | -------------------------------------- |  | ----------------------------------------- |  | ---------------
|Title of Class    |  | Name and Addresses of Beneficial
Owner |  | Amount and Nature of Beneficial Ownership |  | Percentof Class
|General Interests |  | Marc S. Goodman                        |  |                                           |  |                
|                  |  | 51 Weaver Street                       |  |                                           |  |                
|                  |  | Building One South, 2ndFloor           |  |                                           |  |                
|                  |  | Greenwich, Connecticut 06831           |  | 1,649.002 Managing Owner Interests (*)    |  | 100%           
|                  |  |                                        | 
|General Interests |  | Kenneth A. Shewer                      |  |                                           |  |                
|                  |  | 51 Weaver Street                       |  |                                           |  |                
|                  |  | Building One South, 2ndFloor           |  |                                           |  |                
|                  |  | Greenwich, Connecticut 06831           |  | 1,649.002 Managing Owner Interests (*)    |  | 100%           
|                  |  |                                        | 
|General Interests |  | Esther E. Goodman                      |  |                                           |  |                
|                  |  | 51 Weaver Street                       |  |                                           |  |                
|                  |  | Building One South, 2ndFloor           |  |                                           |  |                
|                  |  | Greenwich, Connecticut 06831           |  | 1,649.002 Managing Owner Interests (**)   |  | 100%           

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|(*) | These Interests are held indirectly through Preferred. The Beneficial Owner disclaims beneficial ownership over such securities for purposes of Section 16 of the Securities Exchange
Act of 1934, except to the extent of his pecuniary interest therein.
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|(**) | These Interests are held by the Beneficial Owners spouse indirectly through Preferred. The Beneficial Owner disclaims beneficial ownership over such securities for purposes of
Section 16 of the Securities Exchange Act of 1934, except to the extent of her pecuniary interest therein.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



No other officer or director of the Managing Owner beneficially owns any Interest.



As of March 18, 2005, the following person(s) beneficially owned more than five percent (5%) of the outstanding Limited Interests issued by
the Registrant:



|                  |  |                                        |  |                                           |  |                 
|----------------- |  | -------------------------------------- |  | ----------------------------------------- |  | ----------------
|Title of Class    |  | Name and Addresses of Beneficial
Owner |  | Amount and Nature of Beneficial Ownership |  | Percent of Class
|Limited Interests |  | Dan Gilbert                            |  |                                           |  |                 
|                  |  | 26875 Charles Lane                     |  |                                           |  |                 
|                  |  | Franklin, MI 48025                     |  | 9,395.847 Limited Interests               |  | 5.89%           
|                  |  |                                        | 
|Limited Interests |  | DMK Investments L.P.                   |  |                                           |  |                 
|                  |  | c/o Kelly Baron                        |  |                                           |  |                 
|                  |  | 9925 Haynes Bridge Road                |  |                                           |  |                 
|                  |  | Alpharetta, GA 30022                   |  | 14,058.383 Limited Interests              |  | 8.81%           



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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, on the 16thday of September, 2005.



|    |  |                                      |  |                       |  |                         
|--- |  | ------------------------------------ |  | --------------------- |  | ------------------------
|    |  | WORLD MONITOR TRUST II  SERIES D    |  |                      
|    |  |                                     
|By: |  | Preferred Investment Solutions Corp. |  |                      
|    |  | Managing Owner                       |  |                      
|    |  |                                      | 
|    |  | By:                                  |  | /s/ Kenneth A. Shewer |  | Date: September 16, 2005
|    |  |                                      |  | Kenneth A. Shewer     |  |                         
|    |  |                                      |  | Chairman and Director |  |                         



Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on September 16, 2005.



|    |  |                                      |  |                                                            |  |                         
|--- |  | ------------------------------------ |  | ---------------------------------------------------------- |  | ------------------------
|    |  | WORLD MONITOR TRUST II  SERIES D    |  |                                                           
|    |  |                                     
|By: |  | Preferred Investment Solutions Corp. |  |                                                           
|    |  | Managing Owner                       |  |                                                           
|    |  |                                      | 
|    |  | By:                                  |  | /s/ Kenneth A. Shewer                                      |  | Date: September 16, 2005
|    |  |                                      |  | Kenneth A. Shewer                                          |  |                         
|    |  |                                      |  | Chairman and Director                                      |  |                         
|    |  |                                      |  | (Principal Executive Officer)                              |  |                         
|    |  |                                      | 
|    |  | By:                                  |  | /s/ Maureen D. Howley                                      |  | Date: September 16, 2005
|    |  |                                      |  | Maureen D. Howley                                          |  |                         
|    |  |                                      |  | Senior Vice President and Chief Financial Officer          |  |                         
|    |  |                                      |  | (Principal Financial and Accounting Officer for the Trust) |  |