##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(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, 2003



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



WORLD MONITOR TRUST IISERIES D

---

(Exact name of
registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-4058318                          
|                                                              
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|One New York Plaza, 13th Floor, New York, New York             |  | 10292                               
|                                                              
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants telephone number, including
area code: (212) 778-7866



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)



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  Ö  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  [Ö]



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  Ö



DOCUMENTS INCORPORATED BY REFERENCE



Registrants Annual Report to Interest holders for the year ended December 31, 2003 is incorporated by reference into Parts II and IV of this Annual Report on
Form 10-K



Index to exhibits can be found on pages 10 and 11



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##### Table of Contents

WORLD MONITOR TRUST IISERIES D

(a Delaware Business Trust)



TABLE OF CONTENTS



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I     |  |                                                                                       |  | PAGE
|Item 1     |  | Business                                                                              |  | 3   
|           |  |                                                                                      
|Item 2     |  | Properties                                                                            |  | 4   
|           |  |                                                                                      
|Item 3     |  | Legal Proceedings                                                                     |  | 4   
|           |  |                                                                                      
|Item 4     |  | Submission of Matters to a Vote of Interest Holders                                   |  | 4   
|           |  |                                                                                      
|PART II    |  |                                                                                       |  |     
|           |  |                                                                                      
|Item 5     |  | Market for the Registrants Interests and Related Interest Holder Matters             |  | 5   
|           |  |                                                                                      
|Item 6     |  | Selected Financial Data                                                               |  | 5   
|           |  |                                                                                      
|Item 7     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 6   
|           |  |                                                                                      
|Item 7A    |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 6   
|           |  |                                                                                      
|Item 8     |  | Financial Statements and Supplementary Data                                           |  | 6   
|           |  |                                                                                      
|Item 9     |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 6   
|           |  |                                                                                      
|Item 9A    |  | Controls and Procedures                                                               |  | 6   
|           |  |                                                                                      
|PART III   |  |                                                                                       |  |     
|           |  |                                                                                      
|Item 10    |  | Directors and Executive Officers of the Registrant                                    |  | 7   
|           |  |                                                                                      
|Item 11    |  | Executive Compensation                                                                |  | 8   
|           |  |                                                                                      
|Item 12    |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 8   
|           |  |                                                                                      
|Item 13    |  | Certain Relationships and Related Transactions                                        |  | 9   
|           |  |                                                                                      
|Item 14    |  | Principal Accountant Fees and Services                                                |  | 9   
|           |  |                                                                                      
|PART IV    |  |                                                                                       |  |     
|           |  |                                                                                      
|Item 15    |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |  | 10  
|           |  |                                                                                      
|           |  | Financial Statements and Financial Statement Schedules                                |  | 10  
|           |  |                                                                                      
|           |  | Exhibits                                                                              |  | 10  
|           |  |                                                                                      
|           |  | Reports on Form 8-K                                                                   |  | 11  
|           | 
|SIGNATURES |  | 12                                                                                   



2



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##### Table of Contents

PART I



Item 1.  Business



General



World Monitor Trust II (the Trust) is a business trust organized under the
laws of Delaware on April 22, 1999. The Trust consists of three separate and distinct series (Series): Series D, E and F. Series D, E and F commenced trading operations on March 13, 2000, April 6, 2000 and March 1, 2000 respectively and
each series will continue to exist until terminated pursuant to the provisions of Article XIII of the Second Amended and Restated Declaration of Trust and Trust Agreement (the Trust Agreement). The assets of each Series are segregated
from those of the other Series, separately valued and independently managed. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts and may, from time to time, engage in cash
and spot transactions. The trustee of the Trust is Wilmington Trust Company. The Trusts fiscal year for book and tax purposes ends on December 31.



World Monitor TrustSeries D (the Registrant or Series D) is engaged solely in the business of commodity futures and forward trading;
therefore, presentation of industry segment information is not applicable.



On July 1, 2003, Prudential Financial, Inc. (Prudential) and Wachovia Corp. (Wachovia) combined their separate retail securities brokerage and clearing businesses under a new holding company named Wachovia/Prudential
Financial Advisors, LLC (WPFA), owned 62% by Wachovia and 38% by Prudential. As a result, the retail brokerage operations of Prudential Securities Incorporated (PSI) were contributed to Wachovia Securities, LLC
(Wachovia Securities). Wachovia Securities is wholly-owned by WPFA and is a registered broker-dealer and a member of the National Association of Securities Dealers, Inc. (NASD) and all major securities exchanges. Series D and
its managing owner, Prudential Securities Futures Management Inc., entered into a service agreement with Wachovia Securities, effective July 1, 2003. Pursuant to this agreement, Wachovia Securities agrees to provide certain enumerated services to
accounts of the limited interest owners carried at Wachovia. Effective July 1, 2003, PSI changed its name to Prudential Equity Group, Inc. (PEG). PEG remains an indirectly wholly-owned subsidiary of Prudential. PEG was a registered
broker-dealer and a member of the NASD and all major securities exchanges and conducted the equity research, domestic and international equity sales and trading operations, and commodity brokerage and derivative operations it had previously
conducted as PSI until December 31, 2003. As part of the process of reorganizing its business structure, Prudential Securities Group Inc. (PSG), the direct parent of PEG and a wholly-owned subsidiary of Prudential, transferred the
commodity brokerage, commodity clearing and derivative operations previously performed by PEG to another PSG indirectly wholly-owned subsidiary, Prudential Financial Derivatives, LLC (PFD) effective January 1, 2004. Like PEG, PFD is
registered as a futures commission merchant under the Commodity Exchange Act and is a member of the National Futures Association.



Managing Owner and its Affiliates



The managing owner of the Registrant is Prudential Securities Futures Management Inc. (the Managing Owner), a wholly-owned subsidiary of PEG.



The Managing Owner is required to maintain at least a 1% interest in
the capital, profits and losses of each Series so long as it is acting as the Managing Owner, and it will make such contributions (and in return will receive general interests) as are necessary to meet this requirement.



The Offering



Limited interests in each Series (Limited Interests) were being offered once each week, until each Series
Subscription Maximum was met either through sale or exchange or until the Managing Owner suspended the offering of Limited Interests. Limited Interests were being offered to investors who meet certain established suitability standards, with a
minimum initial subscription of $5,000 ($2,000 for an individual retirement account), although the minimum purchase for any single Series is $1,000. General Interests were also sold exclusively to the Managing Owner. Limited interests and general
interests are sometimes collectively referred to as Interests.



Initially, the Limited Interests for each Series were offered for a period of up to 180 days after the date of the Prospectus (Initial Offering Period) at $100 per Interest. The subscription minimum of $5,000,000 for



3



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##### Table of Contents

each Series was reached during the Initial Offering Period permitting Series D, E and F to commence trading operations. The Registrant completed its initial offering
on March 13, 2000 with gross proceeds of $5,279,158, which was fully allocated to commodities trading. Until the Subscription Maximum for each Series is reached, each Series Limited Interests could be offered on a weekly basis at the then
current net asset value per Interest (Continuous Offering Period). During the Continuous Offering Period through December 31, 2003, Series D raised additional gross proceeds of $20,652,193 from the sales of Interests. Series E and Series
F were offered until they substantially achieved their Subscription Maximum during June 2003 and July 2003, respectively. In addition, since July 2003, the weekly offering of interests in Series D has been suspended. Accordingly, at this time,
interests in Series D may not be offered or exchanged.



The Trading Advisor



Each Series has its own independent commodity trading advisor that
makes that Series trading decisions. The Managing Owner, on behalf of the Registrant, entered into an advisory agreement with Bridgewater Associates, Inc. (the Trading Advisor) to make the trading decisions for the Registrant. The
advisory agreement may be terminated for various reasons, including at the discretion of the Managing Owner. The Managing Owner has allocated 100% of the proceeds from the initial and continuous offering of the Registrant to the Trading Advisor and
it is currently contemplated that the Trading Advisor will continue to be allocated 100% of additional capital raised for the Registrant during the Continuous Offering Period.



Competition



The Managing Owner and its affiliates have formed, and may continue to form, various entities to engage in the speculative trading of futures, forward and options
contracts which have certain of the same investment policies as the Registrant.



The Registrant is an open-end fund which will solicit the sale of additional Limited Interests on a weekly basis until the Subscription Maximum is reached. As such, the Registrant may compete with other entities. Whether or not formed by
the Managing Owner, to attract new participants. In addition, to the extent that the Trading Advisor recommends similar or identical trades to the Registrant and other accounts which it manages, the Registrant may compete with those accounts for the
execution of the same or similar trades as well as with other market participants.



Employees



The Registrant has no employees. Management
and administrative services for the Registrant are performed by the Managing Owner and its affiliates pursuant to the Trust Agreement, as further discussed in Notes A, C and D to the Registrants financial statements included in its annual
report for the year ended December 31, 2003 (Registrants 2003 Annual Report), which is filed as an exhibit hereto.



Item 2.  Properties



The
Registrant does not own or ease any property.



Item 3.  Legal Proceedings



There
are no material legal proceedings pending by or against the Registrant or the Managing Owner.



Item 4.  Submission of Matters to a vote of Interest Holders



None



4



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##### Table of Contents

PART II



Item 5.  Market for the Registrants Interests and Related Interest Holder Matters



Information with respect to the offering of Limited Interests and the use of proceeds is incorporated by reference to Note A to the Registrants 2003 Annual
Report, which is filed as an exhibit hereto and the Prospectus sections entitled THE OFFERINGThe Current Offering Period and Use of Proceeds.



A significant secondary market for the Limited Interests has not developed, and is not expected to develop in the future. There are
also certain restrictions set forth in the Trust Agreement limiting the ability of an Interest holder to transfer Interests. However, Limited Interests may be redeemed on a weekly basis, but are subject to a redemption fee if transacted within one
year of the effective date of purchase. Additionally, Interests owned in one series of the Trust (series D, E or F) were exchangeable, without any charge, for the Interests of one or more other Series on a weekly basis for as long as Limited
Interests in those Series were being offered to the public. World Monitor TrustSeries E and Series F are no longer offered to the public as those series substantially achieved their subscription maximums during June 2003 and July 2003,
respectively. In addition, since July 2003, the offering of interests in Series D has been suspended. Accordingly, at this time, interests may not be exchanged. Future contributions, redemptions and exchanges will impact the amount of funds
available for investment in commodity contracts in subsequent periods. Exchanges and redemptions are calculated based on the applicable Series then current net asset value per Interest as of the close of business on the Friday immediately
preceding the week in which the exchange or redemption request is effected.



The following table presents sales of unregistered interests (i.e. general interests) exempt from registration under Section 4(2) of the Securities Act of 1933 during the year ended December 31, 2003.



|               |  |                |  |               |       
|-------------- |  | -------------- |  | ------------- | ------
|               |  | Amount of     
|Date of Sale   |  | Interests sold |  | Cash received
|March 10, 2003 |  | 350            |  | $             | 34,997
|April 14, 2003 |  | 775.373        |  | $             | 74,785



There are no material
restrictions upon the Registrants present or future ability to make distributions in accordance with the provisions of the Trust Agreement. No distributions have been made since inception and no distributions are anticipated in the future.



As of March 18, 2004, there were 1,279 holders of record owning
191,411.04 interests, which include 1,951 general interests.



Item 6.  Selected Financial Data



The following table presents selected financial data of the Registrant. This data should be read in conjunction with the financial statements of the Registrant and the notes thereto on pages 2 through 11 of the Registrants 2003 Annual
Report, which is filed as an exhibit hereto.



|                                                |  |                         |            |      |                                                                                    |           |  |   |           |   |  |   |           |  
|----------------------------------------------- |  | ----------------------- | ---------- | ---- | ---------------------------------------------------------------------------------- | --------- |  | - | --------- | - |  | - | --------- | -
|                                                |  | Year ended December 31, |            |      | For the period from March 13, 2000(commencement of operations)to December 31, 2000 |          
|                                                |  | 2003                    |            | 2002 |                                                                                    | 2001      |  |  
|Total revenues (including interest)             |  | $                       | 6,573,053  |      | $                                                                                  | 1,311,418 |  | $ | (60,689   | ) |  | $ | (375,118  | )
|                                                |  |                         |            |      |                                                                                    |           |  |   |           |   |  |   |           |  
|Net income (loss)                               |  | $                       | 4,087,795  |      | $                                                                                  | 764,248   |  | $ | (463,991  | ) |  | $ | (834,523  | )
|                                                |  |                         |            |      |                                                                                    |           |  |   |           |   |  |   |           |  
|Net income (loss) per weighted average Interest |  | $                       | 25.74      |      | $                                                                                  | 11.41     |  | $ | (8.54     | ) |  | $ | (13.32    | )
|                                                |  |                         |            |      |                                                                                    |           |  |   |           |   |  |   |           |  
|Total assets                                    |  | $                       | 23,712,942 |      | $                                                                                  | 7,623,129 |  | $ | 4,412,721 |   |  | $ | 6,176,069 |  
|                                                |  |                         |            |      |                                                                                    |           |  |   |           |   |  |   |           |  
|Net asset value per Interest                    |  | $                       | 118.09     |      | $                                                                                  | 93.17     |  | $ | 81.84     |   |  | $ | 87.49     |  
|                                                |  |                         |            |      |                                                                                    |           |  |   |           |   |  |   |           |  



5



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##### Table of Contents

Item 7.  Managements Discussion and Analysis of Financial Condition and Results of Operations



This information is incorporated by reference to pages 13 through 16 of the Registrants 2003 Annual Report, which is filed as an exhibit hereto.



Item 7A.  Quantitative and Qualitative Disclosures About Market Risk



Information regarding quantitative and qualitative disclosures about market risk is not required pursuant to Item 305(e) of Regulation S-K.



Item 8.  Financial Statements and Supplementary Data



The financial statements are incorporated by reference to pages 2 through 11 of the Registrants 2003 Annual Report, which is filed as an exhibit hereto.



Selected unaudited quarterly financial data for the year ended December 31, 2003 and 2002 is summarized below:



|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          
|------------------------------------------------------------------------------- |  | ----------------------------------------------------- | ------- | - | --------------------------------------------------- | - | ------------------------------------------------------- |  | - | ----------------------------------------------------------- | - |  | - | ---------
|                                                                                |  | For the period from January 1, 2003 to March 28, 2003 |         |   | For the period from March 29, 2003 to June 27, 2003 |   | For the period from June 28, 2003 to September 26, 2003 |  |   | For the period from September 27, 2003 to December 31, 2003
|Total Revenues (including interest)                                             |  | $                                                     | 465,678 |   |                                                     | $ | 1,851,153                                               |  | $ | 1,823,316                                                   |   |  | $ | 2,432,906
|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          
|Total Revenues (including interest) less commissions and other transaction fees |  | $                                                     | 329,757 |   |                                                     | $ | 1,603,602                                               |  | $ | 1,494,935                                                   |   |  | $ | 2,058,368
|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          
|Net income (loss)                                                               |  | $                                                     | 265,867 |   |                                                     | $ | 1,196,450                                               |  | $ | 1,100,239                                                   |   |  | $ | 1,525,239
|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          
|Net income (loss) per weighted average interest                                 |  | $                                                     | 2.93    |   |                                                     | $ | 7.87                                                    |  | $ | 5.66                                                        |   |  | $ | 7.74     
|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          
|                                                                                |  |                                                       |         |  
|                                                                                |  | For the period from January 1, 2002 to March 29, 2002 |         |   | For the period from March 30, 2002 to June
28, 2002 |   | For the period from June 29, 2002 to September 27, 2002 |  |   | For the period from September 28, 2002 to December 31, 2002
|Total Revenues (including interest)                                             |  | $                                                     | 84,851  |   |                                                     | $ | 1,116,350                                               |  | $ | (426,122                                                    | ) |  | $ | 536,336  
|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          
|Total Revenues (including interest) less commissions and other transaction fees |  | $                                                     | 18,833  |   |                                                     | $ | 1,025,449                                               |  | $ | (530,648                                                    | ) |  | $ | 419,675  
|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          
|Net income (loss)                                                               |  | $                                                     | (10,490 | ) |                                                     | $ | 980,509                                                 |  | $ | (576,304                                                    | ) |  | $ | 370,533  
|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          
|Net income (loss) per weighted average Interest                                 |  | $                                                     | (0.19   | ) |                                                     | $ | 15.13                                                   |  | $ | (7.96                                                       | ) |  | $ | 4.85     
|                                                                                |  |                                                       |         |   |                                                     |   |                                                         |  |   |                                                             |   |  |   |          



Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None



Item 9A.  Controls and Procedures





As of the end of the period covered by this report, the Managing Owner carried out an evaluation, under the supervision and with the participation of the officers
of the Managing Owner, including the Managing Owners chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Managing Owners disclosure controls and procedures. Based upon that
evaluation, the Managing Owners chief executive officer and chief financial officer concluded that the Series Ds disclosure controls and procedures are effective.



There have not been any changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended) during the year ended December 31, 2003 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



6



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##### Table of Contents

PART III



Item 10.  Directors and Executive Officers of the Registrant



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



The Managing Owners directors and executive officers and any person 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 SEC on Forms 3, 4 or 5. Such
executive officers, directors and Ten Percent Owners are required by SEC regulations to furnish the Registrant with copies of all Forms 3, 4 or 5 they file. All of these filing requirements were satisfied on a timely basis. In making these
disclosures, the Registrant has relied solely on written representations of the Managing Owners directors and executive officers and 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.



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



|                  |  |                                                
|----------------- |  | -----------------------------------------------
|Name              |  | Position                                       
|Alex H. Ladouceur |  | Chairman of the Board of Directors and Director
|                  | 
|Brian J. Martin   |  | President and Director                         
|                  | 
|Ronald J. Ivans   |  | Treasurer, Chief Financial Officer and Director
|                  | 
|Guy S. Scarpaci   |  | Director                                       
|                  | 
|Richard H. Hulit  |  | Senior Vice President and Director             
|                  | 
|Thomas T. Bales   |  | Vice President                                 



ALEX H. LADOUCEUR, born 1960,
has been Chairman of the Board of Directors and a Director of the Managing Owner since November 2001 and also has held such positions with Seaport Futures Management, Inc. (Seaport Futures), an affiliate of the Managing Owner, since such
date. Mr. Ladouceur joined Prudential in August 2001 and is an Executive Vice President and Head of the Global Derivatives Division. He is responsible for all operating activities of Prudentials Global Derivatives Division including sales and
trading, foreign exchange, base and precious metals, and the trading floors. Mr. Ladouceur joined Prudential from Credit Lyonnais Rouse Ltd. (CLR), where he served as president of their United States operations since 1992 and as a main
board director of CLR in London since 1994. In 1998, he was appointed managing director of Global Cash Markets at CLR with responsibility for leading global market-making and sales for OTC products, including structured derivative products.



BRIAN J. MARTIN, born 1950, was elected President and Director of the
Managing Owner in February 2004. He is also a Senior Vice President of Prudentials Global Derivatives Division. Mr. Martin is Director of Alternative Investment Strategies responsible for all proprietary managed futures funds. He also serves
in various capacities for certain other affiliated companies. Mr. Martin joined Prudential in 1980 and is a member of the Pennsylvania Bar.



RONALD J. IVANS, born 1954, has been the Treasurer, Chief Financial Officer and Director of the Managing Owner since May 2003. Mr. Ivans is also a Senior Vice
President of Prudentials Global Derivatives Division, with responsibility for finance and control. Mr. Ivans worked as an auditor at Arthur Andersen from 1976 to 1978, and in the area of corporate financial reporting with CBS, Inc. from 1978
to 1980. From 1980 to 1986, Mr. Ivans was with Golodetz Trading Corp. as a controller, whereafter he joined Credit Lyonnais Rouse USA, Ltd as an Executive Vice President with responsibilities for finance until 2001. Mr. Ivans is a certified public
accountant. Mr. Ivans serves as audit committee financial expert (as defined in Section 401(h) of SEC Regulation S-K) for the Board of Directors of PSFMI. Mr. Ivans is not independent of the Registrants management; however, as no
significant secondary market for Interests in the Registrant has developed, there is no independence requirement applicable to the Board of Directors of PSFMI.



RICHARD H. HULIT, born 1956, has been a Senior Vice President and Director of the Managing Owner since May 2003. Mr. Hulit is also a Senior Vice President and
Chief Administrative Officer of Prudentials Global Derivatives Division. From 1989 to 2000, Mr. Hulit was with Merrill Lynch in Treasury and management positions. From 1982 until 1989, Mr. Hulit was employed by various manufacturing companies
as a financial officer.



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##### Table of Contents

GUY S. SCARPACI, born 1947, has been a Director of the Managing Owner since July 1987 and was Assistant Treasurer
from May 1988 until December 1989. In addition, Mr. Scarpaci has been a Director of Seaport Futures since May 1989. Mr. Scarpaci was first affiliated with the Managing Owner in July 1987. Mr. Scarpaci has been employed by Prudential in positions of
increasing responsibility since August 1974, and he is currently a Senior Vice President of the Global Derivatives Division.



THOMAS T. BALES, born 1959, is a Vice President of the Managing Owner. Mr. Bales is also a Senior Vice President and Chief Administrative OfficerProprietary
and OTC Trading in Prudentials Global Derivatives Division, and he serves in various capacities for other affiliated companies. Prior to joining the Global Derivatives Division, Mr. Bales served as in-house counsel in the Law Department of PEG
from October 1987 through May 1996. Mr. Bales joined Prudential in November 1981 as an Analyst in the Credit Analysis Department and later served as a Section Manager.



Effective May 2003, Ronald J. Ivans was elected by the Board of Directors of the Managing Owner as Chief Financial Officer and
Treasurer replacing Steven Weinreb.



Effective May 2003, Richard H.
Hulit was elected by the Board of Directors of the Managing Owner as Senior Vice President replacing Tamara B. Wright.



Effective February 2004, Brian J. Martin was elected by the Board of Directors of the Managing Owner as President replacing Eleanor L. Thomas.





The
Managing Owner has adopted a code of ethics, which is posted on Prudentials website at www.investor.prudential.com. Any amendments and any waiver under this code of ethics granted to any of the Managing Owners directors or
executive officers will be on that website. In addition, the Managing Owners chief executive officer and chief financial officer, as well as its directors and other employees are also subject to a broader code of conduct, known as Making the
Right Choices, which has been adopted by the Managing Owners corporate parent.



There are no family relationships among any of the foregoing directors or executive officers. All of the foregoing directors and/or executive officers have indefinite terms.



Item 11.  Executive Compensation



The Registrant does not pay or accrue any fees, salaries or any other form of compensation to directors and officers of the Managing Owner for their services. Certain directors and officers of the Managing Owner receive compensation from
affiliates of the Managing Owner, not from the Registrant, for services performed for various affiliated entities, which may include services performed for the Registrant; however, the Managing Owner believes that any compensation attributable to
services performed for the Registrant is immaterial. (See also Item 13, Certain Relationships and Related Transactions, for information regarding compensation to the Managing Owner.)



Item 12.  Security Ownership of Certain Beneficial Owners and Management



As of March 18, 2004, no director or executive officer of the Managing Owner owns directly or beneficially any interest in the voting securities of the Managing
Owner.



As of March 18, 2004, no director or executive officer of the
Managing Owner owns directly or beneficially any of the Limited interests issued by the Registrant.



As of March 18, 2004, one owner of Limited interests beneficially owned more than five percent (5%) of the Limited interests issued by the Registrant.



|                  |  |                                                                                                   |  |                                      |  |                  |  
|----------------- |  | ------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ---------------- | -
|Title of Class    |  | Name and Addressof Beneficial Owner                                                               |  | Amount and Natureof Beneficial Owner |  | Percent of Class |  
|Limited interests |  | Daren Marc Keeter c/o Kelly Tillman 9925 Haynes Bridge Rd. Suite 200 Box 217 Alpharetta, GA 30022 |  | 14,058.383 limitedinterests          |  | 7.42             | %



8



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##### Table of Contents

Item 13.  Certain Relationships and Related Transactions



The Registrant has and will continue to have certain relationships with the Managing Owner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or officers of the Managing Owner.



Reference is made to Notes A, C and D to the financial statements in the Registrants 2003 Annual Report, which is filed as an exhibit hereto, which identify the related parties and discuss the services provided by these
parties and the amounts paid or payable, if any, for their services. Additionally, reference is made to the Prospectus section entitled SUMMARY OF AGREEMENTSBrokerage Agreement



Item 14.  Principal Accountant Fees and Services



Audit Fees and All Other Fees



Audit Fees



Fees for audit services totalled approximately $30,000 in 2003 and approximately
$28,000 in 2002, including fees associated with the annual audit and the reviews of the Registrants quarterly reports on Form 10-Q.



Tax



Fees for tax services, including tax compliance and tax advice totalled approximately $21,000 in both 2003 and in 2002.



We have been advised by PricewaterhouseCoopers LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any
capacity in the Registrant or its affiliates.



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PART IV



|                                                                           |  |             |  |                                                                                                                                                                                                                                                                                                                                           |  |                         
|-------------------------------------------------------------------------- |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------
|                                                                           |  |             |  |                                                                                                                                                                                                                                                                                                                                           |  | Annual ReportPage Number
|Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K |  |            
|                                                                           |  |             | 
|(a)                                                                        |  | 1.          |  | Financial Statements and Report of Independent Auditorsincorporated by reference to the Registrants 2003 Annual Report, which is filed as an exhibit hereto                                                                                                                                                                             |  |                         
|                                                                           |  |             | 
|                                                                           |  |             |  | Report of Independent Auditors                                                                                                                                                                                                                                                                                                            |  | 2                       
|                                                                           |  |             | 
|                                                                           |  |             |  | Financial Statements:                                                                                                                                                                                                                                                                                                                     |  |                         
|                                                                           |  |             | 
|                                                                           |  |             |  | Statements of Financial ConditionDecember 31, 2003 and 2002                                                                                                                                                                                                                                                                              |  | 3                       
|                                                                           |  |             | 
|                                                                           |  |             |  | Condensed Schedules of InvestmentsDecember 31, 2003 and 2002                                                                                                                                                                                                                                                                             |  | 4                       
|                                                                           |  |             | 
|                                                                           |  |             |  | Statements of OperationsYears ended December 31, 2003 and 2002 and 2001                                                                                                                                                                                                                                                                  |  | 5                       
|                                                                           |  |             | 
|                                                                           |  |             |  | Statements of Changes in Trust CapitalThree years ended December 31, 2003                                                                                                                                                                                                                                                                |  | 5                       
|                                                                           |  |             | 
|                                                                           |  |             |  | Notes to Financial Statements                                                                                                                                                                                                                                                                                                             |  | 6                       
|                                                                           |  |             | 
|                                                                           |  | 2.          |  | Financial Statement Schedules                                                                                                                                                                                                                                                                                                             |  |                         
|                                                                           |  |             | 
|                                                                           |  |             |  | All schedules have been omitted because they are not applicable or the required information is included in the financial statements or notes thereto.                                                                                                                                                                                     |  |                         
|                                                                           |  |             | 
|                                                                           |  | 3.          |  | Exhibits                                                                                                                                                                                                                                                                                                                                  |  |                         
|                                                                           |  |             | 
|                                                                           |  | (a)         |  | Description:                                                                                                                                                                                                                                                                                                                              |  |                         
|                                                                           |  |             | 
|                                                                           |  | 3.1 and 4.1 |  | Second Amended and Restated Declaration of Trust and Trust Agreement of World Monitor Trust II dated as of March 28, 2002 (incorporated by reference to Exhibit 3.1 and 4.1 to Post-Effective Amendment No.
4 to the Registrants Registration Statement on Form S-1, File No. 333-83011, filed on April 2, 2002)                         |  |                         
|                                                                           |  |             | 
|                                                                           |  | 4.2         |  | Form of Request for Redemption (incorporated by reference to Exhibit 4.2 to Post Effective Amendment No. 4 to the Registrants Registration Statement on Form S-1, File No. 333-83011, filed on April
2, 2002)                                                                                                                            |  |                         
|                                                                           |  |             | 
|                                                                           |  | 4.3         |  | Form of Exchange Request (incorporated by reference to Exhibit 4.3 to Post-Effective Amendment No. 4 to the Registrants Registration Statement on Form S-1, File No. 333-83011, filed on April 2,
2002)                                                                                                                                  |  |                         
|                                                                           |  |             | 
|                                                                           |  | 4.4         |  | Form of Subscription Agreement (incorporated by reference to Exhibit 4.4 to Post-Effective Amendment No. 4 to the Registrants Registration Statement on Form S-1, File No. 333- 83011, filed on April
2, 2002)                                                                                                                           |  |                         
|                                                                           |  |             | 
|                                                                           |  | 10.1        |  | Form of Escrow Agreement among the Trust. Managing Owner. PSI and the Chase Manhattan Bank (incorporated by reference to Exhibit 10.1 to the Registrants Registration Statement on Form S-1, File No.
333-83011, filed on September 17, 1999)                                                                                            |  |                         
|                                                                           |  |             | 
|                                                                           |  | 10.2        |  | Form of Brokerage Agreement among the Trust and PSI (incorporated by reference to Exhibit 10.2 to the Registrants Registration Statement on Form S-1, File No. 333-83011, filed on September 17,
1999)                                                                                                                                   |  |                         
|                                                                           |  |             | 
|                                                                           |  | 10.3        |  | Form of Advisory Agreement among the Registrant, Managing Owner, and the Trading Advisor (incorporated by reference to Exhibit 10.3 to the Registrants Registration Statement on Form S-1, File No.
333-83011, filed on July 16, 1999)                                                                                                   |  |                         
|                                                                           |  |             | 
|                                                                           |  | 10.4        |  | Form of Representation Agreement Concerning the Registration Statement and the Prospectus among the Registrant. Managing Owner, PSI, Wilmington Trust Company and the Trading Advisor (incorporated by
reference to Exhibit 10.4 to the Registrants Registration Statement on Form S-1, File No. 333-83011, filed on September 17, 1999) |  |                         



10



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##### Table of Contents

|    |  |      |  |                                                                                                                                                                                                                                                                                                               |  | 
|--- |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|    |  |      | 
|    |  | 10.5 |  | Form of Net Worth Agreement between the Managing Owner and Prudential Securities Group Inc. (incorporated by reference to Exhibit 10.5 to the Registrants Registration Statement on Form S-1, File No.
333-83011, filed on September 17, 1999)                                                               |  | 
|    |  |      | 
|    |  | 10.6 |  | Service Agreement among the Registrant, Prudential Securities Futures Management Inc. and Wachovia Securities, LLC dated as of July 1, 2003 (filed herewith)                                                                                                                                                  |  | 
|    |  |      | 
|    |  | 13.1 |  | Registrants 2003 Annual Report (with the exception of the information and data incorporated by reference in Items 5, 7 and 8 of this Annual Report on Form 10-K, no other information or data
appearing in the Registrants 2003 Annual Report is to be deemed filed as part of the report) (filed herewith) |  | 
|    |  |      | 
|    |  | 31.1 |  | Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)                                                                                                                                                                                                                               |  | 
|    |  |      | 
|    |  | 31.2 |  | Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)                                                                                                                                                                                                                               |  | 
|    |  |      | 
|    |  | 32.1 |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the SARBANES-OXLEY Act of 2002 (furnished herewith)                                                                                                                                                                    |  | 
|    |  |      | 
|    |  | 32.2 |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the SARBANES-OXLEY Act of 2002 (furnished herewith)                                                                                                                                                                    |  | 
|    |  |      | 
|(b) |  |      |  | Reports on Form 8-KNone                                                                                                                                                                                                                                                                                      |  | 



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##### Table of Contents

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.



|                                |  |                                                                                     |  |                     
|------------------------------- |  | ----------------------------------------------------------------------------------- |  | --------------------
|World Monitor Trust IISeries D |  |                                                                                    
|                                |  |                                                                                    
|By:                             |  | Prudential Securities Futures Management Inc.A Delaware corporation, Managing Owner |  |                     
|                                |  |                                                                                    
|                                |  | By: /s/ Ronald J. Ivans                                                             |  | Date: March 29, 2004
|                                |  |                                                                                     |  |                     
|                                |  | Ronald J. Ivans Treasurer and Chief Financial
Officer                               |  |                     



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 and in the capacities (with respect to the Managing Owner) and on the dates indicated.

|    |  |                                                                                     |  |                     
|--- |  | ----------------------------------------------------------------------------------- |  | --------------------
|    |  |                                                                                    
|By: |  | Prudential Securities Futures Management Inc.A Delaware corporation, Managing Owner |  |                     
|    |  |                                                                                    
|    |  | By: /s/ Alex H. Ladouceur                                                           |  | Date: March 29, 2004
|    |  |                                                                                     |  |                     
|    |  | Alex H. Ladouceur Chairman of the Board of Directors and
Director                   |  |                     
|    |  |                                                                                    
|    |  | By: /s/ Brian Martin                                                                |  | Date: March 29, 2004
|    |  |                                                                                     |  |                     
|    |  | Brian Martin President and Director                                                 |  |                     
|    |  |                                                                                    
|    |  | By: /s/ Ronald J. Ivans                                                             |  | Date: March 29, 2004
|    |  |                                                                                     |  |                     
|    |  | Ronald J. Ivans Treasurer and Chief Financial Officer (chief
accounting officer)    |  |                     
|    |  |                                                                                    
|    |  | By:                                                                                 |  | Date: March 29, 2004
|    |  |                                                                                     |  |                     
|    |  | Richard H. Hulit Senior Vice President and
Director                                 |  |                     
|    |  |                                                                                    
|    |  | By: /s/ Guy S. Scarpaci                                                             |  | Date: March 29, 2004
|    |  |                                                                                     |  |                     
|    |  | Guy S. Scarpaci Director                                                            |  |                     



12