20549-0409



November 10, 2004



Mr. Marc S. Goodman
Preferred Investment Solutions Corporation
Two American Lane
Greenwich, Connecticut 06830

Re:	World Monitor Trust III
	Registration Statement on Form S-1, filed on October 8, 2004
	File No. 333-119612

Dear Mr. Goodman:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. Please revise your document significantly to bring it within the
guidelines of Plain English. We note, for example, that your cover
page is greater than one page in length, that you have defined terms
throughout your document, and that you have embedded lists in various
places. Please see Items 421(b) and (d) of Regulation C, as well as
Staff Legal Bulletin 7A.
2. In connection with the above comment, it is not clear why you
refer to World Monitor Trust III as the "Fund" since such term is not
part of the pool`s name, nor is the pool a mutual fund registered
under the Investment Company Act of 1940.  Please revise to refer to
the pool by its name or a variation of its name.
3. Please revise throughout the prospectus to provide disclosure
substantially similar to the disclosures that would be required by
Industry Guide 5 if real estate limited partnership units were being
registered. For example, your revisions should include disclosure of
the fees and expenses payable to the managing owner and its
affiliates in the tabular format contemplated by Item 4 of Guide 5,
together with estimates of the total amount of each fee and expense
to the extent reasonably practicable, a narrative discussion under an
appropriate major heading of the managing owner and its affiliates`
experience over the past ten years similar to that required by Item
8.A of Guide 5, which includes such information as a description of
any major adverse business developments and conditions that were
experienced.
4. Please provide us with a complete copy of any sales material which
includes all illustrations and other inserts in the form you expect
to distribute to investors in accordance with Release No. 33-6900 and
by analogy to Item 19D of Guide 5.  We may have further comment after
we receive your materials.
5. Please provide a Management`s Discussion and Analysis (MD&A)
section within the registration statement prepared in accordance with
Item 303 of Regulations S-K and specifically include the disclosures
related to the following: 1) liquidity and capital resources, 2) off-
balance sheet arrangements, and 3) a tabular disclosure of
contractual obligations. Refer to FR-72 for the Commission`s guidance
regarding management discussion and analysis of financial condition
and results of operations.
6. In addition, please provide a discussion of what you expect to be
your most critical accounting policies, which should include what you
believe to be your most difficult and judgmental estimates, the most
important and pervasive accounting policies used, and the areas most
sensitive to material change from external factors. Refer to FR-60.
7. Please supplementally confirm to us, if true, that all units
redeemed or otherwise re-acquired by the trust will not be re-issued
to other investors.  If you do intend to re-issue redeemed or re-
acquired units, please tell us supplementally how you intend to
register those re-issuances under the Securities Act.
8. We note that investors will be entitled to exchange their units in
one series for units in a different series, so long as the exchange
is for the same class of units.  In addition, we refer to your
statement that such an exchange will be treated as a redemption of
one unit and the subsequent sale of a separate unit, except that no
redemption fees would be charged.  Please supplementally confirm to
us what exemption from registration you will rely upon in connection
with the exchanges.
9. Please summarize, immediately following the cover page, the
suitability standards that investors must meet in order to invest in
this offering.  In addition, if suitability standards in individual
states in which you intend to offer your units differ from these
standards, please summarize the suitability standards of such states.
10. Please advise us supplementally whether the managing owner or its
affiliates can purchase units in the offering so as to reach the
minimum subscription. If so, please also disclose this fact on the
cover page of the prospectus and in the prospectus summary.
11. Please revise to indicate the factors considered in determining
the offering price. Refer to Item 505 of Regulation S-K.
12. We note that you propose to offer units in three series - G,H and
I - as well as two classes within each series (Class I and II units).
Please revise the facing page to indicate each security that you are
registering and revise the facing page and cover page of the
prospectus to allocate the number of shares being registered for each
series as well as each class within each series.  Please be aware
that all shares being registered must be allocated to a specific
series and class.
13. Please revise your outside cover page to reflect the respective
series in the fee table. When you revise, please indicate which
paragraph of Rule 457 you relied upon for calculation of the
registration fee.
14. Refer to the disclosure concerning your share redemption program
on pages 71-72.  Supplementally, please provide a detailed analysis
regarding the applicability of the tender offer rules to the share
redemption program.  Specifically, in your analysis please address
your intention to redeem shares without any limit on the percentage
of shares you may redeem and the fact that the redemptions will not
be conducted pro rata.  Refer to Rule 13e-4 and Regulation 14E of the
Exchange Act.

Prospectus Cover Page
15. Please confirm that your cover page will be one page only.  We
refer to Item 501(b)(3) of Regulation S-K.  Please revise to remove
information not required by Item 501, Guide 5 or the Part 4 Rules
promulgated by the CFTC.
16. Please disclose, in the header, the minimum and maximum number of
units being offered for each series and each class within each
series.  In connection with this, please briefly describe what Class
I and Class II units are.
17. Please revise to briefly define what constitutes a "best efforts"
offering.
18. Please disclose the termination date of the registered offering.
Refer to Item 501(b)(8)(iii).
19. We note your statement in the first footnote to the table on the
bottom of the cover page stating that should you not reach the
minimum offering for any of the series, money tendered by subscribers
will be returned without penalty together with interest "within 10
days or as soon thereafter as practicable."  Please be aware that
pursuant to Rule 10b-9(a)(1) any funds should be returned promptly.
We do not agree that 10 days is consistent with Rule 10b-9, and the
qualification included in this footnote casts doubt about whether
funds would even be returned within this time period.  Please revise
accordingly.
20. Please revise the first cover page risk factor to clarify whether
there is a limitation on the amount to which each fund may be
leveraged.
21. Please revise the cover page risk factors to include the risk
resulting from conflicts of interest, including a brief description
of the nature of the conflicts and the identity of the parties to the
conflicts. Please also revise your summary risk factors to address
risks associated with conflicts of interest. When you revise, please
clarify that you have no formal procedure to resolve conflicts. We
note your disclosure on page 73.
22. Please revise the cover page risk factors to include the risk
related to forwards, swaps, hybrids, and other derivatives not
subject to CFTC regulation.
23. As one of your cover page risk factors, please briefly quantify
the fees that you will be required to pay.  Please also disclose, if
true, that the managing owner has the authority to substantially
increase the amount of those fees without the approval of the limited
partners.
24. Please advise us supplementally under what circumstances the
managing owner may extend the offering period up to ninety days.
25. Since this is not a firm commitment underwritten offering, it is
not appropriate to highlight the Managing Owner at the bottom of the
cover page.  Please revise.  We note that the Managing Owner is
referenced in the second paragraph of the cover page.

Commodity Futures Trading Commission Risk Disclosure Statement - page
iii
26. Please revise to delete the references to public reference
facilities in Chicago and New York, because they are no longer in
operation.

Summary
27. Your summary contains detailed information about the pool and the
advisors you intend to utilize that is more appropriate for the body
of the prospectus.  Please limit your summary to the most significant
aspects of the pool and your offering.  In connection with this,
please revise to remove repetitive disclosure found within the
summary section.
28. We note that you have included a significant number of cross-
references in the forepart of the prospectus.  This indicates that
the presentation could be better organized.  Please reduce your
reliance on cross-references, especially in the summary and risk
factors sections of the prospectus and on the prospectus cover page.
29. It is inappropriate to qualify in entirety one section of your
prospectus to the remaining body of the prospectus. Please revise.
30. Please revise to include an organizational diagram of World
Monitor Trust III which includes the ownership percentages and
material relationships among the entities pictured.
31. Please revise to include summary disclosure addressing reports to
unit holders. Please refer to Guide 5, Item 15.

Overview - page 2
32. It is not clear what the purpose of this section is since it
contains only cross-references to other portions of the prospectus.
A reliance on cross-references indicates that the prospectus could be
better organized.  Please revise to remove the cross-references and,
if necessary, revise the summary to briefly include the information
referenced under this heading.

Risk Factors - page 2
33. Please expand the initial summary risk factor to clarify that
your lack of operating history is a risk to investors because
investors have no performance history to serve as the basis for
evaluating an investment in the fund.
34. Please revise to include summary risk factor disclosure
addressing the fact that the managing owner may at any time and in
its sole discretion select and allocate the fund`s assets to
commodity trading advisors other than those named within the
prospectus, and investors will have to rely on the ability of the
managing owner to select such additional advisors.
35. Please revise Risk Factor Four to succinctly quantify the
"substantial charges" and "significant profits" you reference. Please
clarify, if true, that you may never achieve profits, significant or
otherwise.

The fund and its objective - page 3
36. Please disclose the number of public pools run by the managing
owner.



The Advisors - page 3
37. Please revise your disclosure to specifically indicate which
programs conduct technical, systematic, fundamental and discretionary
trading programs.

Who may subscribe - page 5
38. Please revise to convey that some states may require a greater
investment, naming each state and quantify the minimum amount that
exceeds your stated minimum initial investment of $5,000.

How to Subscribe - page 6
39. This disclosure appears to be redundant of disclosure included
under "How to Subscribe" on page 5. Please revise to combine the
disclosures.

Escrow of Funds - page 6
40. Please revise to indicate the time frame within which escrowed
funds will be returned to investors in the event you do not meet your
minimum subscription. Please also disclose any fees or other amounts
that will be deducted from the amounts returned.

Fees and Expenses - page 7
41. Please revise your fee disclosure to provide disclosure in
tabular format in addition to the narrative disclosure you have
included. The table should include a full explanation of each fee
category, the nature of such fee, who specifically receives each fee
and how the fee is calculated.

Tax status of each series, page 9
42. We note your statement that counsel has opined that each of the
series "will be" properly classified as a partnership and that they
"will not be" treated as publicly traded partnerships.  It is not
clear why these statements are made in the future tense since the
partnerships have been formed and counsel has provided such an
opinion to the pool.  Please revise or advise.

Breakeven Table - page 10
43. Please revise to include redemption fees that certain investors
may incur if they redeem their units during the first year.  If you
do not believe that this information is required or is impracticable
to disclose, please tell us why in your response letter.  In
addition, please tell us why you have not included any incentive
fees.
44. We note that, for purposes of the break-even table, you are
assuming that 100 percent of the cash will earn interest income.
However, on page 68 you indicate that each series will receive 80% -
100% of interest income on its assets.  Please revise why you are
assuming 100% here.

The risks you face - page 12
45. Please revise your risk factor subheadings so that each one
conveys the specific risk to you.  Currently, some of your
subheadings merely state a general risk or a fact about your
business.  We note the following examples:

* Possible total loss of an investment.
* Speculative and volatile Markets; Highly leveraged trading.
* Fees and commissions are charged regardless of profitability and
are subject to change.
* Importance of market conditions to profitability.
* No assurance of advisors` continued services.
* Possible illiquid markets.
* No series of the Fund acquires any asset with intrinsic value.
* Non-correlated, not negatively correlated, performance objective.
* Conflicts of interest.
* Failure of brokerage firms; default by clearing broker.

Speculative and Volatile Markets; Highly Leveraged Trading - page 12
46. Please revise to clarify, if true, that even a small movement in
price could cause large losses for the fund.
47. Please quantify the maximum amount of leverage that each series
may incur.  In addition, please quantify the maximum amount of
notional funds that the Managing Owner may allocate to the advisors.

Fees and commissions are charged regardless of profitability and are
subject to change - page 12
48. Please revise to briefly quantify the significant charges you
reference in the first sentence.

Importance of market conditions to profitability - page 12
49. Please revise to specify the advisors who will use technical,
trend-following methods.



Discretionary trading strategies may incur substantial losses - page
12
50. Please revise to specify which traders may implement
discretionary-trading strategies. When you revise, please explain
fully the meaning of discretionary trading.

Decisions based upon fundamental analysis may not result in
profitable trading - page 13
51. Please revise to specify which traders may implement fundamental
analysis.

Increase in assets under management may affect trading decisions -
page 13
52. Please revise to specify which advisors are managing equity that
is at an all time high. When you revise, please quantify the amount
of equity under management.

No assurance of advisors` continued services - page 13
53. To more fully address the risk you have identified, please revise
to briefly indicate the nature of the agreements you have with your
advisors, identifying the conditions under which they could be
terminated.

Limited ability to liquidate your investment - page 13
54. Please revise to quantify the redemption charges to which Class I
Units would be subject if redeemed prior to the first anniversary.

Possible Illiquid Markets - page 13
55. Indicate, as applicable, the extent to which trading advisors
have encountered illiquid situations in the past and whether they
specifically experienced illiquidity in the emerging markets or
mortgage-backed securities markets.

Conflicts of Interest - page 14
56. Please revise this risk factor to identify and discuss all
conflicts of interest and the risks proceeding from the identified
conflicts.  In addition, please disclose that the Managing Owner has
not established any formal procedures on how to resolve conflicts of
interest.

Trading on commodity exchanges outside the United States is not
subject to U.S. regulation, page 14
57. Please revise this risk factor to tailor it to the programs in
which you intend to allocate investor funds.  In connection with
this, please quantify the portion or range of assets traded on
exchanges outside the United States.

Failure of brokerage firms; default by clearing broker - page 15
58. The disclosure in paragraph 2 appears sufficiently material to
warrant a separate risk factor heading to identify the risk. Please
revise.  As part of this risk factor, please discuss the fact that
the advisors must rely on the creditworthiness of the counterparty in
forwards trading since there is no clearing broker.

The Series and Their Objectives, page 16
59. Where you discuss the ability, through leverage, to increase
trading profits, please also disclose that leverage can lead to
greater losses as well.  Similarly, where you indicate that the fact
that the funds are non-correlated to other assets means that it can
generate profits during rising and falling markets, please also
disclose that, for the same reason, it can generate losses in both
rising and falling markets.

The Advisors - page 19
60. We note your statement that the description of the Advisors and
their trading methods and strategies is "general and is not intended
to be exhaustive." Please revise to confirm that your description
addresses all material aspects of the advisors and their trading
methods and strategies.

Graham Capital Management LP
61. Please limit your discussion of the trading methods to the
program that Graham Capital will trade on behalf of the Fund.
Discussions of the other programs run by Graham Capital do not appear
to be material to an investment in World Monitor Trust III.

Risk Control Techniques - page 21
62. Please revise paragraph 4 to indicate why trading methods
typically are "black boxes."

Graham Capital Management - page 25
63. Please revise to indicate the ages for each of the identified
principals of Graham Capital Management LP.

Bridgewater Associates, Inc. - page 38
64. Please revise to specifically provide disclosure with respect to
the program you will trade on behalf of the fund, Aggressive Pure
Alpha, Futures Only.  In connection with this, please remove your
discussion of technical trading systems since, per your disclosure on
page 21, this program is a fundamental trading program.
65. Please revise to include an approximate breakdown of the
allocation of assets among the sectors you have included.

Eagle Momentum Program - page 61
66. Please revise to include an approximate breakdown of the
allocation of assets among the sectors you have included.

Use of Proceeds - page 68
67. Please revise to present your use of proceeds disclosures in a
tabular format substantially similar to that required by Item 3.B and
Appendix I to Guide 5.  Your use of proceeds table should include,
among other things, organization and offering expenses and fees or
commissions to be paid in connection with the trading program.

Charges - page 69
68. Please revise to include a chart comparing the percentages and
dollar amounts of all fees and expenses that will payable with
respect to each sub-class of each series so that investors will be
able to compare the fees and expenses to be incurred in connection
with one sub-class of units with those to be incurred will all other
sub-classes of units.
69. Please revise this section to remove embedded lists which hinder
an investor`s ability to read and understand the disclosure.
Consider using bullet points instead. Please note that this comment
also applies to your Material Contracts section beginning on page 84.

Selling Agents - page 74
70. Please revise to quantify the substantial initial, ongoing, and
trailing commissions the selling agents will receive. When you
revise, please define "trailing commissions."










World Monitor Trust III- Notes to Consolidated Financial Statements,
page 105

General
71. In amended filings, please include a detailed revenue recognition
policy including how you will record the purchase and sale of futures
contracts, forward contracts and other derivative transactions. Refer
to Rule 4-08(n) of Regulation S-X.
72. Please confirm that you have disclosed all transactions with
related parties in accordance with Rule 4-08(k) of Regulation S-X.
73. Please disclose any current or projected concentrations of credit
risk as required by paragraphs 20 through 24 of SOP 94-6 including
the risk of any counterparty non-performance on futures or other
derivative contracts.
74. Include disclosures related to the impact of recently issued
accounting standards and what you believe to be their impact on the
financial position and results of operations of the Company. Refer to
SAB 74. This comment also relates to the notes to the consolidated
financial statements of Preferred Investment Solutions Corp.

Preferred Investment Solutions Corp. (formerly Kenmar Advisory
Corp.)-Statement of Financial Condition, page 118
75. Please provide an audited balance sheet as of the end of the most
recent fiscal year end (June 30, 2004).

Preferred Investment Solutions Corp. (formerly Kenmar Advisory
Corp.)-Notes to Consolidated Financial Statements

Note 7-Related Party Transactions, page 116
76. In light of the significance of the related receivable balances,
please advise us why you have not include audited balance sheets, as
of the most recent fiscal year end, for Kenmar Management Ltd. and
Kenmar Holdings, Inc. (the Parent). In addition, as Kenmar Investment
Partners has been providing working capital advances to Preferred
Investment Solutions Corp, please explain to us the consideration you
gave to providing an audited balance sheet for that entity (Kenmar
Investment Partners) as of the most recent fiscal year end.

Exhibit 1.1-Selling Agreement
77. We note that your proposed maximum aggregate offering price is
$300,000,000, but that your selling agreement relates to $150,000,000
units of beneficial interest. Please revise to address the apparent
discrepancy, or advise us why you believe no revision is needed.

Exhibit 5.1-Opinion of Richards, Layton & Finger
78. We note that counsel states on page 2 that it has examined the
registration statement "to be filed" with the Commission.  Please
have counsel revise the opinion to indicate that it has reviewed the
registration statement that was filed, as well as any amendment
thereto.
79. Please revise paragraph 3 on page 2 to specifically opine on the
units of beneficial interest being registered.  The term "interests`
does not appear to be a defined term in the opinion or the
registration statement.
80. We refer to the qualification (vi) on page 3 of the draft
opinion.  It is not clear why counsel must assume that the dollar
amount of the interests issued will not exceed the maximum amount of
units that may be issued pursuant to the registration statement and
Trust Agreement.  This casts doubt as to the legality of the units
being offered.  Please have counsel remove this assumption.

Exhibit 8.1
81. It is not clear what the opinion filed as Exhibit 8.1 refers to.
It appears to be a legal opinion, not a tax opinion.  Please advise.

General

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this request
at least two business days in advance of the requested effective
date.

You may contact Jay Spinella at 202-942-7323 or Linda Van Doorn at
202-942-1960 if you have questions regarding comments on the
financial statements and related matters.  Please contact Paul
Fischer at 202-942-1903 or the undersigned at 202-942-2987 with any
other questions.


Sincerely,



Owen Pinkerton
Senior Attorney



cc:	Michael J. Schmidtberger, Esq.
	by facsimile,  212-839-5599



World Monitor Trust III
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