UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~January 21~~March 2, 2009

Date of Report (Date of Earliest Event Reported)

WORLD MONITOR TRUST II – SERIES D

(Exact name of Registrant as Specified in its Charter)

Delaware

000-32685

13-4058318

(State or other Jurisdiction

of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

900 King Street, Rye Brook, New York 10573

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (914) 307-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0301 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement

~~Preferred~~Effective ~~Investment~~close ~~Solutions~~of business ~~Corp.~~on ~~(“Preferred”)~~March 31, ~~the~~2009, ~~managing owner of~~ World Monitor Trust II – Series D (“Registrant”), ~~entered~~will ~~into~~become ~~the~~a ~~Fifth~~member ~~Amended and Restated Declaration~~ of ~~Trust~~WCM ~~and~~Pool ~~Trust Agreement~~LLC ~~dated~~(“WCM ~~January 21~~Pool”), ~~2009~~a byDelaware ~~and~~limited ~~among~~liability ~~Preferred~~company, ~~Wilmington~~and ~~Trust~~a ~~Company~~party ~~and~~to ~~Registrant~~WCM Pool’s Organization ~~Unitholders~~Agreement. toWCM ~~reflect~~Pool awas ~~change~~formed inas ~~Registrant’s~~a ~~redemption~~means ~~procedure.~~of Inconsolidating ~~particular,~~the ~~beginning~~commodity oninterest ~~March~~trading 1,of ~~2009~~its members, ~~redemptions~~including Registrant. Registrant will ~~only be~~contribute ~~permitted~~all onof ~~the~~its ~~last~~assets ~~business~~to ~~day~~WCM ofPool ~~each~~in ~~month~~exchange ~~end,~~for ~~following~~a ~~proper~~limited ~~notice~~liability tocompany interest ~~Preferred~~therein.

WCM Pool is party to the Trading Advisor Agreement with Winton Capital Management Limited (“Winton”), a company registered in England and Wales, whereby effective January 1, 2007, Winton began managing the assets of WCM Pool (including those contributed to it by Registrant as of close of business on March 31, 2009) in accordance with Winton’s Diversified Program.

Item 1.02

Termination of a Material Definitive Agreement

Effective close of business on March 31, 2009, Registrant will withdraw as a member of WMT Campbell Pool L.L.C. and will no longer have Campbell & Company Inc. manage its assets. As discussed above in Item 1.01, Registrant intends to allocate all of its assets to Winton’s Diversified Program through an investment in WCM Pool.

Item 8.01

Other Events

Attached hereto as Exhibit 99.5 is the letter to investors dated March 2, 2009 informing them of the items set forth above.

Item 9.01 Financial Statements and Exhibits

(d) ~~Exhibits~~ Exhibits.

Exhibit No.		Description
3.4		Fifth Amended and Restated Declaration of Trust and Trust Agreement dated January 21, 2009
10.1		WCM Pool LLC Organization Agreement dated November 20, 2006
99.3		Letter to Investor dated January 21, 2009
10.2		Amendment No.1 to WCM Pool LLC Organization Agreement dated March 30, 2007
10.3		Amendment No. 2 to WCM Pool LLC Organization Agreement dated March 31, 2009
10.4		Advisory Agreement by and among WCM Pool LLC, Preferred Investment Solutions Corp. and Winton Capital Management Limited dated November 20, 2006
99.5		Letter to Investor dated March 2, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant in the capacity indicated on ~~January~~March 212, 2009.

	WORLD MONITOR TRUST II – SERIES D	~~WORLD MONITOR TRUST II – SERIES D~~
	(Registrant)	~~(Registrant)~~
	By:	~~By:~~Preferred Investment Solutions Corp.,its Managing Owner	~~Preferred Investment Solutions Corp., its Managing Owner~~
Date: January 21, 2009		By:	/s/ Lawrence S. Block
Date: March 2, 2009	By:	/s/ Lawrence S. Block
			Name:	Lawrence S. Block
		Name: Lawrence S. Block
			Title:	Senior Vice President and General Counsel
		Title: Senior Vice President and
		General Counsel

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