FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549




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


For the Quarterly Period Ended March 31, 1997


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 0-13881


CITY INVESTING COMPANY LIQUIDATING TRUST


(Exact name of registrant as specified in its charter)

DELAWARE
(State of organization)

13-6859211
(I.R.S. Employer Identification No.)

99 UNIVERSITY PLACE, 7TH FLOOR
NEW YORK, NEW YORK

(Address of principal executive offices)
10003-4528
(Zip Code)

Registrant's telephone number, including area code: (212) 473-1918

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 and (2) has been subject to such filing requirements for the past 90 days.

Yes _X_ No ___

At March 31, 1997 there were 38,979,372 Trust Units of Beneficial Interest outstanding.



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CITY INVESTING COMPANY LIQUIDATING TRUST
Statements of Income
Three Months Ended March 31





(in thousands, except per unit data) 1997 1996


Losses on dispositions of assets, net
$(94) $(6)
Interest, dividend and other income 504 1,676

Total income 410 1,670
Administrative expenses 72 80


Net Income $338 $1,590


Net Income Per Unit $0.01 $0.04


Outstanding units 38,979 38,979


Balance Sheets


March 31, December 31,
($ in thousands) 1997 1996


Assets
Cash and cash equivalents $58 $78
Investment securities 56,588 56,438
Restricted funds 3,959 3,751
Investments 609 609
Real estate 4,628 4,628


Total assests $65,842 $65,504


Liabilities and Trust Equity
Trust equity

$65,842

$65,504


Total liabilities and trust equity $65,842 $65,504

See accompanying notes to financial statements.


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CITY INVESTING COMPANY LIQUIDATING TRUST
Statements of Cash Flows
Three Months Ended March 31





($ in thousands) 1997 1996


Cash flows from operating activities:
Net income $338 $1,590
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
Interest income earned on investment in U.S. Treasuries (43) (1,493)

Net cash provided by operating activities 295 97

Cash flows from investing activities:
Maturities of U.S. Treasuries 14,107 28,236
Purchases of U.S. Treasuries (14,214) (27,892)
Restricted funds (208) (284)

Net cash (used for) provided by investing activities (315) 60

Net (decrease) increase in cash and cash equivalents (20) 157
Cash and cash equivalents at beginning of year 78 217


Cash and cash equivalents at end of period $58 $374




Statements of Changes in Trust Equity
Three Months ended March 31



($ in thousands) 1997
1996


Balance at December 31 $65,504 $62,557
Net income 338 1,590


Balance at March 31 $65,842 $64,147


See accompanying notes to financial statements.



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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements
($ in thousands)

Note 1 - Organization

The March 31, 1997 financial statements for the City Investing Company Liquidating Trust (the "Trust") are unaudited and subject to year-end adjustments. In the opinion of the Trustees, the interim financial statements reflect all adjustments necessary for a fair presentation of the financial position and income and expenses of the Trust as prepared on a Federal income tax basis. Results for interim periods are not necessarily indicative of results for the full year.

Note 2 - Basis of Accounting

The accompanying financial statements have been prepared on the basis of accounting used for Federal income tax purposes. Accordingly, certain revenue and the related assets are recognized when received rather than when earned; and certain expenses are recognized when paid rather than when the obligation is incurred.

Note 3 - Losses on Dispositions of Assets

Losses on dispositions of assets, net, include settlement costs and legal fees attributable to the disposition of assets incurred in connection with the defense of litigation against the Trust.

Note 4 - Trust Agreement

In accordance with the Trust Agreement, the Trust has assumed the obligation to make payments, where required, to discharge all litigation and other contingent liabilities of City Investing Company ("City") which existed on September 25, 1985.

Note 5 - Investment Securities

Investment securities consist of U.S. Treasuries with maturities of less than one year and are carried at cost. Investment securities consist of the following:



March 31, 1997
December 31, 1996




Carrying
Value

Cost
Fair
Value
Carrying
Value

Cost
Fair
Value
U.S. Treasuries
maturing within
one year
$56,588 $56,588 $58,066 $56,438 $56,438 $57,385


The gross unrealized gains on investment securities, at March 31, 1997 and December 31, 1996, are $1,478 and $947, respectively.


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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements (continued)
($ in thousands)


Note 6 - Restricted Funds

Restricted funds represent funds held in escrow in connection with the following:


March 31,
1997
December 31,
1996

City Investing Company Liquidating Trust
v. Continental Casualty
$3,956 $3,748
Other 3 3


Total restricted funds $3,959 $3,751


See Part II, Item 1., "Legal Proceedings," for further information.


Note 7 - Investments

Investments are as follows:


March 31,
1997
December 31,
1996


Cayman Resources Corporation $27 $27
Other investments 582 582


Total investments $609 $609


The Trust holds 3,108,105 shares of Cayman Resources Corporation ("Cayman") common stock, which are carried at their tax basis. At March 31, 1997 and December 31, 1996, the fair market value of the Cayman stock, based on quoted market prices, was $155 and $124, respectively.

Note 8 - Real Estate

Prior to January 2, 1990, the Trust held an undivided interest in a July 22, 1983 note received from Texas City Investment Company ("Texas City") in connection with a sale of land located in Galveston County, Texas. Texas City failed to fully pay the note in accordance with its terms. On January 2, 1990, the beneficial owners of the note (including the Trust) foreclosed on the property securing the note and the Trust now holds an undivided interest in the property. The Trust's interest in the property is classified as real estate in the accompanying financial statements and valued at the January 2, 1990 fair market value of $4,675, less $47, the carrying value of two parcels sold on April 15, 1996. The Trust realized a long term gain of $81 on the April 15, 1996 sale of approximately two per cent of the real estate.

Note 9 - Contingent Liabilities

In accordance with the Trust Agreement, the Trust has assumed the obligation to make payments, where required, to discharge all litigation and other contingent liabilities of City which existed at September 25, 1985. The Trust may have a contingent liability with respect to certain issues raised by the Internal Revenue Service upon audit of tax returns of City Investing Company filed with respect to periods ending on or before September 25, 1985. These issues, if resolved unfavorably to City, would result in a substantial liability. As other parties are primarily and jointly responsible for this contingent liability, the Trust is unable to estimate the ultimate cost, if any, of its exposure. The Trust also remains subject to possible claims by the United States Environmental Protection Agency and other third parties.

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CITY INVESTING COMPANY LIQUIDATING TRUST
Notes to Financial Statements (continued)
($ in thousands)



Note 10 - Dividend Restrictions

The existence of the contingent liabilities referred to in Note 9 may affect the timing of future distributions of Trust assets. In connection with the proceeding entitled Rolo and Tenerelli v. City Investing Company Liquidating Trust, et al., the Trust is unable to make any dividend payments or liquidating distributions without further judicial action.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

It is difficult to compare amounts in comparable periods, as the financial statements of the Trust are prepared on the basis of accounting used for Federal income tax purposes; that is, amounts are reflected in the financial statements when amounts are received or paid. The Trust recorded net income of $338 ($0.01 per unit) in the first quarter ended March 31, 1997, compared to net income of $1,590 ($0.04 per unit) in the first quarter of 1996. The losses on the dispositions of assets of $94 in the first quarter of 1997 and $6 in the first quarter of 1996 were principally attributable to legal fees incurred in connection with the defense of litigation against the Trust. Interest, dividend and other income, principally consisting of interest earned on the investment of cash equivalents and investment securities was $504 in the first quarter of 1997, compared with $1,676 in the first quarter of 1996. The decrease in the 1997 period was due to the timing of the recognition of interest income and a decrease in yield on investment securities compared to the 1996 period. Administrative expenses were $72 and $80 in the first quarter of 1997 and 1996.

At March 31, 1997, the Trust had cash and cash equivalents, investment securities and restricted funds of $60,605. The Trustees believe that such cash resources and investment securities are sufficient to meet all anticipated liquidity requirements.


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CITY INVESTING COMPANY LIQUIDATING TRUST


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


The information contained under Legal Proceedings in the Trust's Annual Report on Form 10-K for the year ended December 31, 1996 is incorporated by reference herein. Except as set forth below, there have been no material developments in such legal proceedings subsequent to the date of that information.

Income Tax Matters. The issue currently pending before the Tax Court of the United States as to which the Trust may have a contingent liability was the subject of a one-day trial on March 24, 1997. The Tax Court requested briefing on several issues and reserved decision on the matter.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits:
Exhibit 27 Financial Data Schedule.
(b)


Reports on Form 8-K:
The Registrant was not required to file a Current Report on Form 8-K during the quarter ended March 31, 1997.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



CITY INVESTING COMPANY LIQUIDATING TRUST



Date: April 18, 1997

By: LESTER J. MANTELL
Trustee



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