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, 1999 there were 38,979,372 Trust Units of Beneficial Interest outstanding.

Item 1. Financial Statements

See accompanying notes to financial statements.
 
 
 
 

Note 1 - Organization

The March 31, 1999  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; certain expenses are recognized when paid rather than when the obligation is incurred; and assets are reflected at their tax basis.

Note 3 - Gains (Losses) on Dispositions of Assets

Gains (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. Treasury Bills with maturities of less than one year and are carried at cost. The fair value of U.S. Treasuries is based on quoted market prices. Investment securities consist of the following:
 

The gross unrealized gains on investment securities at March 31,1999 and December 31, 1998, are $1,718 and $1,784, respectively.
 
 
 
 

Note 6 - Restricted Funds
 

Note 7 - Investments
 

The Trust holds 3,108,105 shares of Oklahoma Energy Corp., previously known as Cayman Resources Corporation common stock, which are carried at their tax basis. At March 31, 1999 and December 31, 1998, the fair market value of the Oklahoma Energy stock, based on quoted market prices, was $188 and $176, respectively. The Trust holds 10,000 shares of Global Bancorporation which are carried at their tax basis. It is currently projected that a final liquidating distribution will be received by the Trust in respect of those Global Bancorporation shares in the amount of $20.

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. The Trust now holds an undivided interest in the property classified as real estate, which is valued at the January 2, 1990 fair market value. The Trust realized a long term gain of $81 on two 1996 sales of approximately two per cent of the real estate. The Trust realized a long term gain of $20 on a sale of approximately one-half of one percent of the real estate during the third quarter of 1998.

During 1998, a Geophysical Option Agreement was executed to sell oil and gas leases on the property. The Agreement provided the Trust with $87 of income. In April 1999, 212 acres were leased and the Trust received an additional $14.

On October 27, 1998, $47 allocable to the Trust was paid into escrow in accordance with an Earnest Money Contract. The Contract, which has been amended twice, currently permits a closing as late as October 23, 1999, at which 37 per cent of the acreage would be purchased for $2,643 cash allocable to the Trust. With respect to the remaining acreage, the contract provides for a cash down payment of approximately $468 allocable to the Trust, and a non-recourse promissory note of $3,667 allocable to the Trust payable in five annual installments at 8 percent interest.

Note 9 - Litigation and Other Contingent Liabilities

In accordance with the Trust Agreement, the Trust has assumed the obligation to make payments, where required, to discharge certain 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. One of these issues is currently pending before the Tax Court of the United States. 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.

Lease  Commitment.  The Trust leases office space on a month-to-month basis with a monthly rental payment of $2.

Note 10 - Future Distributions of Trust Assets

The existence of the contingent liabilities referred to in Note 9 may affect the timing of future distributions of Trust assets.

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 $687 ($0.02 per unit) in the quarter ended March 31, 1999, compared to net income of $709 ($0.02 per unit) in the first quarter of 1998. The losses on the dispositions of assets, net, reflect losses of $13 in the first quarter of 1999 and $65 in the first quarter of 1998 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 $786 in the first quarter of 1999, compared with $867 in the first quarter of 1998. The decrease in the 1999 period was due to the decrease in yield on investment securities compared to the 1998 period. Administrative expenses were $86 and $93 in the first quarters of 1999 and 1998, respectively.

At March 31, 1999, the Trust had cash and cash equivalents and U. S. Treasury Bills of $65,611. The Trustees believe that such cash resources and investment securities are sufficient to meet all anticipated liquidity requirements.
 

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, 1998 is incorporated by reference herein. There have been no material developments in such legal proceedings subsequent to the date of that information.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 

(a)	Exhibits: 1. 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, 1999.

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 20, 1999	By:
		Lester J. Mantell, Trustee