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 June 30, 1999


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 June 30, 1999 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
Second Quarter and Six Months ended June 30
(Unaudited)
Second Quarter
Six Months
($ in thousands, except per unit data) 1999 1998 1999 1998

Losses on dispositions of assets, net
 ($16) ($23) ($29) ($88)
Interest, dividend and other income 829 935 1,615 1,802
Total income 813 912 1,586 1,714
Administrative expenses 54 49 140 142

Net Income $759 $863 $1,446 $1,572

Net Income Per Unit $0.02 $0.02 $0.04 $0.04

Outstanding units 38,979 38,979 38,979 38,979

Balance Sheets

(Unaudited)
June 30, 		December 31,
($ in thousands) 1999 1998

Assets
Cash and cash equivalents $36 $87
U.S. Treasury Bills 66,333 64,837
Restricted funds 4 3
Investments 609 609
Real estate 4,617 4,617

Total assests $71,599 $70,153

Liabilities and trust equity
Trust equity
$71,599
$70,153

Total liabilities and trust equity $71,599 $70,153
See accompanying notes to financial statements.


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CITY INVESTING COMPANY LIQUIDATING TRUST
Statements of Cash Flows
Six Months ended June 30
(Unaudited)



($ in thousands) 1999 1998

Cash flows from operating activities:
Net income $1,446 $1,572
Adjustments to reconcile net income to
net cash used for operating activities:
Interest income earned on investment in U.S. Treasuries (1,545) (1,610)
Net cash used for operating activities (99) (38)
Cash flows from investing activities:
Maturities of investment securities 33,595 31,361
Purchases of investment securities (33,546) (34,449)
Restricted funds (1) 2,965
Net cash provided by (used for) investing activities 48 (123)
Net decrease in cash and cash equivalents (51) (161)
Cash and cash equivalents at beginning of year 87 243

Cash and cash equivalents at end of period $36 $82



Statements of Changes in Trust Equity
Six Months ended June 30
Unaudited

($ in thousands) 1999
 1998

Balance at December 31 $70,153 $66,989
Net income 1,446 1,572

Balance at June 30 $71,599 $68,561

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 June 30, 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; and 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. Treasuries 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:


June 30, 1999
December 31, 1998

($ in thousnads) Carrying
Value
Cost 		Fair
Value 		Carrying
Value
Cost 		Fair
Value
U.S. Treasuries
maturing within
one year 		$66,333 $66,333 $67,945 $64,837 $64,837 $66,621

The gross unrealized gains on investment securities at June 30, 1999 and December 31, 1998, are $1,612 and $1,784, respectively.


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


Note 6 - Restricted Funds

Restricted funds at June 30, 1999 and December 31, 1998 represent a rent deposit of $4 and $3, respectively.

Note 7 - Investments

Investments are as follows:
($ in thousands) June 30,
1999 		December 31,
1998

Oklahoma Energy Corp. $27 $27
Global Bancorporation 582 582

Total investments $609 $609

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 June 30, 1999 and December 31, 1998, the fair market value of the Oklahoma Energy stock, based on quoted market prices, was $159 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 per cent 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 and 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 agreed to enter into a one-year lease of office space that expires June 30, 2000 with a monthly rental payment of $2.

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


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 $759 ($0.02 per unit) in the second quarter of 1999 and net income of $1,446 ($0.04 per unit) in the six-month period ended June 30, 1999, compared to net income of $863 ($0.02 per unit) and net income of $1,572 ($0.04 per unit) in the corresponding 1998 periods. The losses on the dispositions of assets, net, reflect losses of $16 and $29 in the second quarter and six-month periods of 1999 and $23 and $88 in the respective 1998 periods attributable primarily 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 $829 and $1,615 in the second quarter and six months ended June 30, 1999, and $935 and $1,802 in the corresponding 1998 periods. The decrease in the second quarter and six-month period of 1999 was due to the decrease in yield on investment securities compared to the 1998 periods. Administrative expenses were $54 and $140 for the second quarter and six months of 1999, compared with $49 and $142 for the comparable 1998 periods.

At June 30, 1999, the Trust had cash and cash equivalents and U.S Treasury Bills of $66,369. The Trustees believe that such cash resources and investment securities are sufficient to meet all anticipated liquidity requirements.

An evaluation of the Trust's current computer systems, software and suppliers has been performed, revealing that the Trust has no meaningful Year 2000 Issue. The Year 2000 issue is the result of computer programs having been written using two digit dates rather than four to define an applicable year, which could result in system failures or miscalculations causing disruptions in the operations of the Trust and its suppliers. While the Trust believes the overall risks associated with Year 2000 Issue have been adequately addressed, there can be no guarantee that the Year 2000 Issue will not have a material adverse effect on the Trust and its operations.


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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, 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

Trust Units of Beneficial Interest. On July 8, 1999, the Trustees amended the Trust agreement to extend the existence of the Trust (and therefore the existence of the Trust Units) until the earlier of (a) the complete distribution of the Trust Estate or (b) September 25, 2000, unless an earlier termination is required by the applicable laws of the State of Delaware or by the action of the Beneficiaries as provided in Section 4.2 of the Trust Agreement or a later terminiation is required by the Trustees pursuant to Section 6.2 (q) of the Trust Agreement.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits:
1. Exhibit 27 Financial Data Schedule.
2. Action taken by Trustees under City Investing Company Liquidating Trust Agreement dated July 8, 1999.
(b)


Reports on Form 8-K:
The Registrant was not required to file a Current Report on Form 8-K during the quarter ended June 30, 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: July 15, 1999

By: LESTER J. MANTELL
Trustee



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EXHIBIT 1

ACTION OF TRUSTEES UNDER CITY INVESTING
COMPANY LIQUIDATING TRUST AGREEMENT


The undersigned , Trustees under the City Investing Company Liquidating Trust Agreement (the "Trust Agreement") dated September 25, 1985, by and between City Investing Company and the undersigned, hereby take the following action pursuant to Section 6.2 (q) of the Trust Agreement:

IN WITNESS WHEREOF, the undersigned have caused this action to be taken as of the 8th day of July 1999.

  ____________________________________
Geo. T. Scharffenberger
Trustee

____________________________________
Eben W. Pyne
Trustee

____________________________________
Lester J. Mantell
Trustee



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