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 September 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 September 30, 1999 there were 38,979,372 Trust Units of Beneficial Interest outstanding.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CITY INVESTING COMPANY LIQUIDATING TRUST
Statements of Income
Third Quarter and Nine Months ended September 30
(Unaudited)

	Third Quarter		Nine Months
($ in thousands, except per unit data)	1999	1998	1999	1998
Gains (losses) on dispositions of assets, net	$0	$20	$(29)	$(68)
Interest, dividend and other income	888	852	2,503	2,654
Total income	888	872	2,474	2,586
Administrative expenses	39	38	179	180
Net Income	$849	$834	$2,295	$2,406
Net Income Per Unit	$0.02	$0.02	$0.06	$0.06
Outstanding units	38,979	38,979	38,979	38,979

Balance Sheets

	(Unaudited) September 30,	December 31,
($ in thousands)	1999	1998
Assets
Cash and cash equivalents	$54	$87
U.S. Treasury Bills	67,164	64,837
Restricted funds	4	3
Investments	609	609
Real estate	4,617	4,617
Total assests	$72,448	$70,153
Liabilities and trust equity Trust equity	$72,448	$70,153
Total liabilities and trust equity	$72,448	$70,153

See accompanying notes to financial statements.


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CITY INVESTING COMPANY LIQUIDATING TRUST
Statements of Cash Flows
Nine Months ended September 30
(Unaudited)

($ in thousands)	1999	1998
Cash flows from operating activities:
Net income	$2,295	$2,406
Adjustments to reconcile net income to net cash used for operating activities:
Gain on sale of real estate	0	(20)
Interest income earned on investment in U.S. Treasuries	(2,409)	(2,444)
Net cash used for operating activities	(114)	(58)
Cash flows from investing activities:
Proceeds from sale of real estate	0	31
Maturities of investment securities	50,848	47,770
Purchases of investment securities	(50,766)	(50,838)
Restricted funds, net	(1)	2,965
Net cash provided by (used for) investing activities	81	(72)
Net decrease in cash and cash equivalents	(33)	(130)
Cash and cash equivalents at beginning of year	87	243
Cash and cash equivalents at end of period	$54	$113

Statements of Changes in Trust Equity
Nine Months ended September 30
Unaudited

($ in thousands)	1999	1998
Balance at December 31	$70,153	$66,989
Net income	2,295	2,406
Balance at September 30	$72,448	$69,395

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 September 30, 1999 financial statements for the City Investing Company Liquidating Trust (the "Trust") are unaudited. 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 certain 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:

	September 30, 1999			December 31, 1998
($ in thousnads)	Carrying Value	Cost	Fair Value	Carrying Value	Cost	Fair Value
U.S. Treasury Bills maturing within one year	$67,164	$67,164	$68,730	$64,837	$64,837	$66,621

The gross unrealized gains on investment securities at September 30, 1999 and December 31, 1998, are $1,566 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 September 30, 1999 and December 31, 1998 represent a rent deposit of $4 and $3, respectively.

Note 7 - Investments

Investments are as follows:
($ in thousands)	September 30, 1999	December 31, 1998
Global Bancorporation	$582	$582
Oklahoma Energy Corp	27	27
Total investments	$609	$609

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. 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 September 30, 1999 and December 31, 1998, the fair market value of the Oklahoma Energy stock, based on quoted market prices, was $112 and $176, 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. 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 $20 on a sale of approximately one-half of one per cent of the real estate during the third quarter of 1998.

Approximately $187 allocable to the Trust is currently held in escrow in accordance with an Earnest Money Contract. The Contract, which has been amended three times, currently permits a closing as late as January 30, 2000, 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 bearing interest at 8 percent.

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.

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 an issue 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. This issue is currently pending before the Tax Court of the United States. This issue, 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 $849 ($0.02 per unit) in the third quarter of 1999 and net income of $2,295 ($0.06 per unit) in the nine-month period ended September 30, 1999, compared with $834 ($0.02 per unit) and a net income of $2,406 ($0.06 per unit) in the corresponding 1998 periods. In the third quarter of 1998, a gain on disposition of assets of $20 was attributable to the sale of approximately one-half of one per cent of the Trust's real estate. The losses on dispositions of assets, net, reflect losses of $29 in the nine-month period of 1999 and $68 in the nine-month period of 1998 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 $888 and $2,503 in the third quarter and nine months ended September 30, 1999, and $852 and $2,654 in the corresponding 1998 periods. The decrease in the nine-month period of 1999 was due to the decrease in yield on investment securities compared to the 1998 period. Administrative expenses were $39 and $179 for the third quarter and nine months of 1999, compared with $38 and $180 for the comparable 1998 periods.

At September 30, 1999, the Trust had cash and cash equivalents and U. S. Treasury Bills of $67,218. 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 with the advent of the Year 2000. 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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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 thereby 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.
(b)	Reports on Form 8-K: The Registrant was not required to file a Current Report on Form 8-K during the quarter ended September 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: November 3, 1999	By: LESTER J. MANTELL Trustee

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