SECURITIES AND EXCHANGE COMMISSION

                                              Washington, D.C. 20549
                                                    FORM 10-Q


[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the Quarterly Period Ended March 31, 2001



Or

[  ]     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 0-29120

                                    MICROCAP LIQUIDATING TRUST
                               (Successor to The MicroCap Fund, Inc.)
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                        (Exact Name of Registrant as Specified in its Charter)


New York                                                             13-7110611
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(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)


c/o Raymond S. Troubh
Ten Rockefeller Plaza, Suite 712
New York, New York                                                     10020
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(Address of Principal Executive Offices)                             (Zip Code)


Registrant's Telephone Number, Including Area Code:  (800) 821-0905


Not applicable
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


     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  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of the latest  practicable date. As of May 1, 2000 there were
2,427,281 units of beneficial interest outstanding.

<PAGE>
                                   MICROCAP LIQUIDATING TRUST
                             (SUCCESSOR TO THE MICROCAP FUND, INC.)
                                             INDEX


PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

Statements of Net Assets in Liquidation as of March 31, 2001 (Unaudited) and
December 31, 2000

Schedule of Portfolio Investments as of March 31, 2001 (Unaudited)

Statements of Operations for the Three Months ended March 31, 2001 and 2000
(Unaudited)

Statements of Changes in Net Assets for the Three Months ended March 31, 2001
and 2000 (Unaudited)

Statements of Cash Flows for the Three Months ended March 31, 2001 and 2000
(Unaudited)

Notes to Financial Statements (Unaudited)

Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations.

Item 3.       Quantitative and Qualitative Disclosure about Market Risk.


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings.

Item 2.       Changes in Securities.

Item 3.       Defaults upon Senior Securities.

Item 4.       Submission of Matters to a Vote of Security Holders.

Item 5.       Other Information.

Item 6.       Exhibits and Reports on Form 8-K.


<PAGE>
                               PART I - FINANCIAL INFORMATION


Item 1.       Financial Statements.

MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
STATEMENTS OF ASSETS AND LIABILITIES
<TABLE>
<S><C>

                                                                                   March 31, 2001        December 31,
                                                                                     (Unaudited)              2000
Assets

Portfolio investment at fair value (cost $1,937,500 as of
   March 31, 2001 and December 31, 2000)                                           $      250,000         $     250,000
Cash and cash equivalents                                                                 423,627               454,277
Accrued interest receivable                                                                 1,910                 2,502
   Total assets                                                                           675,537               706,779

Liabilities

Accounts payable and accrued expenses                                                      38,110              27,000
   Total liabilities                                                                       38,110                27,000

Net Assets in Liquidation                                                          $      637,427         $     679,779


Net assets in liquidation per Unit of beneficial interest                             $     0.26            $     0.28


Number of Units of beneficial interest outstanding                                     2,427,281           2,427,281

</TABLE>



See notes to financial statements.

<PAGE>
MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
SCHEDULE OF PORTFOLIO INVESTMENT (Unaudited)
As of March 31, 2001
<TABLE>
<S><C>
                                                                                                           Fair Value
                                                                                               Fair           % of
Issuer / Position                                                           Cost               Value         Net Assets(1)

Privately-Held Securities:

First Colony Coffee and Tea Company
106,562 shares of Series A1 Preferred Stock                            $      594,174       $    76,831
240,179 shares of Series B1 Preferred Stock                                 1,343,326           173,169

Total Portfolio Investment                                             $    1,937,500       $   250,000      39.22%

</TABLE>
(1)  Represents fair value as a percentage of the Trust's total net assets.





     See notes to financial statements.


<PAGE>
MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
<S><C>
                                                                                    Three Months              Three Months
                                                                                Ended March 31,              Ended March 31,
                                                                                        2001                      2000
Investment Income and Expenses

Income:
   Interest income                                                                 $        5,961           $        10,602
     Total income                                                                           5,961                    10,602

Expenses:
   Administrative expenses                                                                 19,571                    20,836
   Accounting fees                                                                         10,400                    10,175
   Trustee fees                                                                            12,750                    22,459
   Transfer agent and custodian fees                                                        4,892                     3,727
   Other operating expenses                                                                   700                       735
   Total expenses                                                                          48,313                    57,932

Net Investment Loss                                                                       (42,352)                  (47,330)

Net realized gain from portfolio investments                                                    -                   899,958
Change in net unrealized depreciation of investments                                            -                   195,000
Net realized and unrealized gain from portfolio investments                                     -                 1,094,958

Net (Decrease) Increase in Net Assets in Liquidation                               $      (42,352)          $     1,047,628

</TABLE>
See notes to financial statements.


<PAGE>
MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
<TABLE>
<S><C>
                                                                                      Three Months             Three Months
                                                                                     Ended March 31,      Ended March 31,
                                                                                          2001                     2000
Changes in net assets resulting from operations:

Net investment loss                                                                 $       (42,352)        $       (47,330)
Net realized gain from portfolio investments                                                      -                 899,958
Change in net unrealized depreciation of investments                                              -                 195,000
Net (decrease) increase in net assets resulting from operations                             (42,352)              1,047,628

(Decrease) increase in net assets in liquidation                                            (42,352)              1,047,628

Net assets in liquidation at beginning of period                                            679,779                 958,763

Net Assets in Liquidation at End of Period                                        $       637,427         $     2,006,391


Net assets per unit of beneficial interest                                               $     0.26               $    0.83

Number of units of beneficial interest                                                    2,427,281               2,427,281


</TABLE>
See notes to financial statements.

<PAGE>
MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
<S><C>
                                                                                      Three Months            Three Months
                                                                                     Ended March 31,         Ended March 31,
                                                                                          2001                    2000

Cash Flows Used For Operating Activities

Net (decrease) increase in net assets in liquidation                               $        (42,352)        $     1,047,628
Adjustments to reconcile net investment loss to cash
   used for operating activities:
Net realized gain from portfolio investments                                                      -                (899,958)
Change in net unrealized depreciation of investments                                              -                (195,000)
Increase (decrease) in liabilities                                                           11,110                  (5,402)
Decrease in accrued interest                                                                    592                   3,296
Cash flows used for operating activities                                                    (30,650)                (49,436)
Cash Flows Used For Investing Activities

Cost to exercise warrants                                                                         -                (653,125)
Net proceeds from the sale of portfolio investments                                               -               1,357,630
Cash flows from investing activities                                                              -                 704,505

Cash Flows Used For Financing Activities

Cash distributions paid                                                                           -                (970,912)
Cash flows used for financing activities                                                          -                (970,912)

Decrease in cash and cash equivalents                                                       (30,650)               (315,843)

Cash and cash equivalents at beginning of period                                            454,277               1,468,193

Cash and Cash Equivalents at End of Period                                          $       423,627         $     1,152,350



</TABLE>

See notes to financial statements.

<PAGE>
 MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
NOTES TO FINANCIAL STATEMENTS

1.     Organization and Purpose

     The  MicroCap   Liquidating  Trust  (the  "Trust"),   a  liquidating  trust
established  under the laws of the State of New York, is the successor entity to
The MicroCap Fund, Inc., formerly Commonwealth Associates Growth Fund, Inc. (the
"Fund").  The Fund, which was a Maryland corporation formed on January 26, 1993,
was a non-diversified,  closed-end management investment company and operated as
a business  development  company under the  Investment  Company Act of 1940. The
Fund's investment  objective was to achieve  long-term  capital  appreciation of
assets,  rather than current income,  by investing in debt and equity securities
of  emerging  and  established   companies  that  management   believed  offered
significant growth potential.

     Pursuant  to its Plan of  Liquidation,  which  was  approved  at a  special
meeting  of  shareholders  on July 23,  1996,  the Fund  transferred  all of its
remaining  assets and its  remaining  fixed and  contingent  liabilities  to the
Trust,  effective as of the close of business on February  24, 1997,  the Fund's
termination date.

     Also  effective  as of the close of  business  on February  24,  1997,  the
2,188,085 common shares and 191,357 preferred shares of the Fund, outstanding on
such date, were automatically  deemed to represent 2,427,281 units of beneficial
interest  in the Trust  ("Units").  As a result,  on  February  24,  1997,  each
shareholder  of the Fund  received  one Unit of the Trust for each  share of the
Fund's common stock held on such date and 1.25 Units of the Trust for each share
of the Fund's preferred stock held on such date.

2.       Significant Accounting Policies

     Valuation of Investments - Portfolio  investments are carried at fair value
as  determined  quarterly by the Trustee.  The fair value of each  publicly-held
portfolio  security is adjusted to the closing  public  market price on the last
day of the  calendar  quarter  discounted  by a  factor  of 0% to 20% for  sales
restrictions,  if any. Factors considered in the determination of an appropriate
discount include:  underwriter lock-up,  affiliate status by owning greater than
10% of the  outstanding  shares of a  portfolio  security,  and other  liquidity
factors such as the size of the Trust's  position in a given  portfolio  company
compared to the trading history of the public security. Privately-held portfolio
securities  are carried at cost until  significant  developments  affecting  the
portfolio company provide a basis for change in valuation, including adjustments
to reflect meaningful third-party transactions in the private market. Because of
the inherent uncertainty of valuation, estimated values may differ significantly
from the values that would have been used had a ready market for the  securities
existed, and the differences could be material.

     Use of Estimates - The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

     Investment Transactions - Realized gains and losses on investments sold are
computed on a specific  identification basis. The Trust records its transactions
on the accrual method.

     Income  Taxes - The Trust is a complete  pass-through  entity  for  federal
income tax purposes  and,  accordingly,  is not subject to income tax.  Instead,
each  beneficiary  of the Trust is required to take into account,  in accordance
with such beneficiary's method of accounting,  such beneficiary's pro rata share
of the Trust's  income,  gain,  loss,  deduction or expense,  regardless  of the
amount or timing of distributions to beneficiaries.
<PAGE>
MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
NOTES TO FINANCIAL STATEMENTS, continued

     Cash and Cash  Equivalents - The Trust  invests its available  cash in U.S.
Treasury Bills and overnight repurchase agreements  collateralized by securities
issued by the U.S.  Government or its agencies.  Such investments are considered
to be cash equivalents for the statement of cash flows.

     Reclassifications - Certain reclassifications were made to the prior period
financial statements in order to conform to the current period presentation.

3.     Trustee Fees

     In July 1996,  the Fund entered  into an agreement  with Raymond S. Troubh,
whereby Mr. Troubh provided  management  services to the Fund in connection with
its Plan of  Liquidation.  Mr.  Troubh has continued to provide such services to
the Trust during its liquidation. For services rendered under the agreement, Mr.
Troubh received $8,500 per month through  December 1999.  Commencing  January 1,
2000, Mr. Troubh voluntarily reduced his compensation for management services by
50% to $4,250 per month.  Additionally,  Mr.  Troubh is paid 1% of the amount of
each  distribution  (other  than the  initial  distribution  paid by the Fund on
August 30, 1996).

<PAGE>
Item 2.      Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Liquidity and Capital Resources

     The Trust is pursuing the orderly  liquidation of its assets and subsequent
distribution  to unit holders of the proceeds from such  liquidation,  including
the Trust's  remaining  cash  balances,  after payment of, or provision for, all
current, future and contingent liabilities.  Prior to the creation of the Trust,
the Fund had begun to pursue  this  objective  upon the  approval of its Plan of
Liquidation in July 1996.

     The Trust's only remaining portfolio  investment is First Colony Coffee and
Tea Company, a privately held company engaged in the production of private label
coffees for specialty  shops and department  stores.  The Trust has a $1,937,500
investment in First Colony that was valued at $250,000 as of March 31, 2001. The
Trustee  is  continuing  to  pursue  liquidation  opportunities  for this  final
investment.  The Trust  expects to complete its  liquidation  and make the final
cash  distribution  to  unit  holders  subsequent  to the  sale  of  this  final
investment  and after review of all  remaining  obligations  and legal and other
matters.

     As of March 31,  2001,  the Trust held cash and cash  equivalents  totaling
$423,627.  Such cash balances are invested in U.S.  Treasury  Bills or overnight
repurchase agreements collateralized by securities issued by the U.S. Government
or its  agencies.  Interest  earned from such  investments  for the three months
ended March 31, 2001, totaled $5,961. Interest earned from such cash balances in
future  periods is subject to  fluctuations  in  short-term  interest  rates and
changes in the cash reserve balance held by the Trust.

Results of Operations

     Realized and Unrealized  Gains and Losses from Portfolio  Investments - The
Trust had no realized or unrealized  gains or losses from portfolio  investments
for the three months ended March 31, 2001.

     For the three months ended March 31, 2000,  the Trust had a $1,094,958  net
realized and  unrealized  gain from its portfolio  investments,  comprised of an
$899,958  realized gain and a $195,000  increase to unrealized  appreciation  of
investments. During the quarter ended March 31, 2000, the Trust acquired 475,000
common shares of Unigene Laboratories,  Inc. through the exercise of its warrant
to purchase such shares at $1.375 per share. During the quarter,  the Trust sold
345,000 of these  shares for net  proceeds  of  $1,374,333,  realizing a gain of
$899,958. Additionally, for the period, the Trust had a $195,000 unrealized gain
reflecting the increased public market price of the remaining  130,000 shares of
Unigene held as of March 31, 2000.

     Investment  Income and Expenses - For the three months ended March 31, 2001
and  2000,  the  Trust  had  a net  investment  loss  of  $42,352  and  $47,330,
respectively.  The favorable  change in net investment loss for the three months
ended March 31, 2001 as  compared  to the same  period in 2000  resulted  from a
$9,619 decrease in operating  expenses  partially offset by a $4,641 decrease in
investment  income for the 2000 period.  The decrease in operating  expenses for
the three months  ended March 31, 2001,  as compared to the same period in 2000,
primarily was due to a decrease in Trustee fees of $9,709.  Trustee fees for the
period  ended  March 31,  2000  include a $9,709  payment  relating  to the cash
distribution  paid to unit holders in January  2000.  The decrease in investment
income resulted from a decline in interest  income from  short-term  investments
primarily  due  to a  reduction  in  funds  available  for  investment  in  such
securities  during the three  months  ended March 31, 2001  compared to the same
period in 2000.

Net Assets in Liquidation
     As  of  March  31,  2001,  net  assets  in  liquidation  totaled  $637,427,
reflecting a decrease of $42,352 from net assets in  liquidation  of $679,779 as
of December 31, 2000.  This decrease is the result of the $42,352 net investment
loss for the three months ended March 31,  2001.  As of March 31, 2001,  the net
asset value per Unit of beneficial  interest was $0.26,  compared to $0.28 as of
December 31, 2000.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     The Trust is subject to market risk  arising  from  changes in the value of
its   portfolio   investments,   investments   in  U.S.   Treasury   Bills   and
interest-bearing  cash  equivalents,  which  may  result  from  fluctuations  in
interest  rates and equity  prices.  The Trust has  calculated  its market  risk
related to its holdings of these  investments based on changes in interest rates
and equity prices  utilizing a sensitivity  analysis.  The sensitivity  analysis
estimates the hypothetical  change in fair values, cash flows and earnings based
on an assumed 10% change  (increase or  decrease)  in interest  rates and equity
prices. To perform the sensitivity  analysis,  the assumed 10% change is applied
to market rates and prices on investments held by the Trust as of the end of the
accounting period.

     The Trust's remaining  portfolio  investment had an aggregate fair value of
$250,000 as of March 31, 2001. An assumed 10% decline from this fair value would
result in a reduction to the fair value of such  investments  and an  unrealized
loss of $25,000.

     Market  risk  relating to the Trust's  interest-bearing  cash  equivalents,
investments  in  U.S.  Treasury  Bills  and  overnight   repurchase   agreements
collateralized by securities issued by the U.S.  Government or its agencies held
as of March 31, 2001 is considered to be immaterial.


<PAGE>
                                   PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.

None.

Item 2.       Changes in Securities.

None.

Item 3.       Defaults Upon Senior Securities.

None.

Item 4.       Submission of Matters to a Vote of Security Holders.

No matter was brought to a vote of security holders during the period covered
by this report.

Item 5.       Other Information.

None.

Item 6.       Exhibits and Reports on Form 8-K.

None.

<PAGE>
                                                              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.



              MICROCAP LIQUIDATING TRUST


              /s/    Raymond S. Troubh
              Raymond S. Troubh
              Trustee



Date:         May 14, 2001