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, 2000



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.)

--------------------------------------------------------------------------------
                          (Exact Name of Registrant as Specified in its Charter)


New York                                                          13-7110611
--------------------------------------------------------------------------------
(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
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


Registrant's Telephone Number, Including Area Code:  (800) 888-6534


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, 2000 (Unaudited) and
December 31, 1999

Schedule of Portfolio Investments as of March 31, 2000 (Unaudited)

Statements of Operations for the Three Months ended March 31, 2000 and 1999
(Unaudited)

Statements  of Changes in Net Assets for the Three  Months  ended March 31, 2000
and 1999 (Unaudited)

Statements of Cash Flows for the Three Months ended March 31, 2000 and 1999
(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>



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

                                                                                               March 31,
                                                                                                 2000             December 31,
                                                                                              (Unaudited)            1999

Assets

Portfolio investments at fair value (cost $2,116,250 as of
   March 31, 2000 and $1,937,500 as of December 31, 1999)                                   $       858,125    $        484,375
Cash and cash equivalents - unrestricted                                                          1,152,350           1,348,193
Cash and cash equivalents - restricted                                                                    -             120,000
Receivable from securities sold                                                                      16,703                   -
Accrued interest receivable                                                                           2,929               6,225
                                                                                            ---------------    ----------------
   Total assets                                                                                   2,030,107           1,958,793
                                                                                            ---------------    ----------------

Liabilities

Accrued distribution payable                                                                              -             970,912
Accounts payable and accrued expenses                                                                23,716              29,118
                                                                                            ---------------    ----------------
   Total liabilities                                                                                 23,716           1,000,030
                                                                                            ---------------    ----------------

Net Assets in Liquidation                                                                   $     2,006,391    $        958,763
                                                                                            ===============    ================


Net assets in liquidation per Unit of beneficial interest                                             $0.83               $0.39
                                                                                                      =====               =====


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 INVESTMENTS (Unaudited)
As of March 31, 2000
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                                                        Fair Value
                                                                                                                         as a % of
Issuer / Position                                                                   Cost             Fair Value        Net Assets(1)
------------------------------------------------------------------------------------------------------------------------------------

Publicly-Held Securities:

Unigene Laboratories, Inc. (A)

130,000 shares of Common Stock                                                $       178,750        $     373,750      18.63%
                                                                              ---------------        -------------     -------

Privately-Held Securities:

First Colony Acquisition Corp. (B)

106,562 shares of Series A1 Preferred Stock                                           594,174              148,544
240,179 shares of Series B1 Preferred Stock                                         1,343,326              335,831
                                                                              ---------------        -------------
                                                                                    1,937,500              484,375      24.14%
                                                                              ---------------        -------------    --------

Total Portfolio Investments (C)                                               $     2,116,250        $     858,125      42.77%
                                                                              ===============        =============    ========
</TABLE>


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

(A)  During  the first  quarter  of 2000,  the Trust  exercised  its  warrant to
     purchase 475,000 common shares of Unigene Laboratories,  Inc. at $1.375 per
     shares.  Also  during  the  quarter,  the Trust  sold  345,000  shares  for
     $1,374,333,  realizing  a gain of  $899,958.  Subsequent  to the end of the
     quarter and through  April 30, 2000,  the Trust sold an  additional  65,000
     shares of Unigene for  $166,076,  which will  result in a realized  gain of
     $76,701 in the second quarter of 2000.

(B) In January  2000,  the Trust's  warrant to purchase  7,560 common  shares of
First Colony Acquisition Corp. expired unexercised.

(C)  All  portfolio  securities  held  as  of  March  31,  2000  are  non-income
     producing.  As of March 31, 2000,  all of the Trust's  portfolio  companies
     were located in the eastern United States. Using fair value as a percentage
     of net assets, portfolio investments classified by industry are represented
     by  consumer  products,   24.14%,  and  biotechnology,   18.63%.  Portfolio
     investments  classified by type are represented by preferred stock, 24.14%,
     and common stock, 18.63%.

     See notes to financial statements.


<PAGE>


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

                                                                                    Three Months              Three Months
                                                                                  Ended March 31,            Ended March 31,
                                                                                        2000                      1999
                                                                                ---------------------      -----------------
Investment Income and Expenses

Income:
   Interest from U.S. Treasury Bills and repurchase agreements                     $       10,602            $     40,934
   Other income                                                                                 -                       -
                                                                                   --------------            ------------
   Total investment income                                                                 10,602                  40,934
                                                                                   --------------            ------------

Expenses:
   Administrative expenses                                                                 20,836                  19,629
   Legal fees                                                                                   -                   7,259
   Accounting fees                                                                         10,175                  11,000
   Trustee fees                                                                            22,459                  43,705
   Transfer agent and custodian fees                                                        3,727                   5,416
   Litigation expense                                                                           -                   3,225
   Other operating expenses                                                                   735                     276
                                                                                   --------------            ------------
   Total expenses                                                                          57,932                  90,510
                                                                                   --------------            ------------

Net Investment Loss                                                                       (47,330)                (49,576)
                                                                                   --------------            ------------

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 Increase (Decrease) in Net Assets in Liquidation                               $    1,047,628            $    (49,576)
                                                                                   ==============            ============
</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>    <C>    <C>    <C>    <C>    <C>


                                                                                      Three Months             Three Months
                                                                                     Ended March 31,        Ended March 31,
                                                                                         2000                     1999
                                                                                  ------------------       -----------------
Changes in net assets resulting from operations:

Net investment loss                                                                 $       (47,330)        $       (49,576)
Net realized gain from portfolio investments                                                899,958                       -
Change in net unrealized depreciation of investments                                        195,000                       -
                                                                                    ---------------         ---------------
Net increase (decrease) in net assets resulting from operations                           1,047,628                 (49,576)
                                                                                    ---------------         ---------------

Change in net assets from distributions:

Cash distributions                                                                                -              (1,820,461)
                                                                                    ---------------         ---------------

Increase (decrease) in net assets in liquidation                                          1,047,628              (1,870,037)

Net assets in liquidation at beginning of period                                            958,763               3,793,538
                                                                                    ---------------         ---------------

N  et Assets in Liquidation at End of Period                                        $     2,006,391         $     1,923,501
                                                                                    ===============         ===============


Net assets per unit of beneficial interest                                               $     0.83               $    0.79
                                                                                         ==========               =========

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>    <C>    <C>    <C>    <C>    <C>

                                                                                      Three Months            Three Months
                                                                                   Ended March 31,          Ended March 31,
                                                                                          2000                    1999
                                                                                  ------------------      ------------------

Cash Flows Used For Operating Activities

Net investment loss                                                                 $       (47,330)        $       (49,576)
Adjustments to reconcile net investment loss to cash
   used for operating activities:
Decrease in liabilities                                                                      (5,402)               (299,422)
Decrease in accrued interest                                                                  3,296                  51,535
                                                                                    ---------------         ---------------
Cash flows used for operating activities                                                    (49,436)               (297,463)
                                                                                    ---------------         ---------------
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)             (1,820,461)
                                                                                    ---------------         ---------------
Cash flows used for financing activities                                                   (970,912)             (1,820,461)
                                                                                    ---------------         ---------------

Decrease in cash and cash equivalents                                                      (315,843)             (2,117,924)

Cash and cash equivalents at beginning of period                                          1,468,193               3,604,050
                                                                                    ---------------         ---------------

Cash and Cash Equivalents at End of Period                                          $     1,152,350         $     1,486,126
                                                                                    ===============         ===============



</TABLE>


See notes to financial statements.


<PAGE>


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

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.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles 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 (Unaudited), 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.  The  cash and cash
equivalents  of the Trust include  restricted  cash of $120,000  relating to the
potential  reimbursement of out-of-pocket  expenses of a shareholder  group that
had solicited proxies in opposition to the Fund's Plan of Liquidation.  See Note
4 below.

3.     Related Party Transactions

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  and 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).

4.     Other Information

On July 15, 1996,  the Fund entered into a settlement  agreement with a group of
shareholders of the Fund's common stock that had solicited proxies in opposition
to the  Fund's  Plan of  Liquidation  (the "13D  Group").  Under the  settlement
agreement, the Fund and the 13D Group agreed, among other things, that the Trust
would  reimburse the 13D Group for its reasonable  out of pocket  expenses up to
$120,000,  subject to approval by the  Securities and Exchange  Commission  (the
"SEC").  An application  relating to such  reimbursement by the Trust to the 13D
Group was filed with the SEC on September  27, 1996. In February  2000,  the 13D
Group  agreed to release  the Trust  from any and all  claims  for such  expense
reimbursement.

5.     Cash Distribution

On January 28, 2000, the Trust paid a $0.40 per share cash distribution totaling
$970,912 to unit holders of record on January 14, 2000.  Such  distribution  was
declared and accrued for in December 1999.

6.     Subsequent Event

Subsequent to March 31, 2000 and through  April 30, 2000,  the Trust sold 65,000
common shares of Unigene Laboratories, Inc. for $166,076, which will result in a
realized gain of $76,701 for the second quarter of 2000.


<PAGE>


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

Liquidity and Capital Resources

During the quarter  ended March 31,  2000,  the Trust  exercised  its warrant to
purchase  475,000  common  shares of Unigene  Laboratories,  Inc.  at $1.375 per
share, or $653,125.  During the quarter,  the Trust sold 345,000 of these shares
for net proceeds of $1,374,333, or $4.02 per share.

As of March  31,  2000,  the  Trust  held  cash and  cash  equivalents  totaling
$1,152,350.  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, 2000,  totaled $10,602.  Interest earned from such cash balances
in future periods is subject to  fluctuations  in short-term  interest rates and
changes  in  cash  equivalent  balances  held by the  Trust.  The  Trust  had no
restricted cash balances as of March 31, 2000.

Subsequent  to March 31,  2000 and  through  April 30,  2000,  the Trust sold an
additional 65,000 common shares of Unigene Laboratories, Inc. for $166,076.

Results of Operations

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.

Realized and Unrealized Gains and Losses from Portfolio Investments

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.  As discussed above,  during the quarter 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 quarter,  the Trust had a $195,000  unrealized
gain  reflecting  the increased  public  market price of the  remaining  130,000
Unigene shares held by the Trust as of March 31, 2000.

The  Trust  had no  realized  or  unrealized  gains  or  losses  from  portfolio
investments for the three months ended March 31, 1999.

Investment Income and Expenses

For the  three  months  ended  March  31,  2000 and  1999,  the  Trust had a net
investment loss of $47,330 and $49,576, respectively. The slight increase in net
investment  loss for the three  months  ended  March 31, 2000 as compared to the
same period in 1999 resulted from a $30,332 decrease in investment income, which
was more than offset by a $32,578  decrease in  operating  expenses for the 2000
period.  The decrease in investment  income  resulted from a decline in interest
income  from  short-term  investments  primarily  due to a  reduction  of  funds
available for investment in such securities  during the three months ended March
31, 2000 compared to the same period in 1999.

The decrease in operating expenses for the three months ended March 31, 2000, as
compared  to the same  period in 1999,  includes a decrease  in Trustee  fees of
$21,246.  For  services  rendered  under,  the Trustee,  Mr.  Raymond S. 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. As a result, the regular Trustee fees declined $12,750 for the
quarter ended March 31, 2000 compared to the same period in 1999.  Additionally,
Mr.  Troubh is paid 1% of the  amount of each  distribution  paid to  beneficial
holders.  For cash  distributions  paid during the three  months ended March 31,
2000 and 1999, Mr. Troubh was paid $9,709 and $18,205,  respectively.  The Trust
had reductions in other operating expenses during the 2000 period as compared to
the same  period in 1999,  primarily  relating  to a  reduction  in legal  fees,
reflecting  the declining  legal work required for the Trust's  activities as it
moves closer to termination.

Net Assets in Liquidation

As of March 31, 2000, net assets in liquidation totaled  $2,006,391,  reflecting
an  increase  of  $1,047,628  from net assets in  liquidation  of $958,763 as of
December 31, 1999.  This increase is the result of the  $1,094,958  realized and
unrealized gain from portfolio  investments offset by the $47,330 net investment
loss for the three months ended March 31,  2000.  As of March 31, 2000,  the net
asset value per Unit of beneficial  interest was $0.83,  compared to $0.39 as of
December 31, 1999.

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 portfolio  investments had an aggregate fair value of $858,125 as of
March 31,  2000.  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
$85,813.

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, 2000 is considered to be immaterial.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.
              -----------------

Not applicable.

Item 2.       Changes in Securities.
              ---------------------

Not applicable.

Item 3.       Defaults Upon Senior Securities.
              -------------------------------

Not applicable.

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.
              -----------------

Not applicable.

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

              (a)  Exhibits

                    (27)   Financial Data Schedule

              (b)  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 15, 2000