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 June 30, 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.)
--------------------------------------------------------------------------------
              (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) 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 August 1, 2001 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 June 30, 2001 (Unaudited) and
December 31, 2000

Statements of Operations for the Three and Six Months ended June 30, 2001 and
2000 (Unaudited)

Statements of Changes in Net Assets for the Six Months ended June 30, 2001 and
2000 (Unaudited)

Statements of Cash Flows for the Six Months ended June 30, 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>


MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
STATEMENTS OF NET ASSETS IN LIQUIDATION
<table>

<c>
                                                                                               June 30,
                                                                                                 2001             December 31,
                                                                                              (Unaudited)            2000
                                                                                            --------------       --------------
Assets

Portfolio investments at fair value (cost  of $0 as of June 30, 2001
   and $1,937,500 as of December 31, 2000)                                                   $           -        $     250,000
Cash and cash equivalents                                                                          462,013              454,277
Accrued interest receivable                                                                          1,225                2,502
                                                                                             -------------        -------------
   Total assets                                                                                    463,238              706,779
                                                                                             -------------        -------------

Liabilities

Accounts payable and accrued expenses                                                               22,911               27,000
                                                                                             -------------        -------------
   Total liabilities                                                                                22,911               27,000
                                                                                             -------------        -------------

Net Assets in Liquidation                                                                    $     440,327        $     679,779
                                                                                             =============        =============


Net assets in liquidation per Unit of beneficial interest                                      $      0.18          $     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.)
STATEMENTS OF OPERATIONS (Unaudited)
<table>

<c>

                                                                                    Three Months              Three Months
                                                                                   Ended June 30,            Ended June 30,
                                                                                        2001                      2000
                                                                                 -------------------      --------------------
Investment Income and Expenses

Income:
   Interest from U.S. Treasury Bills and repurchase agreements                     $        4,081            $     20,410
   Income from sale of option                                                                   -                  25,000
                                                                                   --------------            ------------
   Total investment income                                                                  4,081                  45,410
                                                                                   --------------            ------------

Expenses:
   Trustee fees                                                                            12,750                  12,750
   Administrative fees                                                                     19,654                  19,664
   Legal and accounting fees                                                               12,400                  11,375
   Transfer agent and custodian fees                                                        3,407                   3,912
   Mailing and printing expenses                                                            2,970                     504
   Other operating expenses                                                                     -                     569
                                                                                   --------------            ------------
   Total expenses                                                                          51,181                  48,774
                                                                                   --------------            ------------

Net Investment Loss                                                                       (47,100)                 (3,364)
                                                                                   --------------            ------------

Net Realized and Unrealized Gain (Loss) From
   Portfolio Investments

Net realized (loss) gain from portfolio investments                                    (1,837,500)                146,648
Change in net unrealized depreciation of investments                                    1,687,500                (221,875)
                                                                                   --------------            ------------
Net realized and unrealized loss from portfolio investments                              (150,000)                (75,227)
                                                                                   --------------            ------------

Net Decrease in Net Assets in Liquidation                                          $     (197,100)           $    (78,591)
                                                                                   ==============            ============


</table>


See notes to financial statements.


<PAGE>


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

<c>

                                                                                     Six Months                Six Months
                                                                                   Ended June 30,            Ended June 30,
                                                                                        2001                      2000
                                                                                 -------------------      --------------------
Investment Income and Expenses

Income:
   Interest from U.S. Treasury Bills and repurchase agreements                      $      10,042            $     31,012
   Income from sale of option                                                                   -                  25,000
                                                                                    -------------            ------------
   Total investment income                                                                 10,042                  56,012
                                                                                    -------------            ------------

Expenses:
   Trustee fees                                                                            25,500                  35,209
   Administrative fees                                                                     39,225                  40,500
   Legal and accounting fees                                                               22,800                  21,550
   Transfer agent and custodian fees                                                        8,299                   7,639
   Mailing and printing expenses                                                            3,670                   1,204
   Other operating expenses                                                                     -                     604
                                                                                    -------------            ------------
   Total expenses                                                                          99,494                 106,706
                                                                                    -------------            ------------

Net Investment Loss                                                                       (89,452)                (50,694)
                                                                                    -------------            ------------

Net Realized and Unrealized Gain (Loss) From
   Portfolio Investments

Net realized (loss) gain from portfolio investments                                    (1,837,500)              1,046,606
Change in net unrealized depreciation of investments                                    1,687,500                 (26,875)
                                                                                    -------------            ------------
Net realized and unrealized (loss) gain from portfolio investments                       (150,000)              1,019,731
                                                                                    -------------            ------------

Net (Decrease) Increase in Net Assets in Liquidation                                $    (239,452)           $    969,037
                                                                                    =============            ============

</table>
See notes to financial statements.



<PAGE>


MICROCAP LIQUIDATING TRUST
(Successor to The MicroCap Fund, Inc.)
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
<table>

<c>

                                                                                       Six Months               Six Months
                                                                                     Ended June 30,           Ended June 30,
                                                                                          2001                     2000
                                                                                  -------------------      --------------------
Changes in net assets resulting from operations:

Net investment loss                                                                 $       (89,452)        $       (50,694)
Net realized (loss) gain from portfolio investments                                      (1,837,500)              1,046,606
Change in net unrealized depreciation of investments                                      1,687,500)                (26,875)
                                                                                    ---------------         ---------------
Net (decrease) increase in net assets resulting from operations                            (239,452)                969,037

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

Net Assets in Liquidation at End of Period                                          $       440,327         $     1,927,800
                                                                                    ===============         ===============


Net assets per unit of beneficial interest                                               $     0.18               $    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>

<c>

                                                                                     Six Months                Six Months
                                                                                   Ended June 30,            Ended June 30,
                                                                                        2001                      2000
                                                                                 -------------------      --------------------

Cash Flows Used For Operating Activities

Net (decrease) increase in net assets in liquidation                                $      (239,452)        $       969,037
Adjustments to reconcile net (decrease) increase in net
   assets in liquidation to cash used for operating activities:
Net realized loss (gain) from portfolio investments                                       1,837,500              (1,046,606)
Change in unrealized depreciation of investments                                         (1,687,500)                 26,875
Decrease in liabilities                                                                      (4,089)                 (3,476)
Decrease (increase) in accrued interest receivable                                            1,277                  (1,168)
                                                                                    ---------------         ---------------
Cash flows used for operating activities                                                    (92,264)                (55,338)
                                                                                    ---------------         ---------------

Cash Flows From Investing Activities

Cost to exercise warrants                                                                         -                (653,125)
Net proceeds from the sale of portfolio investments                                         100,000               1,699,731
                                                                                    ---------------         ---------------
Cash flows from investing activities                                                        100,000               1,046,606
                                                                                    ---------------         ---------------

Cash Flows Used For Financing Activities

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

Increase in cash and cash equivalents                                                         7,736                  20,356

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

Cash and Cash Equivalents at End of Period                                          $       462,013         $     1,488,549
                                                                                    ===============         ===============


</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).

4.     Sale of Portfolio Investment

In June 2001, the Trust completed the liquidation of its portfolio investments
with the sale of its investment in First Colony Coffee & Tea Company ("First
Colony") for $100,000.

5.     Final Liquidating Cash Distribution and Termination

In July 2001, the Trust announced the declaration of the final liquidating cash
distribution totaling $364,092 or $0.15 per unit of beneficial interest in the
Trust ("Unit"). The distribution will be paid on August 23, 2001 to Unit holders
of record on August 14, 2001. This distribution includes proceeds received from
the sale of First Colony and the Trust's remaining cash balance less a reserve
for final operating expenses. As a result of the completion of the liquidation
of the Trust's portfolio investments, the Trust is terminating its operations
effective with the payment of this final liquidating distribution. As a result
of its termination, the Trust's Units will be de-listed and trading discontinued
from the OTC Bulletin Board as of August 23, 2001, the date of termination.




<PAGE>


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

Liquidity and Capital Resources

In June 2001, Trust sold its investment in First Colony Coffee and Tea Company
("First Colony"), the Trust's sole remaining portfolio investment, for $100,000
in cash. As a result of the completion of the liquidation of its portfolio
investments, the Trust announced the payment of its final liquidating cash
distribution to unit holders and termination of its operations to be effective
on August 23, 2001.

As of June 30, 2001, the Trust held cash and cash equivalents totaling $462,013.
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 and six months
ended June 30, 2001, totaled $4,081 and $10,042, respectively.

On July 27, 2001, the Trust declared the payment of the final liquidating cash
distribution to unit holders totaling $364,092, or $0.15 per unit of beneficial
interest in the Trust. This distribution includes proceeds received from the
sale of the First Colony investment and also includes the Trust's remaining cash
balance net of a reserve for final operating expenses. The Trust will make its
final liquidating cash distribution payment on August 23, 2001 to unit holders
of record on August 14, 2001.

Simultaneous with the payment of the final liquidating cash distribution to unit
holders on August 23, 2001, the Trust will officially terminate its operations.

Results of Operations

Realized and Unrealized Gains and Losses from Portfolio Investments - For the
three and six months ended June 30, 2001, the Trust had a net realized loss from
its portfolio investments of $1,837,500, resulting from the sale of its
investment in First Colony for $100,000 compared to a cost of $1,937,500.

For the three and six months ended June 30, 2000, the Trust had a net realized
gain from its portfolio investments of $146,648 and $1,046,606, respectively,
resulting from the sale of its remaining common shares of Unigene Laboratories,
Inc. ("Unigene"). During these periods, the Trust sold 130,000 and 475,000
common shares of Unigene for net proceeds of $325,398 and $1,699,731,
respectively.

Unrealized Gains and Losses from Portfolio Investments
For the six months ended June 30, 2001, the Trust had a $1,687,500 favorable
change in net unrealized depreciation of investments resulting from the reversal
of the cumulative reserve against its investment in First Colony.

For the six months ended June 30, 2000, the Trust had a $26,875 unfavorable
change in net unrealized depreciation of investments resulting from a downward
revaluation of its investment in First Colony.

Investment Income and Expenses
For the three months ended June 30, 2001 and 2000, the Trust had a net
investment loss (interest and other income less operating expenses) of $47,100
and $3,364, respectively. For the six months ended June 30, 2001 and 2000, the
Trust had a net investment loss of $89,452 and $50,694, respectively.

The $43,736 unfavorable change in net investment loss for the three months ended
June 30, 2001 compared to the same period in 2000, resulted from a $41,329
decrease in investment income and a $2,407 increase in operating expenses. The
decline in investment income for the 2001 period compared to the same period in
2000, partially resulted from a one-time payment of $25,000 received by the
Trust in April 2000, in connection with the sale of an option to purchase its
investment in First Colony. The decrease in investment income also included a
$16,329 decrease in interest income from short-term investments, resulting from
a decline in funds invested in such securities during the three months ended
June 30, 2001 compared to the same period in 2000. The reduced cash balances
primarily resulted from the $970,912 cash distribution made to unit holders in
August 2000. The slight increase in operating expenses primarily resulted from
increases in mailing and printing costs during the 2001 period.

The $38,758 unfavorable change in net investment loss for the six months ended
June 30, 2001 compared to the same period in 2000, resulted from a $45,970
decrease in investment income partially offset by a $7,212 decrease in operating
expenses. The decrease in investment income includes a $25,000 one-time payment
relating to the sale of the First Colony option, as discussed above, and a
$20,970 reduction in interest income from short-term investments, resulting from
a reduction of funds invested in such securities during the six months ended
June 30, 2001 compared to the same period in 2000, also discussed above. The
decrease in operating expenses for the six months ended June 30, 2001, as
compared to the same period in 2000, primarily was due to a decline in Trustee
fees. Fees paid to the Trustee during the six months ended June 30, 2000,
include $9,709 due to the 1% payment relating to the $970,912 cash distribution
paid in January 2000.

Net Assets in Liquidation
As of June 30, 2001, net assets in liquidation totaled $440,327, a decrease of
$239,452 from net assets in liquidation of $679,779 as of December 31, 2000.
This decrease resulted from the $1,837,500 realized loss from the sale of the
Trust's investment in First Colony and the $89,452 net investment loss exceeding
the $1,687,500 favorable change in unrealized depreciation of investments for
the six months ended June 30, 2001. As of June 30, 2001, the net asset value per
unit of beneficial interest was $0.18, compared to $0.28 as of December 31,
2000.

As discussed above, the Trustee approved the final liquidating cash distribution
to be paid to unit holders on August 23, 2001. After a reserve for final
operating and wind-up expenses of the Trust, the final distribution payment will
total $364,092, or $0.15 per unit of beneficial interest in the Trust.

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 had no remaining portfolio investments had as of June 30, 2001.

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 June 30, 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.
              --------------------------------

The Registrant filed with the Commission a current report on Form 8-K dated June
29, 2001. This report contained details with respect to the sale of the Trust's
investment in First Colony and the final liquidating cash distribution to be
paid to unit holders on August 23, 2001.


<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:         August 14, 2001