FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended December 31, 1996

                                       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              0-12450

                           CAPITAL INDUSTRIES, INC. 
                  (By the Capital Industries Liquidating Trust)

             (Exact name of registrant as specified in its charter)

                 INDIANA                                   35-6624860
      (State or other Jurisdiction                     (I.R.S. Employer
    of Incorporation or Organization)                Identification Number)

 263 Sioux Circle, Noblesville, Indiana                      46060
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number including area code:
                                 (317) 773-1010

Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE

Securities Registered Pursuant to Section 12(g) of the Act:
                                      N/A
                                (Title of Class)

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.   [x]    YES            NO

Indicate by check mark if disclosure of delinquent  filers pursuant to Item 405,
Regulation S-K (ss. 229.405 of this chapter) is not contained  herein,  and will
not be contained,  to the best of Registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.

The aggregate market value of the issuer's voting stock held by  non-affiliates,
as of December 31, 1996, was $__________ N/A.

The  number of shares of the  Registrant's  Common  Stock,  without  par  value,
outstanding as of December 31, 1996, was 0 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

The Annual  Report to  unitholders  for the year ended  December  31,  1996,  is
included herein as Part II.

                               Page 1 of 13 Pages

<PAGE>

         This Form 10-K is being  filed by the  Capital  Industries  Liquidating
Trust (the "Trust") under the filing codes and Commission file number of Capital
Industries,  Inc ("Capital  Industries").  Capital Industries dissolved on April
24, 1996 and filed a Form 15 on June 27, 1996  following  the  formation  of the
Trust  and  the  distribution  of  all  of  Capital  Industries'  assets  to its
shareholders  and  the  Trust.   However,   pursuant  to  discussions  with  the
Commission's  Staff in  connection  with the  Commission's  review  of the proxy
materials related to the liquidation of Capital  Industries and the formation of
the Trust,  the Trust agreed to file its audited  financial  statements with the
Commission under cover of Form 10-K using the file number of Capital Industries,
without  necessarily  complying  with the other  requirements  of Form 10-K. The
audited financial statements of the Trust are included herein in Part II and the
Financial  Data  Schedule  is included  herewith  as Exhibit  27. The  remaining
information required by Form 10-K is not included in this Form 10-K.


<PAGE>
Item II  Annual Report to Unitholders




                      CAPITAL INDUSTRIES LIQUIDATING TRUST
                              Financial Statements
       For the Period From Inception (April 24, 1996) to December 31, 1996




<PAGE>

Report of Independent Accountants


To the Unitholders
Capital Industries Liquidating Trust

We have  audited the  accompanying  statement  of net assets in  liquidation  of
Capital  Industries  Liquidating  Trust as of December 31, 1996, and the related
statements  of  changes  in net  assets in  liquidation,  and cash flows for the
period from  inception  (April 24, 1996) to December 31, 1996.  These  financial
statements  are the  responsibility  of  management.  Our  responsibility  is to
express  an  opinion  on  these  financial  statements  based on our  audit. 

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

As described in Note 1, Capital Industries  Liquidating Trust was established to
liquidate the remaining assets and liabilities of Capital Industries,  Inc. upon
dissolution of the Company.  As a result, the financial  statements are prepared
on a liquidation basis of accounting.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets in  liquidation  of Capital  Industries
Liquidating  Trust as of December 31, 1996, and the changes in its net assets in
liquidation and its cash flows for the period from inception (April 24, 1996) to
December 31, 1996, in conformity with generally accepted  accounting  principles
applied on the basis of accounting described in the preceding paragraph.



/s/ Coopers & Lybrand L.L.P.
Indianapolis, Indiana
February 21, 1997


<PAGE>

Statement of Net Assets in Liquidation
as of December 31, 1996


                                     ASSETS

Current assets:
   Cash and cash equivalents                                     $   75,783

   Other current assets                                                 506
                                                                 ----------
      Total current assets                                           76,289

Assets held by HCT Trust                                            778,274

Land and land improvements, net of depreciation                     222,150

Building,  net of depreciation                                      352,100
                                                                 ----------
       Total assets                                               1,428,813
                                                                 ----------

                                   LIABILITIES

 Current liabilities:
    Accounts payable and other accrued expenses                      35,354
                                                                 ----------
       Total liabilities                                             35,354
                                                                 ----------
       Net assets                                                $1,393,459
                                                                 ==========


The accompanying notes are an integral part of these financial statements.

<PAGE>



Statement of Changes in Net Assets in Liquidation  for the period from inception
(April 24, 1996) to December 31, 1996


Income:
   Rental                                                        $    40,000
   Interest                                                           26,250
   Miscellaneous                                                       9,427
                                                                 -----------
      Total income                                                    75,677

   Trustee  expenses                                                  40,005
   Rental expense                                                     18,599
   Insurance  expense                                                 19,739
   Depreciation expense                                                6,900
    Other                                                             11,259
                                                                 -----------
       Total expenses                                                 96,502
                                                                 -----------

       Decrease in net assets from operations                        (20,825)

 Net assets, beginning of period                                           0
 Transfer of net assets from Capital Industries, Inc.              1,865,777
 Distribution to beneficiaries                                      (451,493)
                                                                 -----------

 Net assets, end of period                                       $ 1,393,459
                                                                 ===========


The accompanying notes are an integral part of these financial statements.

<PAGE>

Statement of Cash Flows
for the period from inception (April 24, 1996) to December 31, 1996


Cash  flows from operating  activities:
   Decrease in net assets from operations                             $ (20,825)
   Depreciation and  amortization                                        18,550
   Adjustments to reconcile decrease in net
   assets from operations to net cash used
   in operating activities:
      Increase in assets held by HCT Trust                              (11,372)
      Decrease in accrued expenses                                      (21,095)
                                                                      ---------
       Net cash flows used in operating activities                      (34,742)
                                                                      ---------
 Cash flows from investing activities:
    Net cash transferred in from Capital Industries,  Inc.              562,018
                                                                      ---------
        Net cash flows from investing activities                        562,018
                                                                      ---------
Cash flows from financing  activities:
   Distribution to unitholders                                         (451,493)
                                                                      ---------
        Net cash flows used in financing activities                    (451,493)
                                                                      ---------
        Net decrease in cash                                             75,783

 Cash, beginning of period                                                    0
                                                                      ---------
 Cash, end of period                                                  $  75,783
                                                                      =========

The accompanying notes are an integral part of these financial statements.

<PAGE>

Notes to Financial Statements


    1. Formation of Capital Industries Liquidating Trust:

       Haygood  Limited  Partnership  (Haygood)  and  Capital  Industries,  Inc.
       (Capital),  entered into an Asset Purchase and Sale Agreement on July 17,
       1995, as amended  September 28, 1995,  whereby  Capital agreed to sell to
       Haygood  substantially all of the assets associated with Capital's wholly
       owned  subsidiary  Truckpro  Parts and  Service,  Inc.  (Truckpro).  Upon
       divestiture  of  Truckpro,  Capital  established  the Capital  Industries
       Liquidating  Trust (the "Trust") on April 24, 1996.  Capital  transferred
       all  remaining  assets and  liabilities  previously  owned or owed to the
       Trust,  and Capital was effectively  liquidated.  Net assets  transferred
       from Capital to the Trust were as follows: 

       Cash and cash equivalents                                   $   562,018
       Assets held by HCT Trust                                        766,901
       Land and land improvements                                      222,910
       Building                                                        358,240
       Other assets                                                     12,157
       Accrued  expenses                                               (56,449)
                                                                   -----------
         Net assets  transfer red                                  $ 1,865,777
                                                                   ===========

       The  purpose of the Trust is to  liquidate  the Trust  estate in a manner
       calculated  to conserve  and protect the Trust  estate and to collect and
       distribute the income and proceeds to the Trust beneficiaries in a prompt
       and orderly  fashion after payment for expenses.  The Trust will continue
       until all distributions of the Trust estate are completed or at April 24,
       1999, whichever occurs first.


     2. Summary of Significant Accounting Policies:

     a.   Liquidation  Basis  of  Accounting:  These  financial  statements  are
          prepared on a liquidation  basis of accounting  which is in conformity
          with  generally  accepted   accounting   principles  for  entities  in
          liquidation.

     b.   Building and Land  Improvements:  Building and land  improvements  are
          depreciated  using the  straight-line  method over the useful lives of
          the  assets,  estimated  to be 20 years for land  improvements  and 40
          years for the  building.  Expenditures  for improving or rebuilding an
          existing  asset  which  extends  the  useful  life  of the  asset  are
          capitalized.

     c.   Use of  Estimates in the  Preparation  of  Financial  Statements:  The
          preparation  of financial  statements  in  conformity  with  generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions   affecting  the  reported   amounts  of  assets  and
          liabilities,  the disclosure of contingent  assets and  liabilities at
          the date of the  financial  statements,  and the  reported  amounts of
          revenue and expense during the reporting period.  Actual amounts could
          differ from the estimated amounts.

<PAGE>
    2. Summary of Significant Accounting Policies, continued:

     d.   Rental Income: Haygood is currently leasing the Jacksonville, Florida,
          property  owned by the Trust for $5,000 per month.  This rental income
          is recognized when earned by the Trust.

     e.   Income Taxes:  The Trust  qualifies as a grantor trust under  Internal
          Revenue Code Sections  671-679 and similar  state tax codes.  As such,
          the Trust is not  subject to  federal  and state  income  taxes on its
          income. The income and expenses of the Trust are passed through to and
          are reportable by the beneficiaries for income tax reporting purposes.

    3. HCT Trust Agreement:

     In  accordance  with the  Agreement,  a trust was  created  (HCT  Trust) to
     provide a source of funds for  indemnification  claims made by Haygood,  if
     any.  Upon  satisfaction  of any claims made by Haygood,  the assets of HCT
     Trust will revert to the Trust.  The HCT Trust Agreement  between and among
     Capital,  Truckpro,  and Haygood was entered into as of September 28, 1995.
     Assets owned by HCT Trust as of December 31, 1996 are comprised of $550,344
     of  restricted  cash and $227,930 of notes  receivable  due January 1, 1998
     from HD America, Inc. (HDA), a truck parts buying cooperative.  Significant
     provisions of the HCT Trust Agreement are summarized below:

     a.   The HCT Trust shall  commence on the execution date and have a term of
          three years, and will terminate on September 30, 1998.

     b.   The HCT Trust was not  established  for the purpose of  continuing  or
          engaging in the conduct of a trade or business.

     c.   In a consent to assignment, HDA has indicated to the Trust and Haygood
          its  willingness to consent to an assignment of both the  certificates
          and  the  proceeds  of  the   certificates  to  the  HCT  Trust,   and
          subsequently to Haygood,  and to make payments under the  certificates
          either  to the  HCT  Trust  or  Haygood  following  such  assignments,
          provided the  certificates  remain  nonnegotiable  following each such
          assignment and all debts to HDA have been paid in full.

     d.   Provided  there are no outstanding  claims  reported by Haygood to the
          trustees  of the HCT  Trust  as of the  release  of  funds  date,  the
          trustees shall, upon written notice,  distribute the funds and accrued
          earnings contained in the HCT Trust to the Trust on December 31, 1996,
          December 31, 1997, and the third anniversary of the closing. HCT Trust
          distributed  $296,236  to the  trust on  January  6,  1997.  There are
          currently no such claims being asserted by Haygood.

     e.   On the  termination  date,  if no claims  for  indemnification  remain
          outstanding,  Haygood will purchase the remaining unpaid HDA note from
          the trustees of the HCT Trust.

     4.   Fixed Assets

          Major classes of fixed assets, net, consist of the following:

          Land                                                       $ 200,000
          Land  improvements                                            22,910
          Building                                                     358,240
                                                                     ---------
                                                                       581,150
          Less accumulated depreciation                                 (6,900)
                                                                     ---------
                                                                     $ 574,250
                                                                     =========

       The Trust initially  valued the fixed assets based upon the results of an
appraisal completed on July 24, 1996.

    5. Environmental Liability:

       Capital was identified as a "potentially  responsible party" for clean-up
       of environmental  pollution which occurred on the Jacksonville,  Florida,
       property  owned by Capital.  The  liability  for  Capital's  share of the
       clean-up costs was transferred to the Trust and management  believes that
       adequate provision has been made for all obligations.

    6. Beneficiaries of the Trust:

       The Trust agreement  provides that at least  annually,  and on such other
       times as may be  determined,  the cash and noncash  assets  comprising  a
       portion of the Trust Estate may be  distributed to the  Beneficiaries  of
       the Trust.  The Trust has 273,632  units  outstanding  as of December 31,
       1996. On October 21, 1996, the Trust paid $451,493 as a  distribution  to
       unitholders of the Trust,  which  represented a distribution of $1.65 per
       unit. An additional  distribution  of $314,677 was made to unitholders of
       the Trust on January 14, 1997, which  represented a distribution of $1.15
       per unit.

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirement  of  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on behalf of the undersigned, thereto duly authorized.



                                         CAPITAL INDUSTRIES LIQUIDATING TRUST



Date: March 27, 1997                     By:  /s/ Paul A. Shively
                                              ----------------------------------
                                              Paul A. Shively, Trustee