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 fourteen months ended February 28, 1999

                                       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 February 28, 1999, was $__________ N/A.

The  number of shares of the  Registrant's  Common  Stock,  without  par  value,
outstanding as of February 28, 1999, was 0 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

The Annual  Report to  unitholders  for the fourteen  months ended  February 28,
1999, 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.

     Because the Trust  distributed  all of its assets to its  beneficiaries  in
February,  1999,  the  Trust has no  closing  balance  sheet  and the  financial
statements  consist of a Statement of Changes in Net Assets in Liquidation and a
Statement of Cash Flows for the period from January 1, 1998 through February 28,
1999.

     The  Trust  will  file a  Current  Report  on Form 8-K on or about the date
hereof to indicate that the Trust has made final  distribution of its assets (as
the trustee's agreed to do in the discussions with the Commission's staff review
of the proxy materials related to the liquidation of Capital  Industries and the
formation of the Trust).

     Other than the Form 8-K  referenced  above,  neither  the Trust nor Capital
Industries will make any more filings under the Securities Exchange Act of 1934,
as amended (the "Act").  Capital  Industries  previously filed a From 15 on June
27, 1996, indicating that it is no longer a reporting company under the Act.


<PAGE>
Item II  Annual Report to Unitholders



                      CAPITAL INDUSTRIES LIQUIDATING TRUST

                              Financial Statements

                               For the Period from
                    January 1, 1998 through February 28, 1999







<PAGE>

[PRICEWATERHOUSECOOPERS [LOGO]
--------------------------------------------------------------------------------
                                                   | PRICEWATERHOUSECOOPERS LLP
                                                   | 2900 One American Square
                                                   | Box 82002
                                                   | Indianapolis, IN 46282-0002
                                                   | Telephone:  (317) 639 4161
                                                   | Facsimilie: (317) 638 5028
                                               


                        Report of Independent Accountants

To the Unitholders
Capital Industries Liquidating Trust

We have  audited  the  accompanying  statements  of  changes  in net  assets  in
liquidation  and cash  flows of  Capital  Industries  Liquidating  Trust for the
fourteen-month  period ended February 28, 1999.  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. 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 changes in the net assets in liquidation of Capital
Industries  Liquidating Trust and its cash flows for the  fourteen-month  period
ended  February 28, 1999,  in  conformity  with  generally  accepted  accounting
principles  applied  on the  basis  of  accounting  described  in the  preceding
paragraph.



/s/PricewaterhouseCoopers LLP

Indianapolis, Indiana
March 5, 1999



<PAGE>




Capital Industries Liquidating Trust

Statement of Changes in Net Assets in Liquidation 
for the period from January 1, 1998 through February 28, 1999
--------------------------------------------------------------------------------




Income:
         Rental                                                    $    17,500
         Interest                                                        8,631
         Miscellaneous                                                   3,026
         Gain on sale of Jacksonville
           property and excess land (Note 4)                            11,843
                                                                   -----------
                  Total income                                          41,000
                                                                   -----------


Expenses:
         Trustee expenses                                               41,652
         Depreciation expense                                            3,010
         Other                                                          40,023
                                                                   -----------

                  Total expenses                                        84,685 
                                                                   -----------

         Decrease in net assets from trust operations                  (43,685)

Net assets, beginning of period                                        900,154
Distribution to beneficiaries                                         (856,469)
                                                                   -----------
Net assets, end of period                                          $       ---
                                                                   ===========


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




                                      -2-
<PAGE>



Capital Industries Liquidating Trust
Statement of Cash Flows
for the period from January 1, 1998 through February 28, 1999



<TABLE>
<CAPTION>
Cash flows from operating activities:
<S>                                                                              <C>       
         Decrease in net assets from operations                                  $ (43,685)
         Depreciation                                                                3,010
         Gain on sale of Jacksonville property and excess land                     (11,843)
         Proceeds from sale of land and building, net of commission cost           326,233
         Adjustments to reconcile decrease in net assets from operations to
                  net cash used in operating activities:
                  Decrease in assets held by HCT Trust                             515,672
                  Decrease in accrued expenses                                     (11,677)
                                                                                 ---------
                  Net cash flows provided by operating activities                  777,710
                                                                                 ---------
Cash flows from financing activities:
         Distribution to unitholders                                              (856,469)
                                                                                 ---------
                  Net cash flows used in financing activities                     (856,469)
                                                                                 ---------
                  Net decrease in cash                                             (78,759)

Cash, beginning of period                                                           78,759
                                                                                 ---------
Cash, end of period                                                              $     ---
                                                                                 =========
</TABLE>




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

                                      -3-
<PAGE>



Capital Industries Liquidating Trust

Notes to Financial Statements
for the period from January 1, 1998 February 28, 1999
--------------------------------------------------------------------------------


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, (the  "Agreement")  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.   On  April  24,  1996,  the
       transferred assets were valued according to the results of an independent
       appraisal.

       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 was terminated
       in February 1999, as all amounts were  distributed  from the Trust to the
       unitholders.



2.     Summary of Significant Accounting Policies

       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.

       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.

       Rental Income

       During 1998 (prior to the sale of the Jacksonville,  Florida,  property),
       Haygood was  leasing the  Jacksonville,  Florida,  property  owned by the
       Trust for $5,000 per month. This rental income was recognized when earned
       by the Trust.

       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.



                                      -4-
<PAGE>

       Notes to Financial Statements, Continued


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

       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 America, Inc. (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, 1997, December 31, 1998, and the third anniversary of
              the closing. In accordance with these terms, HCT Trust distributed
              $515,672 to the Trust  during  1998.  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.  When all  notes  have been
              redeemed,  the remaining  cash balance will be  distributed to the
              Trust.


4.     Disposal of Real Estate

       On April 15, 1998, the Trustee sold the Jacksonville  property and excess
       land for $326,233 (net of commissions).  The  transactions  resulted in a
       gain on disposal of $11,843. Prior to the disposition of the property and
       excess land,  the Trust recorded a loss of $246,500 in 1997 to write down
       the Jacksonville property to its net realizable value.

5.     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.

       During the fourteen-month  period ended February 28, 1999, the Trust paid
       $856,469 as a  distribution  to  unitholders  of the Trust.  With 273,632
       units  outstanding,  the distribution  represented an amount of $3.13 per
       unit.

                                      -5-
<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 24, 1999                      By: /s/ Paul A. Shively
                                              ----------------------------------
                                              Paul A. Shively, Trustee