SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

         (Mark One)

               [ ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the Fiscal Year Ended December 31, 2002

                                       OR

               [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR
                    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 1-12768*

                    Pacific Gulf Properties Liquidating Trust
             (Exact name of registrant as specified in its charter)


             New York                                       41-6493035
             ---------                                      ----------
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)

              c/o Wells Fargo Bank Minnesota, National Association
                          Customized Fiduciary Services
                        Sixth and Marquette, MAC 9303-120
                              Minneapolis, MN 55479
              (Address and zip code of principal executive offices)

                                 (612) 316-1445
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

         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. [Not applicable]

                           Yes  [ ]  No  [ ]


<PAGE>


         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K 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.   [X]

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant: Not applicable.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                    --------
         *Pacific Gulf Properties Liquidating Trust is the distributee of
certain assets and liabilities of Pacific Gulf Properties Inc. and submits
reports under Pacific Gulf Properties' former Commission file number. This
report is not deemed to be "filed" under the Securities Exchange Act of 1934.
See, e.g., MGI Properties MGI Liquidating Trust (pub. Avail. Sept. 29, 2000) and
Burnham Pacific Properties, Inc. (pub. Avail. June 21, 2002).


<PAGE>


                    Pacific Gulf Properties Liquidating Trust

                                TABLE OF CONTENTS


                                     PART I                             Page No.

ITEM 1.   BUSINESS............................................................3

ITEM 2.   PROPERTIES..........................................................5

ITEM 3.   LEGAL PROCEEDINGS...................................................6

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................7


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS.........................................7

ITEM 6.   SELECTED FINANCIAL DATA.............................................8

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.................................8

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK.........................................................9

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................10

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE................................19


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................19

ITEM 11.  EXECUTIVE COMPENSATION.............................................19

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.........................................................19

ITEM 13.  CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS.....................20


                                     PART IV

ITEM 14.  CONTROLS AND PROCEDURES............................................20

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K........................................................20

SIGNATURES...................................................................20
<PAGE>


                                     PART I

ITEM 1. BUSINESS.

OVERVIEW

         The Pacific Gulf Properties Liquidating Trust (the "Trust") was
established pursuant to the Pacific Gulf Liquidating Trust Agreement dated
August 23, 2001 (the "Trust Agreement"), by and between Wells Fargo Bank
Minnesota, National Association (the "Trustee") and Pacific Gulf Properties Inc.
("PGP"). Pursuant to the Trust Agreement and to that Agreement and Plan of
Merger dated as of March 1, 2001 (the "Merger Agreement") by and between
FountainGlen Properties LLC ("FGP") and PGP, on August 23, 2001 certain assets
and liabilities of PGP were transferred to the Trust, and PGP merged (the
"Merger") with and into FGP and ceased its separate corporate existence.

         The Trust was formed in order to liquidate the assets and liabilities
so transferred to it and to distribute the net funds remaining following such
liquidation to the former shareholders of PGP (the "Beneficiaries"). Interests
in the Trust ("Beneficial Interests") are not assignable or transferable except
by will, intestate succession, or operation of law.

         The principal assets transferred to the Trust on August 23, 2001
included:

         -    An industrial property with 382,245 leasable square feet located
              in City of Industry, California (the "City of Industry Property")
         -    An industrial property with 269,146 leasable square feet located
              in Sacramento, California (the "Sacramento Property")
         -    Cash in the amount of $13,256,000
         -    A note receivable from PGP (assumed by operation of law by FGP)
              in the amount of $10,750,000
         -    A management agreement and certain other agreements associated
              with the City of Industry Property and the Sacramento Property


                                       3
<PAGE>


         The principal liabilities assumed by the Trust on August 23, 2001
included:

         -    The liabilities (with specified exceptions) of PGP associated
              with its prior ownership of the City of Industry Property and the
              Sacramento Property, including those associated with certain
              tenant lawsuits
         -    The obligations of PGP and FGP with respect to claims by
              purchasers of certain other industrial properties previously sold
              by PGP
         -    The obligation of PGP to make payments for certain post-closing
              consideration adjustments under the Merger Agreement and to pay
              other transaction costs associated with the Merger


TAX TREATMENT

         Because the Trust is classified as a liquidating trust it will be
treated as a grantor trust for Federal income tax purposes, and accordingly will
not be subject to tax on any income or gain recognized by it. Each Beneficiary
will be treated as the owner of his pro rata portion of each asset, including
cash, received by and held by the Trust and will be required to take into
account in computing his own taxable income, his pro rata share of each item of
income, gain and loss of the Trust.

         The Trust will issue an annual information statement to the
Beneficiaries with tax information sufficient to enable Beneficiaries to
complete their tax returns. Beneficiaries are urged to consult with their own
tax advisors as to their own filing requirements and the appropriate tax
reporting of this information on their returns.


REPORTS TO BENEFICIARIES; MEETINGS

         The Trustee is required to provide to the Beneficiaries and to file
with the Securities and Exchange Commission an annual report on Form 10-K and
interim reports on Form 8-K whenever, in the opinion of the Trustee, a
significant event relating to the Trust's assets has occurred.

         Generally, there will not be meetings of the Beneficiaries. However,
holders of at least 10% of the aggregate Beneficial Interests may require the
Trustee to call a meeting of the holders of the Beneficial Interests.


                                       4
<PAGE>


CITY OF INDUSTRY PROPERTY SALE

         On November 15, 2001, the Trust completed the sale of the City of
Industry Property for an aggregate sale price of $18,000,000. The Trust realized
net proceeds, net of closing costs of approximately $400,000, of approximately
$17,600,000.


SACRAMENTO PROPERTY SALE

         On May 31, 2002, the Trust completed the sale of 122,253 square feet of
the Sacramento Property for an aggregate sale price of $6,138,000. The Trust
realized net proceeds, net of closing costs of approximately $201,000, of
approximately $5,937,000.


DISTRIBUTIONS

         On December 31, 2001, the Trustee of the Trust made a cash distribution
of $1.00 per unit (25,939,116 in total) to the Beneficiaries.

         On September 18, 2002, the Trustee of the Trust made a cash
distribution of $0.75 per unit ($19,454,337 in total) to the Beneficiaries.

         IT HAS BEEN ESTIMATED THAT THE TRUST WILL MAKE ADDITIONAL FUTURE CASH
DISTRIBUTIONS OF APPROXIMATELY $0.25 PER UNIT OF BENEFICIAL INTEREST BASED UPON
FUNDS AVAILABLE, ESTIMATED NET PROCEEDS FROM THE ULTIMATE SALE OF THE REMAINDER
OF THE SACRAMENTO PROPERTY, THE ESTIMATED TIMING OF SUCH SALE, THE LEVELS OF
RESERVES DEEMED NECESSARY OR APPROPRIATE, AND OTHER CONSIDERATIONS. ALTHOUGH THE
TRUSTEE BELIEVES THAT THE ASSUMPTIONS AND PROJECTIONS USED IN ARRIVING AT THE
ESTIMATE OF THE REMAINING NET CASH LIQUIDATION PROCEEDS ARE REASONABLE, THERE
CAN BE NO ASSURANCE THAT SUCH ASSUMPTIONS WILL IN FACT PROVE CORRECT.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE ACTUAL REMAINING DISTRIBUTIONS
WILL NOT BE IN AN AMOUNT THAT WILL VARY MATERIALLY FROM THE TRUSTEE ESTIMATES OF
NET LIQUIDATION VALUES.


ITEM 2. PROPERTIES.

         At December 31, 2002, the Trust owned a 146,893 square foot industrial
property located in Sacramento, California, which was approximately 60% leased.
On February 6, 2003, the Trust completed the sale of the remaining Sacramento
Property for an aggregate sales price of $6,100,000. The Trust realized net
proceeds, net of closing costs of approximately $672,873, of approximately
$5,427,126.


                                       5
<PAGE>


         On July 31, 2002, the Trust received payment in full for the Note
Receivable from FGP in the amount of $10,750,000 plus accrued interest, for a
total payment of $10,796,285.


ITEM 3. LEGAL PROCEEDINGS.

         Litigation claims against FGP, related to properties formerly owned by
PGP, created two payment obligations of the Trust. One of these litigation
claims has been settled. The other is described below.

         CHILD ABUSE PREVENTION COUNCIL OF SACRAMENTO, INC.

         The Child Abuse Prevention Council of Sacramento, Inc. ("CAPC") leased
a portion of the Sacramento Property from PGP. At some unidentified time, mold
began to grow in the building. Upon discovery of the mold condition, CAPC
vacated the building. CAPC and several of its employees commenced an action in
California court alleging that PGP knew about the mold condition but failed to
warn CAPC about the problem and the potential health risks, and failed to take
adequate measures to correct the condition. CAPC sought damages for the costs of
relocating to a new facility. The employees sought damages for health problems
that they alleged were caused by mold exposure. The amount of the alleged actual
damages of CAPC and the employees was unspecified. CAPC and the employees also
sought punitive damages. PGP submitted defense of the case to its insurance
carriers, which accepted the defense subject to certain reservations. The
litigation has been settled without liability obligations of FGP or the Trust.
Such litigation, however, resulted in defense costs to FGP that are payable by
the Trust in the estimated amount of $210,000. Some portion of those defense
costs may be recoverable from the liability insurance company, but such recovery
may be disputed and is uncertain.


                                       6
<PAGE>


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of the Beneficiaries, through the
solicitation of proxies or otherwise, during the fiscal year ended December 31,
2002.


                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         There is no public market for the Beneficial Interests of the Trust.
The Beneficial Interests are not transferable except by will, intestate
succession, or operation of law. As of December 31, 2002, the Trust had
approximately 1,078 Beneficiaries of record and 25,939,116 units of Beneficial
Interest outstanding.


                                       7
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA.

         The following selected unaudited financial data of the Trust are
qualified by reference to and should be read in conjunction with the unaudited
financial statements, related notes thereto and other financial data included
elsewhere herein. The operating results reflected are for the period January 1,
2002 through December 31, 2002. These historical results are not necessarily
indicative of the results to be expected in the future.

OPERATING RESULTS AND DISTRIBUTIONS                                  (Unaudited)
(FOR THE PERIOD JANUARY 1, 2002 THROUGH DECEMBER 31, 2002)           -----------

Increase in net assets                                               $1,193,301

Increase in net assets per beneficial unit before distributions      $ 0.05

Distributions to Beneficiaries per beneficial unit                   $ 0.75


NET ASSET DATA (AT DECEMBER 31, 2002)

Total assets                                                         $8,804,800

Total liabilities                                                    $140,646

Beneficiaries' net assets in liquidation                             $8,664,154

Net asset value per beneficial unit                                  $0.33


ITEM 7. MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION
                  AND RESULTS OF OPERATIONS.

         The following discussion of results of operations and financial
condition should be read in conjunction with the Selected Financial Data (Item
6) and the Unaudited Financial Statements and Notes thereto (Item 8).

         The unaudited financial statements contained herein have been prepared
in accordance with accounting principles generally accepted in the United States
of America for an entity in liquidation.


                                       8
<PAGE>


         Pacific Gulf Properties Liquidating Trust (the "Trust"), a grantor
trust, was formed in order to liquidate the assets and liabilities transferred
to it by Pacific Gulf Properties Inc ("PGP") and to distribute the net funds
remaining following such liquidation to the former shareholders of PGP. The
Trust began operations on August 23, 2001 when PGP transferred certain of its
assets (consisting primarily of cash, a note receivable and two parcels of real
property), subject to certain identified liabilities, to the Trust. The Trustee
is charged with the duty to operate the Trust, liquidate its remaining assets,
provide for and satisfy its remaining liabilities and make distributions to the
Beneficiaries of the Trust.

         The Trust recorded an increase in net assets before distributions to
beneficiaries of $1,193,301($0.05 per unit) for the year ended December 31,
2002. The increase in net assets primarily resulted from the gain on property
sold, property operating income (which is defined as rental income less property
operating expense and real estate taxes), interest income and general and
administrative expense. In May 2002, the Trust sold 122,253 square feet of the
Sacramento Property that was transferred to it by PGP for an aggregate sale
price of $6,138,000 and realized proceeds, net of closing costs of approximately
$201,000, of approximately $5,937,000. The results for the period ended December
31, 2001 are not comparable to any prior period because the Trust began
operations as of August 23, 2001.

         At December 31, 2002, the Trust had assets of $8,804,800. The Trustee
believes that its cash resources, receivables and remaining one property are
sufficient to meet all anticipated liquidity requirements.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Trust is presently exposed to interest rate changes primarily as a
result of the short maturity of the financial instruments comprising its
portfolio of cash and cash equivalents.


                                       9
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


CONTENTS
         ---------------------------------------------------------------
         ---------------------------------------------------------------

         UNAUDITED FINANCIAL STATEMENTS

           Statements of net assets                                  11

           Statements of changes in net assets                       12

           Statements of cash flows                                  13

           Notes to financial statements                             14

         ---------------------------------------------------------------






                                       10
<PAGE>


PACIFIC GULF PROPERTIES LIQUIDATING TRUST

STATEMENTS OF NET ASSETS
DECEMBER 31, 2002 AND 2001
SEE ACCOUNTANT'S REPORT


                                                        2002           2001
------------------------------------------------------------------------------
Assets:
  Cash and cash equivalents (Note 4)                $ 1,680,382    $ 4,862,629
  Interest receivable                                     5,411         57,638
  Investment (Note 4)                                   500,420             --
  Other receivables (Note 5)                          1,156,286        995,334
  Property held for sale (Note 5)                     5,462,301     10,943,865
  Note receivable (Notes 4 and 6)                            --     10,750,000
                                                    --------------------------
      TOTAL ASSETS                                    8,804,800     27,609,466
                                                    --------------------------

Liabilities:
  Accrued liabilities (Note 7)                            8,197        561,671
  Trustee fees (Note 9)                                  34,683        121,375
  Payable to beneficiaries (Note 10)                     97,766          1,230
                                                    --------------------------
      TOTAL LIABILITIES                                 140,646        684,276
                                                    --------------------------
Commitments and contingencies (Notes 3, 4 and 5)
                                                    --------------------------
      NET ASSETS                                    $ 8,664,154    $26,925,190
                                                    ==========================

See Notes to Financial Statements.


                                       11
<PAGE>


PACIFIC GULF PROPERTIES LIQUIDATING TRUST

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2002
AND THE PERIOD AUGUST 23, 2001 THROUGH DECEMBER 31, 2001
SEE ACCOUNTANT'S REPORT

<TABLE>
<CAPTION>
                                                                     2002             2001
---------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
Increase in net assets:
  Assets transferred to the Trust (Note 3)                      $         --     $ 52,815,458
  Sales of property (Note 5)                                       6,137,500       18,000,000
  Rental income, net (Note 5)                                        730,703          779,716
  Investment income                                                  438,458          370,930
  Miscellaneous income                                                   543               --
                                                                -----------------------------
      TOTAL INCREASES IN NET ASSETS                                7,307,204       71,966,104
                                                                -----------------------------

Decrease in net assets:
  Trustee fees (Note 9)                                               74,403          129,858
  Basis of properties sold (Note 5)                                5,481,564       17,649,645
  Closing and other costs related to property sales (Note 5)         200,392          715,325
  Post-Merger Adjustment (Note 3)                                         --          137,395
  Litigation and settlement costs                                    285,170          366,544
  General legal expenses                                              31,511           90,088
  Professional services                                               23,174           11,595
  Other trust operating expenses                                      17,689            1,348
                                                                -----------------------------
      TOTAL DECREASE IN NET ASSETS                                 6,113,903       19,101,798
                                                                -----------------------------

      INCREASE IN NET ASSETS BEFORE DISTRIBUTIONS TO
       BENEFICIARIES                                               1,193,301       52,864,306

Distributions to beneficiaries (Note 10)                          19,454,337       25,939,116
                                                                -----------------------------
      INCREASE (DECREASE) IN NET ASSETS                          (18,261,036)      26,925,190

Net assets, beginning                                             26,925,190               --
                                                                -----------------------------
Net assets, ending                                              $  8,664,154     $ 26,925,190
                                                                =============================
</TABLE>

See Notes to Financial Statements.


                                       12
<PAGE>


PACIFIC GULF PROPERTIES LIQUIDATING TRUST

STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002
AND THE PERIOD AUGUST 23, 2001 THROUGH DECEMBER 31, 2001
SEE ACCOUNTANT'S REPORT

<TABLE>
<CAPTION>
                                                                     2002             2001
---------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
Cash Flows From Operating Activities
  Increase in net assets before distributions to beneficiaries  $  1,193,301     $ 52,864,306
  Transfer of assets and liabilities to the Trust                         --      (52,815,458)
  Gain on sale of property                                          (455,544)              --
  Basis of change in net assets:
    Receivables                                                     (108,725)        (837,354)
    Accrued expenses                                                (553,474)         561,671
    Trustee fees payable                                             (86,692)         121,375
    Unrealized (gain) loss on investment                                 475               --
                                                                -----------------------------
      NET CASH USED IN OPERATING ACTIVITIES                          (10,659)        (105,460)
                                                                -----------------------------

Cash Flows From Investing Activities
  Transfer of cash and cash equivalents to Trust                          --       13,256,330
  Proceeds from note receivable                                   10,750,000               --
  Purchase of investment                                            (500,895)              --
  Proceeds from sale of property during period                     5,937,108       17,649,645
  Distributions to beneficiaries                                 (19,357,801)     (25,937,886)
                                                                -----------------------------
      NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES         (3,171,588)       4,968,089
                                                                -----------------------------

      NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        (3,182,247)       4,862,629

Cash and Cash Equivalents
  Beginning of period                                              4,862,629               --
                                                                -----------------------------
  End of period                                                 $  1,680,382     $  4,862,629
                                                                =============================

Supplemental Schedule of Noncash Investing Activities
 Transfer of assets and liabilities to the Trust:
  Properties held for sale                                      $         --     $ 28,593,510
  Note receivable                                                         --       10,750,000
  Cash from City of Industry property to be transferred                   --          215,618
                                                                -----------------------------
                                                                $         --     $ 39,559,128
                                                                =============================

NONCASH ACTIVITIES
  Distributions payable to beneficiaries                        $     96,536     $      1,230
                                                                =============================
</TABLE>

See Notes to Financial Statements.


                                       13
<PAGE>


PACIFIC GULF PROPERTIES LIQUIDATING TRUST

NOTES TO UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 1. NATURE OF ORGANIZATION

The Pacific Gulf Properties Liquidating Trust (the Trust) was established
pursuant to the Pacific Gulf Liquidating Trust Agreement dated August 23, 2001
(the Trust Agreement), by and between Wells Fargo Bank Minnesota, National
Association (the Trustee) and Pacific Gulf Properties, Inc. (PGP). Pursuant to
the Trust Agreement and to the Agreement and Plan of Merger dated as of March 1,
2001 (the Merger Agreement), by and between Fountain Glen Properties LLC (FGP)
and PGP, certain assets and liabilities of PGP were transferred to the Trust on
August 23, 2001, and PGP merged (the Merger) with and into FGP and ceased its
separate corporate existence.

The Trust was formed in order to liquidate the assets and liabilities so
transferred to it and to distribute the net funds remaining following such
liquidation to the former shareholders of PGP (the Beneficiaries). Interests in
the Trust (Beneficial Interests) are not assignable or transferable except by
will, interstate succession or operation of law.

The common stock transfer books of PGP were permanently closed on August 23,
2001. All shareholders of PGP at that time were deemed to be Beneficiaries of
the Trust. There were 25,939,116 units of beneficial interest outstanding on the
basis of one unit of beneficial interest for each common share of PGP held on
August 23, 2001. The Trust Agreement sets forth a time limit of three years for
the disposition of the Trust's assets and distribution to the Beneficiaries,
unless a later termination is required by the Trustee of the Trust.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS: The Trust considers all demand accounts, money market
funds, and short-term investments with an original maturity of three months or
less to be cash and cash equivalents.

INVESTMENTS IN MARKETABLE SECURITIES: Investments in marketable securities are
recorded at fair value based upon quoted market prices. Interest income and
realized and unrealized gains are included in investment income in the statement
of changes in net assets.

Investment income consisted of the following for the periods ended December 31:

                                                            2002         2001
--------------------------------------------------------------------------------
Interest income                                          $ 122,405    $ 163,317
Realized gains (losses)                                       (475)      12,023
Interest on not receivable                                 316,528      195,590
                                                         ----------------------
                                                         $ 438,458    $ 370,930
                                                         ======================

PROPERTY HELD FOR SALE: Property held for sale is recorded at the amount which
the Trustee believes will be realized from the sale of the property. As a
result, costs associated with the property that would affect the ultimate sales
proceeds (i.e., prepaid rents, accounts receivable, property tax, commission or
security deposit liabilities) are incorporated into this estimate. As a result,
no specific receivables or payables related to the property held for sale are
reflected in the statement of net assets.

CONCENTRATION OF CREDIT RISK: The Trust is presently exposed to interest rate
changes primarily as a result of the short maturity of the financial instruments
comprising its portfolio of cash equivalents. In addition, the Trust maintains
its cash and cash equivalents in the Trust account which, at times, may exceed
federally insured limits. The Trust has not experienced any losses in such
accounts.


                                       14
<PAGE>


PACIFIC GULF PROPERTIES LIQUIDATING TRUST

NOTES TO UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAX STATUS: The Trust is considered a liquidating trust and is exempt
from paying income taxes under Treasury Regulations Section 301.7701-4 of the
Internal Revenue Code and applicable sections of state statutes.

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 the disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported changes
in net assets during the reporting period. All assets have been estimated at net
realizable value, and liabilities are reflected at their estimated settlement
amounts, if determinable. The valuation of certain assets and liabilities has
been estimated by the Trustee as of the date of the financial statements. One
such estimate is the valuation of the property held for sale. Due to inherent
uncertainties, actual realization of the assets and settlement of liabilities
could be materially different from the amounts indicated.


NOTE 3. ASSETS AND LIABILITIES TRANSFERRED TO THE TRUST

The Trust assumed all asserted and unasserted liabilities arising out of PGP's
ownership of assets. Liabilities transferred to the Trust included Purchase
Agreement Liabilities and Post-Merger Adjustments, as defined in the Liquidating
Trust Agreement.

Purchase Agreement Liabilities consisted of potential claims by purchasers with
respect to seven named properties. With the exception of the Commerce Park --
Sacramento, a portion of which has not been sold, no Purchase Agreement
Liabilities have been incurred by the Trust. The Trustee does not anticipate any
liabilities as a result of the Commerce Park -- Sacramento.

Post-Merger Adjustments would result in a liability to the Trust in the event
that net working capital (as defined in the Merger Agreement with FGP) was less
than $1 million or if there were any disputed amounts that would have resulted
in a decrease of cash consideration by FGP. A Post-Merger Adjustment of $137,395
(see Note 7) was paid to FGP during the year ended December 31, 2002.

Assets transferred to the Trust consisted of:

Assets transferred August 23, 2001:
  Cash and cash equivalents                                        $ 13,256,330
  Note receivable                                                    10,750,000
  Properties held for sale:
    City of Industry                               $ 17,649,645
    Commerce Park-- Sacramento                       10,943,865
                                                   ------------
  Total property held for sale                                       28,593,510
  Cash from City of Industry property
   to be transferred (Note 5)                                           215,618
                                                                   ------------
Total assets transferred to Trust                                  $ 52,815,458
                                                                   ============


                                       15
<PAGE>


PACIFIC GULF PROPERTIES LIQUIDATING TRUST

NOTES TO UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 4. CASH AND CASH EQUIVALENTS AND INVESTMENT

Cash and cash equivalents consisted of the following:

                                                          As of December 31
                                                     --------------------------
                                                         2002           2001
-------------------------------------------------------------------------------
Depository accounts and money market funds           $ 1,680,382    $   144,245
Corporate promissory notes (maturities less
  than three months)                                          --      4,718,384
                                                     --------------------------
Total cash and cash equivalents                      $ 1,680,382    $ 4,862,629
                                                     ==========================

As of December 31, 2002, the Trust held a promissory note, maturing in 2003,
with a fair market value of $500,420.

Article 5.7 of the Liquidating Trust Agreement contains provisions in which
excess cash balances (as defined by the Trust Agreement) must be maintained. In
the event there are pending Post-Merger Adjustments (see Note 3), an excess cash
balance of $5 million must be maintained. As of December 31, 2001, $137,395 was
payable to FGP (see Note 7) for Post-Merger Adjustments. In addition to the
aforementioned requirement, an excess cash balance of $10 million must be
maintained until the earlier of such time as loss mitigation insurance of $10
million is obtained or the specified lawsuit is settled. As of December 31,
2001, excess cash balances (as defined by the Trust Agreement) of $15,612,629
(cash and cash equivalents of $4,862,629 and a note receivable of $10,750,000)
were maintained. As of December 31, 2002, there were no pending Post-Merger
Adjustments, and the specified lawsuit had been settled. As a result, no excess
cash balance is required to be maintained as of December 31, 2002.


NOTE 5. PROPERTY HELD FOR SALE

A summary of property held for sale follows:

Properties transferred from PGP to the Trust (Note 3)              $ 28,593,510
  Less:  Value of property sold in November 2001                    (17,649,645)
                                                                   ------------
Property held for sale at December 31, 2001                          10,943,865
  Less:  Value of property sold in May 2002                          (5,481,564)
                                                                   ------------
Property held for sale at December 31, 2002                        $  5,462,301
                                                                   ============

During 2001, the Trust completed the sale of the City of Industry property for
an aggregate sale price of $18,000,000. The Trust realized net proceeds (after
the reduction of related costs) of approximately $17,200,000. The property
generated operating income of $354,133 during the period from August 31, 2001,
through November 15, 2001, the date of the sale. Residual operating cash of
$569,751 (operating income of $354,133 and cash to be transferred to the Trust
of $215,618) was transferred to the Trust during 2002.

During 2002, the Trust subdivided and sold a portion of a 269,146-square-foot
industrial property located in Sacramento, California (the Sacramento property),
for an aggregate sale price of $6,137,500. The Trust realized net proceeds
(after the reduction of related costs) of approximately $5,937,000. The property
generated operating income of $730,703 and $425,583 during the year ended
December 31, 2002, and the period from August 23, 2001, through December 31,
2001, respectively. Operating income was not transferred to the Trust and is
included in other receivables in the statement of net assets.


                                       16
<PAGE>


PACIFIC GULF PROPERTIES LIQUIDATING TRUST

NOTES TO UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 6. NOTE RECEIVABLE

A note receivable from FGP in the amount of $10,750,000, bearing interest at 5
percent, was transferred to the Trust on August 23, 2001, and repaid in July
2002.

The Trust received interest payments of $362,813 and $149,307 during the year
ended December 31, 2002, and the period ended August 23, 2001, respectively.

NOTE 7. ACCRUED LIABILITIES

Accrued liabilities consisted of:

                                                          As of December 31
                                                     --------------------------
                                                         2002           2001
-------------------------------------------------------------------------------
Litigation/settlement of outstanding claims          $     585          366,544
Post-merger adjustment                                      --          137,395
General legal expenses                                   7,612           51,448
Professional services                                       --            5,708
Other trust operating expenses                              --              576
                                                     --------------------------
TOTAL ACCRUED LIABILITIES                            $   8,197        $ 561,671
                                                     ==========================

NOTE 8. MANAGEMENT AGREEMENT

The Trust entered into a management agreement with PGP Partners, Inc. (Manager)
and PGP, whereby PGP Partners, Inc. will manage and market the Sacramento
property. The agreement may be terminated with one month's notice or upon sale
of the property. The agreement provides for commissions to be paid to the
Manager for the execution of lease agreements and occupancy of rental units.
Commissions to be paid are defined in the agreement and generally range from 1.5
percent to 6 percent. Management fees of 4 percent of gross monthly receipts are
also payable to the Manager on a monthly basis. Any excess cash (defined as cash
in the bank at the end of the prior month less the current month's budgeted
expenses) is to be returned to the property. The agreement also provides for the
payment of a commission of one-half of one percent (0.5 percent) of the sales
price for successfully selling the property.


<PAGE>


PACIFIC GULF PROPERTIES LIQUIDATING TRUST

NOTES TO UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 9. FEES PAID TO THE TRUSTEE

In accordance with the Trust Agreement, fees paid or payable to the Trustee for
services provided from the inception of the Trust through December 31 consisted
of the following:

                                                           2002          2001
-------------------------------------------------------------------------------
Acceptance fee                                                --      $  10,000
Annual fee                                                25,000        100,000
Receipt of holder list                                        --            615
Maintenance of holder list                                 5,390          5,390
Processing payments to holders                             4,043          4,043
Administrative fee                                        21,297          8,483
Investment advisory fee                                   18,673          1,327
                                                       ------------------------
Total trustee fees                                     $  74,403      $ 129,858
                                                       ========================

NOTE 10. INTERIM DISTRIBUTIONS

At such time as may be determined by the Trustee, the Trustee shall distribute
to the Beneficiaries, in proportion to the respective Beneficial Interests, an
amount that represents income from investments and cash comprising the net
assets of the Trust. That amount shall be reduced by the retention of reasonable
amounts of cash and property determined by the Trustee to be sufficient to meet
claims, expenses and contingent liabilities. On September 18, 2002, and December
31, 2001, $19,454,337 ($0.75 per beneficial interest unit) and $25,939,116 ($1
per beneficial interest unit), respectively, were distributed or payable by the
Trustee to the Beneficiaries.


NOTE 11. SUBSEQUENT EVENT

On February 6, 2003, the Trust completed the sale of the remaining Sacramento
property for an aggregate sales price of $6,100,000. The Trust realized net
proceeds (after the reduction of closing costs) of approximately $5,427,000.




                                       18
<PAGE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

         Not applicable.


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


               Wells Fargo Bank Minnesota, National Association serves as the
Trustee of the Trust. The Trust does not have employees or officers.


ITEM 11. EXECUTIVE COMPENSATION.

       Not applicable.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth, as of December 31, 2002, information
with respect to the ownership of Beneficial Interests in the Trust by (i) each
named executive of the Liquidating Trust, (ii) each Trustee of the Liquidating
Trust, (iii) all named executive officers and Trustees of the Liquidating Trust
as a group, and (iv) each person who, to the knowledge of management, owned
beneficially more than 5% of the units of Beneficial Interest.

   Name of Owner or                                Units of Interest Owned
      Trustee

(i)   None                                                  None

(ii)  Wells Fargo Bank Minnesota,
      National Association                                  None

(iii) As a group                                            None

(iv)  None                                                  None


                                       19
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS.

         Not applicable.


                                     PART IV


ITEM 14. CONTROLS AND PROCEDURES.

              Not applicable.


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

 (a) Exhibits.

         2.1 Agreement and Plan of Merger dated as of March 1, 2001 by and
         between FountainGlen Properties LLC and PGP incorporated by reference
         to Exhibit A of Pacific Gulf Properties Inc's definitive proxy
         statement dated July 13, 2001.

         4.1 Pacific Gulf Properties Liquidating Trust Agreement dated August
         23, 2001 by and between Wells Fargo Bank Minnesota, National
         Association and Pacific Gulf Properties Inc. incorporated by reference
         to Exhibit 99.1 of the Current Report on Form 8-K filed by the Trust on
         November 8, 2001.

(b) Reports on Form 8-K.

         Current Report on Form 8-K dated September 18, 2002 Current Report on
         Form 8-K dated June 4, 2002.



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.


                                   PACIFIC GULF PROPERTIES LIQUIDATING TRUST

                                   By:
                                       -----------------------------------------
                                       Wells Fargo Bank Minnesota, National
                                       Association, solely as Trustee for the
                                       Pacific Gulf Properties Liquidating Trust




                                       20