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, 2003

OR

[   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR15(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, 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  [   ]



---

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).



---

# Pacific Gulf Properties Liquidating Trust

# TABLE OF CONTENTS

|           |  | Page No.                                                                                                    
|---------- |  | ------------------------------------------------------------------------------------------------------------
|          
|PART I     |  |                                                                                                             
|          
|ITEM 1.    |  | BUSINESS                                                                                                    
|          
|ITEM 2.    |  | PROPERTIES                                                                                                  
|          
|ITEM 3.    |  | LEGAL PROCEEDINGS                                                                                           
|          
|ITEM 4.    |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                         
|          
|PART II    | 
|          
|ITEM 5.    |  | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|          
|ITEM 6.    |  | SELECTED FINANCIAL DATA                                                                                     
|          
|ITEM 7.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                       
|          
|ITEM 7A.   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                  
|          
|ITEM 8.    |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                 
|          
|ITEM 9.    |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                        
|          
|ITEM 9A.   |  | CONTROLS AND PROCEDURES                                                                                     
|          
|PART III   | 
|          
|ITEM 10.   |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                          
|          
|ITEM 11.   |  | EXECUTIVE COMPENSATION                                                                                      
|          
|ITEM 12.   |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS              
|          
|ITEM 13.   |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                              
|          
|PART IV    | 
|          
|ITEM 14.   |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                      
|          
|ITEM 15.   |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                                            
|          
|SIGNATURES |  | 15                                                                                                          



---

# 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, 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
| | - |  | -----------------------------------------------------------------------------------------------------------------------------

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
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1

---

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.

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 $700,000, of approximately $17,300,000.

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 $6,500,000. The Trust realized net proceeds, net
of closing costs of approximately $565,000, of approximately $5,935,000.

On February 6, 2003, the
Trust completed the sale of the remaining parcel of the Sacramento Property (146,893 square feet) for an aggregate sale price of
$6,100,000. The Trust realized net proceeds, net of closing costs of approximately $560,000, of approximately $5,540,000.

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.

On May 9, 2003, the Trustee
of the Trust made a cash distribution of $0.22 per unit ($5,706,605 in total) to the Beneficiaries.

2

---

On December 17, 2003, the
Trustee of the Trust made a FINAL cash distribution of $0.066236 per unit ($1,718,103 in total) to the Beneficiaries.

# ITEM 2.   PROPERTIES.

At December 31, 2003, the
Trust owned no properties.

# 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. (Dorsey to assist with language)

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.

# 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,
2003.

# PART II

# ITEM 5.   MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

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, 2003, the Trust had approximately 1,078 Beneficiaries of record and 25,939,116 units of
Beneficial Interest outstanding.

3

---

# 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, 2003 through December 31, 2003. These historical results are not necessarily indicative of the results to
be expected in the future.

|Operating Results and Distributions     (for the period January 1, 2003 through December 31, 2003) |  |  |   | (Unaudited) | 
|-------------------------------------------------------------------------------------------------- |  |  | - | ----------- | 
|Decrease in net assets                                                                             |  |  | $ | 8,664,154   | 
|Decrease in net assets per beneficial unit before distributions                                    |  |  | $ | 0.05        | 
|Distributions to Beneficiaries per beneficial unit                                                 |  |  | $ | 0.286236    | 
|Net Asset Data (at December 31, 2003)                                                              |  | 
|Total assets                                                                                       |  |  | $ | 37,741      | 
|Total liabilities                                                                                  |  |  | $ | 37,741      | 
|Beneficiaries net assets in liquidation                                                           |  |  | $ |            | 
|Net asset value per beneficial unit                                                                |  |  | $ |            | 

# 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.

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.

4

---

The Trust recorded a decrease
in net assets before distributions to beneficiaries of $1,227,425($0.05 per unit) for the period ended December 31, 2003. The
decrease in net assets primarily resulted from the sale of assets transferred to the Trust, interest income and general and
administrative expense. In February 2003, the Trust sold the remaining 146,893 square feet of the Sacramento Property that was
transferred to it by PGP for an aggregate sale price of $6,100,000 and realized proceeds, net of closing costs of approximately
$560,000, of approximately $5,540,000.

# 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.

# ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

|Contents                            |  |        | 
|----------------------------------- |  | ------ | 
|Unaudited Financial Statements      | 
|Statements of net assets            |  | 6      | 
|Statements of changes in net assets |  | 7      | 
|Statements of cash flows            |  | 8      | 
|Notes to financial statements       |  | 9  13 | 

5

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# Pacific Gulf Properties Liquidating Trust

# Statements of Net Assets
December 31, 2003 and 2002
(Unaudited)

|                                   | 2003 |  | 2002
|---------------------------------- | ---- |  | ----
|                                  
|Assets:                            |      |  |     
|Cash and cash equivalents (Note 4) |      |  | $   
|Interest receivable                |      |  |     
|Investment (Note 4)                |      |  |     
|Other receivables (Note 5)         |      |  |     
|Trustee fees receivable (Note 9)   |      |  |     
|Property held for sale (Note 5)    |      |  |     
|Note receivable (Notes 4 and 6)    |      |  |     
|                                   |     
|Total assets                       |      |  |     
|                                   |     
|Liabilities:                       |      | 
|Accrued liabilities (Note 7)       |      |  |     
|Trustee fees (Note 9)              |      |  |     
|Payable to Beneficiaries (Note 10) |      |  |     
|                                   |     
|Total liabilities                  |      |  |     
|                                   |     
|Net assets                         |      |  | $   
|                                   |     

See Notes to Financial Statements.

6

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# Pacific Gulf Properties Liquidating Trust

# Statements of Changes in Net Assets
For the Years Ended December 31, 2003 and 2002
(Unaudited)

|                                                           | 2003 |  | 2002
|---------------------------------------------------------- | ---- |  | ----
|                                                          
|Increase in net assets:                                    |      |  |     
|Sales of property (Note 5)                                 |      |  | $   
|Rental income, net (Note 5)                                |      |  |     
|Investment income (Note 2)                                 |      |  |     
|Miscellaneous income                                       |      |  |     
|                                                           |     
|Total increase in net assets                               |      |  |     
|                                                           |     
|Decrease in net assets:                                    |      | 
|Trustee fees (Note 9)                                      |      |  |     
|Basis of properties sold (Note 5)                          |      |  |     
|Closing and other costs related to property sales (Note 5) |      |  |     
|Litigation and settlement costs                            |      |  |     
|General legal expenses                                     |      |  |     
|Professional services                                      |      |  |     
|Other trust operating expenses                             |      |  |     
|                                                           |     
|Total decrease in net assets                               |      |  |     
|                                                           |     
|Increase (decrease) in net assets before distributions to  |      | 
|Beneficiaries                                              |      |  |     
|Distributions to Beneficiaries (Note 10)                   |      |  |     
|                                                           |     
|Decrease in net assets                                     |      |  |     
|Net assets, beginning                                      |      |  |     
|                                                           |     
|Net assets, ending                                         |      |  | $   
|                                                           |     

See Notes to Financial Statements.

7

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# Pacific Gulf Properties Liquidating Trust

# Statements of Cash Flows
For the Years Ended December 31, 2003 and 2002
(Unaudited)

|                                                                        | 2003 |  | 2002
|----------------------------------------------------------------------- | ---- |  | ----
|                                                                       
|Cash Flows From Operating Activities                                    |      |  |     
|Increase (decrease) in net assets before distributions to Beneficiaries |      |  | $   
|Transfer of assets and liabilities to the Trust                         |      |  |     
|(Gain) loss on sale of property                                         |      |  |     
|Basis of change in net assets:                                          |      | 
|Receivables                                                             |      |  |     
|Accrued expenses                                                        |      |  |     
|Trustee fees payable                                                    |      |  |     
|(Gain) loss on investment                                               |      |  |     
|                                                                        |     
|Net cash provided by (used in) operating activities                     |      |  |     
|                                                                        |     
|Cash Flows From Investing Activities                                    |      | 
|Proceeds from note receivable                                           |      |  |     
|Purchase of investment                                                  |      |  |     
|Proceeds from sale of investment                                        |      |  |     
|Proceeds from sale of property during period                            |      |  |     
|Distributions to Beneficiaries                                          |      |  |     
|                                                                        |     
|Net cash used in investing activities                                   |      |  |     
|                                                                        |     
|Net decrease in cash and cash equivalents                               |      |  |     
|Cash and Cash Equivalents                                               |      | 
|Beginning of period                                                     |      |  |     
|                                                                        |     
|End of period                                                           |      |  | $   
|                                                                        |     
|Noncash Activities                                                      |      | 
|Distributions payable to Beneficiaries                                  |      |  | $   
|                                                                        |     

See Notes to Financial Statements.

8

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# Pacific Gulf Properties Liquidating Trust

Notes to Financial Statements
(Unaudited)

---

# 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, 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, intestate
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:

|                            | 2003 |  | 2002
|--------------------------- | ---- |  | ----
|                           
|Interest income             |      |  | $   
|Realized gains (losses)     |      |  |     
|Interest on note receivable |      |  |     
|                            |     
|                            |      |  | $   
|                            |     

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 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.

9

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# Pacific Gulf Properties Liquidating Trust

Notes to Financial Statements
(Unaudited)

---

# 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. 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. No Purchase Agreement Liabilities have been incurred by the Trust.

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 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                                     
|Note receivable                                               
|Properties held for sale:                                     
|City of Industry                                              
|Commerce Park  Sacramento                                    
|                                                              
|Total property held for sale                                  
|Cash from City of Industry property to be transferred (Note 5)
|                                                              
|Total assets transferred to Trust                             
|                                                              

10

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# Pacific Gulf Properties Liquidating Trust

Notes to Financial Statements
(Unaudited)

---

# Note 4.      Cash and Cash Equivalents and Investment

Cash and cash equivalents consisted of depository accounts and money market
funds. As of December 31, 2002, the Trust held a promissory note, which matured 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 Post-Merger Adjustments (see Note 3), an excess cash balance of
$5 million must be maintained. 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, 2003 and 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, 2003.

# 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   |  
|Less: Value of property sold in February 2003         |  |  |   | (5,462,301  | )
|                                                      |  | 
|Property held for sale at December 31, 2003           |  |  | $ |            |  
|                                                      |  | 

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 $17,300,000. 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.

During 2003, the remaining portion of the Sacramento property was sold for an
aggregate selling price of $6,080,000. The Trust realized net proceeds (after the reduction of related costs) of approximately
$5,536,000. An adjustment of approximately $1,130,000 to reflect the difference between the carrying value of the basis of
property sold and the realizable value, after the settlement of operating income not previously transferred to the Trust, is
included with closing costs and other costs related to property sales in the statement of changes in net assets.

11

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# Pacific Gulf Properties Liquidating Trust

Notes to Financial Statements
(Unaudited)

---

# 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 during the year ended December 31, 2002.

# Note 7.      Accrued Liabilities

Accrued liabilities consisted of:

|                                            | December 31
|------------------------------------------- | -----------
|
|                                           
|Litigation/settlement of outstanding claims |            
|General legal expenses                      |            
|Professional services                       |            
|                                            |            
|Total accrued liabilities                   |            
|                                            |            

# Note 8.      Management Agreement

The Trust entered into a management agreement with PGP Partners, Inc.
(Manager) and PGP, whereby PGP Partners, Inc. would manage and market the Sacramento property. The agreement could be terminated
with one months notice or upon sale of the property. The agreement provided for commissions to be paid to the Manager for
the execution of lease agreements and occupancy of rental units. Commissions to be paid were defined in the agreement and
generally ranged from 1.5 percent to 6 percent. Management fees of 4 percent of gross monthly receipts were 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) was to be returned to the property. The agreement also provided for the payment of a commission of
one-half of one percent (0.5 percent) of the sales price for successfully selling the property.

# Note 9.      Fees Paid to the Trustee

In accordance with the Trust Agreement, fees paid or payable to the Trustee
for services provided of the Trust for the years ended December 31, 2003 and 2002, consisted of the following:

|                               | 2003 | 2002
|------------------------------ | ---- | ----
|                              
|Annual fee                     |      |     
|Maintenance of holder list     |      |     
|Processing payments to holders |      |     
|Administrative fee             |      |     
|Investment advisory fee        |      |     
|                               |     
|Total trustee fees             |      |     
|                               |     

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# Pacific Gulf Properties Liquidating Trust

Notes to Financial Statements
(Unaudited)

---

# Note 10.      Interim and Final 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 May 9,
2003, and September 18, 2002, $5,706,605 ($0.22 per beneficial interest unit) and $19,454,337 ($0.75 per beneficial interest
unit), respectively, were distributed or payable by the Trustee to the Beneficiaries as interim distributions. On December 17,
2003, a final distribution of $1,718,103 ($0.066236 per beneficial interest unit) was to be distributed by the Trustee to the
Beneficiaries. The actual amount distributed was $1,815,739, resulting in an overpayment of $97,636. That amount, less an
allowance for uncollectible overpayments of $12,021, is reflected as a reduction of the amount payable to Beneficiaries in the
statement of net assets. The $97,636 that remains to be paid to Beneficiaries was escheated in 2004.

13

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

Not
applicable.

# ITEM 9A.   CONTROLS AND PROCEDURES.

Not applicable.

# PART III

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

Wells Fargo Bank, 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 AND RELATED STOCKHOLDER MATTERS.

The following table sets
forth, as of December 31, 2003, 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 Trustee                       | Units of Interest Owned
|---------------------------------------------- | -----------------------
|(i)    None                                    |                        
|(ii)    Wells Fargo Bank, National Association |                        
|(iii)    As a group                            |                        
|(iv)    None                                   |                        

# ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not applicable.

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# PART IV

# ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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, 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 May 6, 2003.
Current Report on Form 8-K dated December 15, 2003.
| | -------------------------------------------------------------------------------------------------

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:                                       |  | /s/   Wells Fargo Bank, National Association | 
| |                                                                                                            
| | Wells Fargo Bank, National Association, solely as Trustee for the Pacific Gulf Properties Liquidating Trust |                                          

15

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