Securities Exchange Act of 1934 - Section 12(g)

No Action, Interpretive and/or Exemptive Letter:

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Shelbourne Properties I, Inc.
     Shelbourne Properties II, Inc.
     Shelbourne Properties III, Inc. (collectively "the Companies")
     Shelbourne I Liquidating Trust
     Shelbourne II Liquidating Trust
     Shelbourne III Liquidating Trust (collectively "the Liquidating Trusts")
     Incoming letter dated April 29, 2004

On the basis of the facts presented, this Division will not recommend enforcement action to the Commission if the Liquidating Trusts, in reliance on your opinion of counsel that the Liquidating Trusts are not the issuers of "equity securities" within the meaning of Section 12(g) of the Act, operate as described in your letter without compliance with the registration and reporting requirements of the Securities Exchange Act of 1934.

In arriving, at this position we note that:

• the Companies' stockholders approved and adopted the Plans of Liquidation and Dissolution;
   
• the Companies are current and timely in their reporting obligations under the Exchange Act;
   
• the Companies filed Certificates of Dissolution with the Delaware Secretary of State and the effective date of the dissolution was November 17, 2002;
   
• the Beneficial Interests in the Liquidating Trusts will not be transferable or assignable except by operation of law;
   
• the Beneficial Interests will not be represented by certificates;
   
• the purpose of the Liquidating Trusts will be to liquidate and distribute the assets transferred to them;
   
• the Liquidating Trusts will terminate upon the earlier of the distribution to the Beneficiaries of all of its assets or three years from the date assets were first transferred to it (provided that if the Liquidating Trusts' existence is extended beyond such three year period, the Liquidating Trusts will request and receive additional no-action assurance from the Division prior to any such extension);
   
• neither the Trustee nor other persons affiliated with the Liquidating Trusts or the Companies will take any actions to facilitate or encourage any trading in the Beneficial Interests or any instrument or interest tied to the value of the Beneficial Interests;
   
• the Trustee will provide each holder of Beneficial Interests with periodic reports containing unaudited financial statements and certain other information and will file such reports on Forms 10-K and 8-K; and
   
• the Form 10-K will include as exhibits certifications in the form set forth in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only. It does not express any legal conclusion on the question presented.

Incoming Letter:

KMZ Rosenman
Katten Muchin Zavis Rosenman
575 Madison Avenue
New York, NY 10022-2585

April 29, 2004

BY FACSIMILE - (212) 942-9635 AND REGULAR MAIL

Carol McGee
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: No-Action Request - Shelbourne Liquidating Trusts
     Shelbourne Properties I, Inc. (File No. 0-16345)
     Shelbourne Properties II, Inc. (File No. 0-16341)
     Shelbourne Properties III, Inc. (File No. 0-16343

Dear Ms. McGee:

In accordance with our conversations earlier today, we are revising the prior request for no-action relief contained in our letter of April 28, 2004. This letter supersedes and replaces our prior letter.

We are writing on behalf of our clients, Shelbourne Properties I, Inc. ("Shelbourne I"), Shelbourne Properties II, Inc. ("Shelbourne II"), and Shelbourne Properties III, Inc. ("Shelbourne III") (Shelbourne I, Shelbourne II and Shelbourne III collectively, the "Shelbourne Corporations"), each a Delaware corporation, and their respective future successors-in-interest, Shelbourne I Liquidating Trust, Shelbourne II Liquidating Trust and Shelbourne III Liquidating Trust, each a liquidating trust (a "Liquidating Trust" and collectively, the "Liquidating Trusts") to be established to complete the liquidation of the respective Shelbourne Corporation's remaining assets, pursuant to and in accordance with the Plans of Liquidation adopted by each of the Shelbourne Corporations on October 29, 2002 (the "Plans of Liquidation"), as more fully described below. We request that the Division of Corporation Finance confirm that, in the circumstances described herein, it will not recommend any enforcement action to the Securities and Exchange Commission (the "Commission") if the Liquidating Trusts do not register and report with respect to the beneficial interests in the Liquidating Trusts (the "beneficial interests") under Sections 12(g) and 13, or comply with the proxy rules contained in Section 14, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Division of Corporation Finance concludes that it is inappropriate to handle the above request through the no-action letter process, please consider this request as an application pursuant to Section 12(h) of the Exchange Act.

I. BACKGROUND

A. History of the Shelbourne Corporations; Assets

History

Each of the Shelbourne Corporations began its operations in April 2001 and since that time has been engaged in the business of owning and operating income-producing properties. The Shelbourne Corporations were formed as part of the conversion of three real estate limited partnerships into publicly traded real estate investment trusts. Those limited partnerships, Integrated Resources High Equity Partners, Series 85, High Equity Partners L.P. - Series 86 and High Equity Partners L.P. - Series 88 were converted into Shelbourne I, Shelbourne II and Shelbourne III, respectively. Each of Shelbourne I, Shelbourne II and Shelbourne III owns property interests through an Operating Partnership, Shelbourne Properties I L.P., (the "Shelbourne I Operating Partnership"), Shelbourne Properties II, L.P., (the "Shelbourne II Operating Partnership") and Shelbourne Properties III, L.P. (the "Shelbourne III Operating Partnership" and collectively with the Shelbourne I Operating Partnership and the Shelbourne II Operating Partnership, the "Shelbourne Operating Partnerships"), respectively. As of the date hereof, Shelbourne I, Shelbourne II and Shelbourne III had 839,286, 894,792 and 788,772 shares of common stock outstanding, respectively, and as of January 31, 2004 had 1,710, 2,467 and 1,256 stockholders of record, respectively. The common stock of each of the Shelbourne Corporations is registered under Section 12(b) of the Exchange Act and listed on the American Stock Exchange (the "AMEX") and each of the Shelbourne Corporations has filed in a timely manner all periodic reports required by the Exchange Act.

Current Assets

As of the date hereof, the Shelbourne I Operating Partnership owns a 50% interest in an office building in Seattle, Washington and holds a mortgage on a property owned by the Shelbourne II Operating Partnership; the Shelbourne II Operating Partnership owns a shopping center in Matthews, North Carolina, an office building in Richmond, Virginia, and a 50% interest in the same office building in Seattle, Washington in which the Shelbourne I Operating Partnership also owns a 50% interest; and the Shelbourne III Operating Partnership holds a mortgage on a property owned by the Shelbourne II Operating Partnership.

The Shelbourne Operating Partnerships also own a joint venture that owns 20 motel properties that are net leased to an affiliate of ACCOR S.A. (the "ACCOR Properties"). The interests in this joint venture are beneficially owned by the holder of Class A Preferred Partnership Units in each of the Shelbourne Operating Partnerships. Accordingly, the ACCOR Properties will not be transferred to the Liquidating Trusts since none of the Shelbourne Corporations owns any interest in the ACCOR Properties.

The Plans of Liquidation

In August 2002, the Board of Directors of each of the Shelbourne Corporations adopted a Plan of Liquidation and directed that it be submitted to such corporation's stockholders for approval. The stockholders of each of the Shelbourne Corporations approved its Plan of Liquidation at special meetings of stockholders held on October 29, 2002. Each of the Plans of Liquidation contemplates the orderly sale of all of the respective Shelbourne Corporation's assets for cash or such other form of consideration as may be conveniently distributed to such corporation's stockholders and the payment of (or provision for) such corporation's liabilities and expenses, as well as the establishment of a reserve to fund such corporation's contingent liabilities. Each Plan of Liquidation gives the respective Shelbourne Corporation's Board of Directors the power to sell any and all of the assets of such corporation without further approval by such corporation's stockholders. Certificates of Dissolution for each of the Shelbourne Corporations were filed in Delaware on November 17, 2002 and became effective on that date.

B. Ownership Structure of the Shelbourne Corporations

Each Shelbourne Corporation owns a direct 99% limited partnership interest, and an indirect 1% general partnership interest, in its respective Operating Partnership. In addition, each of the Operating Partnerships has outstanding Class A Preferred Units and Class B Units (the "Class B Units"). As discussed above, the Class A Units are entitled to all economic interests relating to the ACCOR Properties and those properties therefore will not be transferred to the Liquidating Trust. The Class B Units were approved as part of the Plans of Liquidation. The terms of the Class B Units entitle the holder of the Class B Units to receive 15% of all distributions made by each Shelbourne Corporation after shareholders have received aggregate per share distributions in excess of specified amounts. Shareholders have received the specified amounts in the case of Shelbourne I and Shelbourne III and substantially all of the specified amount in the case of Shelbourne II.

Process of Liquidation

Since the adoption of Shelbourne I's Plan of Liquidation, the Shelbourne I Operating Partnership has sold its property located in Ft. Lauderdale, Florida, its joint venture properties located in New York, New York and San Diego, California, and its property located in Towson, Maryland. As a result of these sales, the only remaining property interests of the Shelbourne I Operating Partnership are a 50% ownership interest in an office building in Seattle, Washington, a mortgage on a property owned by the Shelbourne II Operating Partnership and its interest in the ACCOR Properties. Pursuant to its Plan of Liquidation, Shelbourne I has paid aggregate dividends of $65.82 per share.

Since the adoption of Shelbourne II's Plan of Liquidation, the Shelbourne II Operating Partnership has sold its properties located in Raleigh, North Carolina and Melrose Park, Illinois and its joint venture properties located in Hilliard, Ohio, New York, New York, San Diego, California, Grove City, Ohio and Columbus, Ohio. As a result of these sales, the only remaining property interests of the Shelbourne II Operating Partnership are a shopping center in Matthews, North Carolina, an office building in Richmond, Virginia, a 50% ownership interest in the same office building in Seattle, Washington in which the Shelbourne I Operating Partnership also owns a 50% interest, and its interest in the ACCOR Properties. Pursuant to its Plan of Liquidation, Shelbourne II has paid aggregate dividends of $65.25 per share.

Since the adoption of Shelbourne III's Plan of Liquidation, the Shelbourne III Operating Partnership has sold its properties located in Livonia, Michigan, Melrose Park, Illinois and Las Vegas, Nevada, and its joint venture properties located in Hilliard, Ohio, New York, New York, Indianapolis, Indiana, Grove City, Ohio, and Columbus, Ohio. As a result, the only property interests of the Shelbourne III Operating Partnership are a mortgage on a property owned by the Shelbourne II Operating Partnership and its interest in the ACCOR Properties. Pursuant to its Plan of Liquidation, Shelbourne III has paid aggregate dividends of $48.65 per share.

Liquidating Trusts

On or about April 30, 2004 each of the Shelbourne Corporations will form a Liquidating Trust pursuant to a Liquidating Trust Agreement and Declaration of Trust (a "Liquidating Trust Agreement"). At such time, the interests of each of the Shelbourne Corporations and the holder of the Class B Units in the Operating Partnerships will be redeemed; all of the assets of the Shelbourne Corporations and their respective Operating Partnerships (other than the ACCOR Properties, which will remain in the three Operating Partnerships for the benefit of the holder of the Class A Units) will be transferred to the respective Liquidating Trusts; and all of the liabilities of the Shelbourne Corporations and the Operating Partnerships (other than those relating to liabilities associated with the ACCOR Properties) will be assumed by the respective Liquidating Trusts.

Following the establishment of the Liquidating Trusts, each stockholder of the Shelbourne Corporations will become a beneficiary under the applicable Liquidating Trust and will receive one unit of beneficial interest in the applicable Liquidating Trust for each Shelbourne Corporation share owned. Since the shareholders of Shelbourne I and Shelbourne III have already received aggregate distributions in excess of the specified amounts provided for in their respective Plans of Liquidation, the holder of Class B Units in Shelbourne I and Shelbourne III will receive 15% of the units of beneficial interest in their respective Liquidating Trusts. Since shareholders of Shelbourne II have not received aggregate distributions equal to the specified amounts provided for in its Plan of Liquidation, provision will be made in the Shelbourne II Liquidating Trust for the holder of the Class B Units to receive a beneficial interest in the Shelbourne II Liquidating Trust that will entitle such holder to 15% of all distributions made by the Shelbourne II Liquidating Trust after such time as aggregate distributions from Shelbourne II and the Shelbourne II Liquidating Trust exceed the specified amount. As of March 15, 2004, the unpaid specified amount was $3.21 per share.

After a Shelbourne Corporation's assets are transferred to a Liquidating Trust, all outstanding shares of such corporation will automatically be deemed cancelled. No certificates will be issued representing ownership of the beneficial interests. The original trustee of each of the Liquidating Trusts is expected to be Arthur N. Queler (the "Trustee").

The purpose of the Liquidating Trusts is to wind up the affairs of the respective Shelbourne Corporations and liquidate the remaining assets, distribute the proceeds therefrom to the holders of beneficial interests and pay any liabilities, costs and expenses of such Shelbourne Corporations or the Liquidating Trusts. Trading in the Common Stock of each of the Shelbourne Corporations was suspended by the AMEX following the close of trading on April 23, 2004. The stock transfer books of each of the Shelbourne Corporations were closed as of April 23, 2004 and that date will be the record date for determining the stockholders of record who will become holders of beneficial interests. On April 30, 2004, it is expected that each of the Shelbourne Corporations will transfer all of its remaining assets and liabilities to the Liquidating Trusts, and each of the Shelbourne Corporations will file a Form 15 with the Commission to terminate the registration of its stock under the Exchange Act and cease filing periodic reports with respect thereto.

C. Terms of the Liquidating Trusts

The terms of the Liquidating Trust Agreements will provide that the beneficial interest of a beneficiary may not be transferred; provided that the beneficial interests will be assignable or transferable by will, intestate succession, or operation of law. The Liquidating Trust Agreement will provide that the Trustee and anyone affiliated with the Trustee will not take any action to facilitate or encourage any trading in the beneficial interests or in any instrument tied to the value of the beneficial interests such as due bill trading. Anyone affiliated with the Shelbourne Corporations or the Liquidating Trust will also agree not to take any such action.

The Liquidating Trusts will be organized for the sole purpose of winding up the affairs and liquidating the assets of the Shelbourne Corporations with no objective to continue or engage in the conduct of a trade or business or cause any subsidiary to continue or engage in the conduct of a trade or business, except as necessary for the orderly liquidation of the assets of the Liquidating Trusts. The Liquidating Trusts' activities will be restricted to the holding, collection and sale of the assets transferred by each of the Shelbourne Corporations to its respective Liquidating Trust and the payment and distribution thereof, and to the conservation and protection of such Liquidating Trust's assets and the administration thereof.

Each of the Liquidating Trusts will terminate upon the earliest of (i) the distribution of all such Liquidating Trust's assets in accordance with the terms of its Liquidating Trust Agreement, or (ii) the expiration of a period of three years from the date assets are first transferred to such Liquidating Trust. No amendment will be made to any of the Liquidating Trusts to extend their termination beyond a period of three years unless the Trustee shall have requested and received additional no-action assurances from the Commission prior to any such extension.

The Trustee of each Liquidating Trust will be required to issue annual reports to the beneficiaries showing the assets and liabilities of such Liquidating Trust at the end of each year and the receipts and disbursements of the Trustee with respect to such Liquidating Trust for each year. The annual reports will also describe the changes in a Liquidating Trust's assets and liabilities during the reporting period. The financial statements contained in such reports will be prepared in accordance with generally accepted accounting principles; however, it is not contemplated that the financial statements will be audited by independent public accountants. The annual reports furnished to the holders of beneficial interests will be filed with the Commission under cover of Form 10-K using the Commission file number of the corresponding Shelbourne Corporation. The Trustee will sign and file a certification with respect to the annual reports in the form attached hereto as Exhibit A. In this regard, the attached certification has been modified from the certification provided in Item 601 of Regulation SK in the following respects:

• Signatures: Because the Liquidating Trusts do not have a principal executive officer or principal financial officer, the signature requirements for the certifications will be met by the Trustee and all references in the certifications are solely to the Trustee.
   
• Board and Audit Committee: The Liquidating Trusts do not have a Board of Directors or an Audit Committee and therefore all references to the Board of Directors and Audit Committee have been deleted.
   
• Statement of Operations: The financial statements of the Liquidating Trusts will be provided on a liquidation basis and will therefore not include a Statement of Operations; all references to the results of operations have been deleted and replaced by references to changes in financial condition.
   
• Internal Controls: The references in Section 4 of the certification to internal controls over financial reporting and the design of such internal controls will be included in certifications accompanying annual reports at such time as such references would be required to be included by a registrant under the provisions of Rule 13a-15 under the Exchange Act. The attached certification specifically indicates all such references.
   

The Trustee will cause the Liquidating Trusts to file with the Commission current reports under cover of Form 8-K using the Commission file number for the corresponding Shelbourne Corporation whenever an event with respect to a Liquidating Trust occurs that would require the filing of Form 8-K by a company registered under the Exchange Act or whenever a material event relating to such Liquidating Trust's assets or liabilities has occurred and a copy of each such report will be sent to holders of beneficial interests in such Liquidating Trust. It is not presently contemplated that the Liquidating Trusts will provide beneficiaries with quarterly reports and, therefore, no quarterly reports will be filed under cover of Form 10-Q for the Liquidating Trusts.

II. ANALYSIS

The Commission or its staff has in the past consistently agreed to grant relief from the Section 13(a) and 15(d) reporting requirements for quarterly reports on Form 10-Q and with respect to the inclusion of audited financial statements in annual reports on Form 10-K to registrants who have substantially curtailed their operations upon a showing that not filing quarterly reports or including audited financial statements in annual reports would not significantly alter the total information available to investors and that filing quarterly reports and including audited annual financial statements in annual reports would present an unnecessary burden or expense. See Exchange Act Release No. 9660 (June 30, 1972) (Release 34-9660) and the following no-action letters: Wilmington Trust Company et al. (Pub. Avail Feb. 26, 2003), PLM Growth Fund III, Liquidating Trust (Pub. Avail. June 9, 2003), Burnham Pacific Properties, Inc., BPP Liquidating Trust (Pub. Avail. June 21, 2002); Cambridge Advantaged Properties II Limited Partnership (Pub. Avail. Feb. 6, 2002); JG Industries, Inc. (Pub. Avail. June 18, 2001); Secom General Corporation (Pub. Avail. March 21, 2001); Phoenix Medical Technology, Inc. (Pub. Avail. Nov. 17, 2000); Roberds, Inc. (Pub. Avail. October 4, 2000); MGI Properties, MGI Liquidating Trust (Pub. Avail. Sept. 29, 2000); M-L Lee Acquisition Fund, L.P. (Pub. Avail. Feb. 4, 2000); JMB Income Properties, Ltd. -XIII (Pub. Avail. May 13, 1999); JMB Income Properties, Ltd. -IX (Pub. Avail. Apr. 24, 1997); JMB Mortgage Partners, Ltd. (Pub. Avail. Apr. 24, 1997); Rathbone, King & Seeley, Inc (Pub. Avail. July 30, 1993); Oppenheimer Landmark Properties (Pub. Avail. Mar. 9, 1993); VHA Enterprises, Inc. (Pub. Avail. January 7, 1993); Grubb & Ellis Realty Income Trust Liquidating Trust (Pub. Avail. May 26, 1992); JMB Realty Trust (Pub. Avail. November 19, 1990); Federated Natural Resources Corp. (Pub. Avail. July 13, 1989); SMI Liquidating Corp. (Pub. Avail. Dec. 27, 1984); Invest-Tex, Inc. (Pub. Avail. January 12, 1987); Raymond Industries, Inc. (Pub. Avail. September 12, 1984); and United Western Corp. (Pub. Avail. Dec. 26, 1984).

Each Liquidating Trust will operate exclusively to liquidate its remaining assets, pay its expenses and obligations and distribute cash to the holders of its beneficial interests. It will not operate in any capacity to acquire additional investments except as expressly described herein. The beneficial interests will not be listed on any exchange and will not be actively traded.

It is our opinion that the Liquidating Trusts will not be issuers of "equity securities" within the meaning of Sec. 12 of the Exchange Act. Each Liquidating Trust will operate solely for the purpose of liquidating and distributing the cash and the cash proceeds from the liquidation of the assets transferred to it, and will terminate upon the complete distribution of the trust corpus or the expiration of a period of three years from the date the assets were first transferred to it. Without limiting the foregoing, the Liquidating Trust will have no objective to continue or engage in the conduct of any trade or business. No certificates will be issued to represent the beneficial interests in the Liquidating Trusts and the beneficial interests will not be transferable (except in the limited circumstances described above). Due to the restriction on transfer, there is no market for the beneficial interests and, consequently, no need for the general public to have the type of information about the Liquidating Trusts required by Section 13 of the Exchange Act or the proxy rules. Nevertheless, holders of beneficial interests in the Liquidating Trusts will continue to receive periodic reports under cover of Forms 10-K and 8-K. The Commission or its staff has consistently accepted this position regarding the registration requirements of liquidating trusts. See, e.g., Wilmington Trust Company et al. (Pub. Avail Feb. 26, 2003), PLM Growth Fund III, Liquidating Trust (Pub. Avail. June 9, 2003), Burnham Pacific Properties, Inc., BPP Liquidating Trust, supra; Marriott Residence Inn II Limited Partnership (Pub. Avail. May 8, 2002); Marriott Residence Inn Limited Partnership (Pub. Avail. Feb. 20, 2002); MGI Properties, MGI Liquidating Trust, supra; JMB Income Properties, Ltd. -XIII, supra; VHA Enterprises, Inc., supra; Grubb & Ellis Realty Income Trust Liquidating Trust, supra; Federated Natural Resources Corp., supra; and Invest-Tex, Inc., supra.

Compliance with the reporting obligations of the Exchange Act would place an unreasonable financial and administrative burden on the Liquidating Trusts and significantly reduce the amount of distributions to holders of beneficial interests. The cost of auditing annual financial statements and preparing and filing quarterly reports would further decrease the proceeds available for distribution. Further, beneficiaries will receive annual statements from the Trustee and will be provided with other annual and current reports as deemed necessary by the Trustee, filed on Form 10-K or 8-K, as appropriate. Annual reports will contain information for a company in a non-operating, liquidation mode and an unaudited summary balance sheet prepared in accordance with generally accepted accounting principles. As discussed above, the Trustee will sign and file a certification with respect to the annual reports in the form attached hereto as Exhibit A.

Therefore, because there will be no market, public or private, for the beneficial interests and the Trustee of the Liquidating Trust will keep the holders of beneficial interests informed of pertinent fiscal developments through timely filings of annual reports and current reports under cover of Forms 10-K and 8-K, respectively, it is our opinion that no registration of beneficial interests is required under the Exchange Act, and that there is no need for the Liquidating Trusts to file quarterly reports on Form 10-Q, to include audited financial statements in its annual reports on Form 10-K or to comply with the proxy rules. The information required to be filed under cover of a Form 10-Q would be superfluous to information that each of the Liquidating Trusts will have already provided the holders of its beneficial interests. The Trustee desires to increase the amount available for distribution by avoiding the substantial costs of an internal and external audit for the 10-K and the costs of preparing 10-Qs for each of the Liquidating Trusts. Not requiring the Liquidating Trusts to file quarterly reports and annual reports that contain audited financial information would not be inconsistent with the protection of investors as the beneficial interests of each of the Liquidating Trusts will not be traded and holders thereof will be kept informed of material fiscal developments through annual and current reports. As such, the Trustee and the Liquidating Trusts believe that the foregoing meets the criteria established in Release 34-9660 (June 30, 1972), which set forth the Commission's position that relief from the reporting requirements may be granted where issuers can demonstrate that such relief is consistent with the protection of investors and that it would be difficult for the reporting company to comply with such requirements.

III. CONCLUSION AND REQUEST FOR NO-ACTION RELIEF

Based on the foregoing, we respectfully request the Division of Corporation Finance confirm that it will not recommend any enforcement action to the Commission if the Liquidating Trusts do not register under the Exchange Act and comply with the reporting requirements thereunder in the manner proposed above.

As noted above, the Shelbourne Corporations currently intend to dissolve and contribute all of their assets and liabilities to their respective Liquidating Trusts on or about April 30, 2004. If you have any questions with respect to this request or require any additional information, please contact the undersigned at (212) 940-8877 or Elliot Press of this office at (212) 940-6348.

In accordance with Securities Act Release No. 33-6269 (December 5, 1980), seven additional copies of this letter have been provided. Please acknowledge receipt of this letter by date stamping the enclosed copy of this letter and returning it in the enclosed self addressed stamped envelope.

MIF:bls

Exhibit A

Certification

I, Arthur N. Queler, Trustee of the Shelbourne [ ] Liquidating Trust (the "Liquidating Trust"), certify that:

1. I have reviewed this annual report on Form 10-K of the Liquidating Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, changes in financial condition and cash flows of the Liquidating Trust as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) *] for the Liquidating Trust and have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Liquidating Trust, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
    
2. [Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;^*]
    
3. Evaluated the effectiveness of the Liquidating Trust's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
    
4. Disclosed in this report any change in the Liquidating Trust's internal control over financial reporting that occurred during the Liquidating Trust's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the Liquidating Trust's internal control over financial reporting; and

5. This report discloses, based on my most recent evaluation of internal control over financial reporting:

1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Liquidating Trust's ability to record, process, summarize and report financial information; and
    
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Liquidating Trust's internal control over financial reporting.

Date: ___________

^* To be included at such time as required to be included pursuant to the provisions of Rule 13a-15 under the Exchange Act.

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