SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FARALLON CAPITAL MANAGEMENT LLC (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CITY INVESTING CO LIQUIDATING TRUST [ CNVLZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%
	3. Date of Earliest Transaction (Month/Day/Year) 01/19/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Trust Units of Beneficial Interest	01/19/2005		P		7,500	A	$1.71	3,558,143	D ( 1 ) ( 2 ) ( 3 )
Trust Units of Beneficial Interest	01/19/2005		P		4,600	A	$1.71	3,139,868	D ( 1 ) ( 2 ) ( 4 )
Trust Units of Beneficial Interest	01/19/2005		P		300	A	$1.71	1,874,772	D ( 1 ) ( 2 ) ( 5 )
Trust Units of Beneficial Interest	01/19/2005		P		400	A	$1.71	345,000	D ( 1 ) ( 2 ) ( 6 )
Trust Units of Beneficial Interest								1,086,961	D ( 1 ) ( 2 ) ( 7 )
Trust Units of Beneficial Interest								10,004,744	I	See footnotes ( 1 ) ( 2 ) ( 8 ) ( 9 )
Trust Units of Beneficial Interest	01/19/2005		P		13,547	A	$1.71	2,405,554	I	See footnotes ( 1 ) ( 2 ) ( 10 )
Trust Units of Beneficial Interest								12,410,298	I	See footnotes ( 1 ) ( 2 ) ( 11 ) ( 12 ) ( 13 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FARALLON CAPITAL MANAGEMENT LLC (Last) (First) (Middle) ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* DUHAMEL WILLIAM F (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANSICO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* FRIED RICHARD B (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANSICO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* LANDRY MONICA R (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* MELLIN WILLIAM F (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* MILLHAM STEPHEN L (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* PATEL RAJIV A (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* SCHRIER DEREK C (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* STEYER THOMAS F (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* WEHRLY MARK C (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group.

2. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities listed in footnotes (3) through (8) of this Form 4 and Chun R. Ding, Joseph F. Downes and Charles E. Ellwein, each as listed in footnote (11) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the transactions described in this Form 4 relating to such entities and individuals. Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 4.

3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").

4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").

6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").

7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum").

8. The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III and Tinicum (collectively, the "Partnerships"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships.

9. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

10. The amount of securities shown in this row is owned directly by a discretionary account (the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as the registered investment adviser to such discretionary account, may be deemed to be the beneficial owner of the Issuer's securities held by such discretionary account. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise.

11. The amount of securities shown in this row is owned directly by either the Partnerships or the Managed Account. Each of Chun R. Ding, Joseph F. Downes, William F. Duhamel, Charles E. Ellwein, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (3) through (7) of this Form 4 and by the Managed Account as referenced in footnote (10) of this Form 4. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise.

12. David I. Cohen previously filed Forms 4 with respect to securities of the Issuer owned directly by the Partnerships and the Managed Account. Until December 31, 2004, Mr. Cohen was a managing member of FPLLC and FCMLLC. As a managing member of FPLLC and FCMLLC, Mr. Cohen may have been deemed a beneficial owner of the Issuer's securities owned by the Partnerships and the Managed Account.

13. Effective as of January 1, 2005, each of Noonday G.P. (U.S.), L.L.C. ("NGPUS") and Noonday Asset Management, L.P. ("NAMLP") entered into an investment subadvisory agreement with FPLLC and FCMLLC, under which NGPUS and NAMLP are granted investment authority over certain securities and instruments owned by the Partnerships and the Managed Account, but excluding the securities reported herein. Noonday Capital, L.L.C. serves as the general partner of NAMLP. Mr. Cohen serves as the managing member of NGPUS and Noonday Capital, L.L.C. Mr. Cohen resigned as a managing member of FPLLC and FCMLLC effective December 31, 2004. Mr. Cohen is therefore no longer a Reporting Person in such capacity and is no longer subject to Section 16 with respect to the securities of the Issuer.

	/s/ Monica R. Landry, on her own behalf and as attorney-in-fact and/or authorized signer for each of FCMLLC, William F. Duhamel, Richard B. Fried, William F. Mellin, Stephen L. Millham, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly	01/21/2005
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	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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