~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

~~__________~~SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT ~~REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934~~REPORT

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d) ~~August~~ 6,OF ~~2004~~THE ~~(August 4, 2004)~~

~~Commission~~SECURITIES ~~File~~AND ~~Number~~EXCHANGE ~~01-15436~~ACT OF 1934

Date of Report (Date of earliest event reported)

December 20, 2004 (December 20, 2004)

Commission file number 0-15436

_______________________

PLM EQUIPMENT GROWTH FUND LIQUIDATING TRUST

(Exact name of registrant as specified in its charter)

California		94-2998816
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
200 Nyala Farms Road
Westport CT		06880
(Address of principal executive offices)		(Zip Code)

California	94-2998816
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

200 Nyala Farms
Westport CT	06880
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code: (203)-341-0555

~~Item 2. Acquisition or Disposition of Assets~~_______________________

OnItem August 4, 2004, PLM Equipment Growth Fund Liquidating Trust (the “Trust”) along with PLM Equipment Growth Fund II Liquidating Trust and PLM Equipment Growth Fund IV Liquidating Trust (collectively “the Trusts”) sold a portfolio of railcars for a total for approximately $8.801 Other ~~million to Cypress Tankcar Leasing III (“Cypress”), an unaffiliated third party~~Events. The purchase and sale agreement also provided for a payment by Cypress of approximately $1.5 million in consideration of MILPI Holdings LLC, (“MILPI” or the “Guarantor”), the parent company of PLM Financial Services, Inc. (the “Trustee”), in consideration of MILPI delivering a Guarantee of certain obligations of the Trusts relating to the transaction.

~~The~~Except ~~Trustee~~as ~~marketed~~described ~~this~~herein, ~~portfolio~~PLM ofEquipment ~~railcars~~Growth ~~for~~Fund ~~sale~~Liquidating ~~over~~Trust (the ~~last~~“Liquidating ~~year~~Trust”) ~~which~~has ~~included~~now ~~supplying~~liquidated ~~information~~all toof ~~twelve~~its ~~different~~assets, ~~unaffiliated~~paid ~~parties~~all ~~known~~of toits ~~invest~~known inliabilities ~~rail~~and ~~equipment.~~settled ~~Cypress’s~~all ~~original~~of ~~offer~~its ~~was~~outstanding ~~for $10~~litigation.5 ~~million~~As ~~and included~~ a ~~requirement~~result, ~~that MILPI guaranty certain obligations of~~ the ~~Trusts.~~Liquidating ~~The~~Trust ~~Trustee~~has ~~communicated~~declared toand ~~Cypress~~paid ~~that~~a asfinal ~~MILPI~~cash ~~was~~distribution ~~not~~on ~~the~~December ~~owner of the equipment~~20, it2004 ~~was~~of ~~not~~approximately ~~prepared to provide the guaranty, and it therefore requested Cypress to resubmit its offer. Cypress’ resubmitted offer for the railcars was~~ $91.0799 ~~million~~per ~~(subject~~unit toof ~~certain~~beneficial ~~adjustments)~~interest. ItIn ~~also~~total, ~~separately~~an ~~offered~~aggregate toof ~~pay~~approximately ~~MILPI~~ $110.5 million ~~for~~is ~~the~~being ~~guaranty~~distributed ~~(subject~~ to ~~certain adjustments). The resubmitted offer for~~ the ~~railcars~~holders ~~owned by the Trusts was not conditioned upon MILPI accepting the offer for the guaranty. The Trustee received two other offers for the railcars, both~~ of ~~which~~beneficial ~~were~~interest ~~less~~units ~~than the Cypress offer~~ of ~~$9.0 million. Neither of~~ the ~~other~~Liquidating ~~offers required a guarantee from the Guarantor~~Trust. ~~After~~Effective ~~taking~~upon ~~into~~such ~~consideration certain adjustments~~distribution, the ~~purchase~~Liquidating ~~price~~Trust ~~for~~will ~~the~~be ~~railcars was reduced from $9~~terminated.0 million to approximately $8.8 million and the price for the Guaranty was reduced from $1.5 to approximately $1.47 million ($8.8 million together with $1.47 million equaling approximately $10.27 million, the “Aggregate Cash Consideration”).

~~Duff~~The ~~and~~Liquidating ~~Phelps,~~Trust ~~LLC,~~currently anhas ~~investment~~accounts ~~banking~~receivables ~~and~~with ~~financial~~a ~~advisory~~book ~~firm,~~value ~~was~~of ~~engaged~~approximately by$150,000 ~~the~~still ~~Trustee~~outstanding asthe ~~its~~collection ~~independent~~of ~~financial~~which ~~advisor~~is ~~and~~not ~~provided~~assured. anCash ~~opinion~~collected asfrom tothese ~~the~~receivables ~~fairness~~will tobe ~~the~~retained ~~beneficial~~by ~~interest~~PLM ~~holders~~Financial ~~of the Trusts~~Services, ~~from a financial point of view~~Inc., of the ~~Aggregate~~Liquidating ~~Cash~~Trustee ~~Consideration including the allocation~~ of the ~~Aggregate~~Liquidating ~~Cash~~Trust ~~Consideration~~to ~~between~~pay ~~the~~for ~~Trust~~costs onand ~~the~~any ~~one~~unknown ~~hand~~expenses ~~and~~arising after the ~~Guarantor~~Liquidating onTrust’s ~~the other~~termination. ~~Pursuant~~Such tocosts ~~the~~may ~~Allocation~~include ~~Agreement~~those ~~between~~relating ~~the~~to ~~Trusts~~storage and ~~the~~records ~~Guarantor~~retention, ~~the~~responding ~~Aggregate~~to ~~Cash~~investor ~~Consideration~~inquiries, ~~shall~~property ~~be allocated as follows: (i) $9~~taxes,~~371,856~~ tolegal ~~the Trusts~~fees, asaccounting ~~the~~fees ~~purchase~~or ~~price~~other ~~for~~miscellaneous ~~the railcars; and (ii) $0~~expenses.9 ~~million~~After ~~MILPI,~~a inmaximum ~~consideration~~ of ~~its~~three ~~delivery of the guarantee. Accordingly~~years, ~~MILPI~~any ~~has~~remaining ~~reallocated~~cash ~~approximately~~will ~~$0.6~~be ~~million~~distributed ~~(the~~to ~~excess of~~ the ~~amount~~beneficial ~~collected~~interest ~~for~~unit ~~providing~~holders ~~the~~of ~~guaranty~~record ~~over~~as ~~the value~~ of ~~the~~December ~~guarantee)~~20, ~~to the Trusts~~2004.

The allocation of the approximately $9.4 million consideration for the sale of the railcars among the Trusts was based on the Trustee’s estimate of the fair market value of the cars sold by each of the Trusts. The Trust received total consideration of approximately $5.4 million.

The Trust has now disposed of all of its equipment assets. The Trustee is collecting the Trust’s outstanding accounts receivables and paying the remaining liabilities. A final distribution will be made to the beneficiaries of the Trust once all acounts receivables are collected and all liabilities have been paid. This distribution is expected to occur prior to the end of 2004.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

16.1 Railcar purchase and sale agreement dated as of August 4, 2004 by and between PLM Equipment Growth Fund Liquidating Trust, PLM Equipment Growth Fund II Liquidating Trust, and PLM Equipment Growth Fund IV as sellers and Cypress Tankcar Leasing III LLC, as purchaser.

16.2 Guarantee acknowledgement dated as of August 4, 2004 of MILPI Holdings LLC to Cypress Tankcar Leasing III LLC.

16.3 Allocation agreement dated as of August 4, 2004 between PLM Equipment Growth Fund Liquidating Trust, PLM Equipment Growth Fund II Liquidating Trust, PLM Equipment Growth Fund IV Liquidating Trust and MILPI Holdings LLC

16.4 Opinion of Duff and Phelps LLC dated August 4, 2004

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PLM EQUIPMENT GROWTH FUND LIQUIDATING TRUST
Date: August 6, 2004	By:	/s/ Richard K Brock
		Richard K Brock Chief Financial Officer

PLM EQUIPMENT GROWTH FUND LIQUIDATING TRUST

By: PLM Financial Services, Inc.

Trustee

By: /s/ Richard K Brock

Richard K Brock

Chief Financial Officer

Date: December 20, 2004

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