UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 19 27, 2005 (May 1327, 2005)

AFG INVESTMENT TRUST C LIQUIDATING TRUST

(Exact name of registrant as specified in its charter)

Delaware	0-21444	04-3157232
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1050 Waltham Street	Lexington, MA	02421
1050 Waltham Street, Suite 310	Lexington, MA	02421
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (781) 676-0009

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2 under the Exchange Act (17 CFR240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 28.01 ~~Completion~~Other ~~of Acquisition or Disposition of Assets~~Events.

On May 13 27, 2005, ~~the~~AFG ~~Registrant~~Investment ~~completed~~Trust ~~the~~C ~~sale~~Liquidating ofTrust ~~its limited liability company membership interests~~ (the “~~Interests~~Liquidating Trust”) declared ina ~~EFG/Kettle~~$2.8 ~~Development~~million ~~LLC (the~~distribution ~~“LLC”) pursuant~~ to the ~~terms~~beneficial ofinterest ~~the~~holders ~~Equity~~of ~~Purchase Agreement, as described~~the inLiquidating ~~Item~~Trust ~~1.01~~on ofthat ~~the~~date ~~Registrant’s~~to ~~Current~~be ~~Report~~paid on ~~Form~~or ~~8-K~~before ~~filed~~June ~~with the Commission on January 4~~8, 2005. The ~~Equity Purchase Agreement is on file as~~ ~~Exhibit~~distribution ~~10.2~~represents toa ~~such~~return ~~Current Report. Such Current Report, together with exhibits, is incorporated herein by reference. Immediately after the completion~~ of ~~the~~a ~~sale~~significant ofportion ~~the Interests, Equis II Corporation (“Equis II”), one~~ of the Liquidating ~~purchasers~~Trust’s ~~and~~excess ~~the~~cash ~~parent~~including ~~company~~proceeds ofreceived ~~AFG~~to ~~ASIT~~date ~~Corporation~~from ~~(“AFG ASIT”),~~ the ~~manager~~ ~~appointed~~sale ~~by the Liquidating Trustee~~ of ~~the Registrant, assigned all of~~ ~~its~~EFG/Kettle ~~right,~~Development ~~title~~LLC and ~~interest~~proceeds infrom ~~and~~a tolitigation ~~the~~settlement.. ~~Interests to PLM Worldwide~~The ~~Management~~distribution ~~Services~~is ~~Limited,~~approximately an$1.12 per ~~affiliate~~Class A ofbeneficial ~~Equis II and AFG ASIT~~interest.

SIGNATURES

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

	AFG INVESTMENT TRUST C LIQUIDATING TRUST By AFG ASIT Corporation, Manager of the Registrant by appointment of Wilmington Trust Company, Liquidating Trustee
	By:__/s/ Richard K Brock______________________
	By: /s/ Richard K Brock
Date: May 19, 2005	Richard K Brock Chief Financial Officer
Date: May 27, 2005	Richard K Brock Chief Financial Officer

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