8-K

                       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): October 2, 2000
                                                  ---------------


                      MGI PROPERTIES LIQUIDATING TRUST
- --------------------------------------------------------------------------------
    (Exact name of registrant as specified in its charter)


    Massachusetts                   1-6833           04-3532592
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission       (IRS Employer
     of incorporation)         File Number)   Identification No.)


           50 Congress Street, Suite 222, Boston, Massachusetts 02109
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code: (617) 248-2300
                                                    --------------





Item 5.  Other Events.

                  On  October  3,2000,  MGI  Properties  Liquidating  Trust (the
"Liquidating  Trust") announced that MGI Properties  terminated its existence as
of September 30, 2000, and MGI Properties' remaining assets,  consisting of cash
and three  properties,  and  liabilities,  were  transferred to the  Liquidating
Trust. The Liquidating  Trust also announced that MGI Properties filed a Form 15
with the Securities and Exchange Commission to terminate the registration of its
Common  Shares  under  the  Securities  Exchange  Act of  1934.  For  additional
information,  reference is made to the news release which is incorporated herein
by reference and is attached hereto as Exhibit 99.1.

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

         (c) Exhibits

         Exhibit No.                   Exhibit
         -----------                   -------

           99.1            Press Release dated October 2, 2000.



                                       -2-




                                   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.


                                       MGI PROPERTIES LIQUIDATING TRUST
                                       --------------------------------
                                       (Registrant)



Dated: October 16, 2000                By: /s/ Phillip C. Vitali
                                           -----------------------------
                                           Name: Phillip C. Vitali
                                           Title: Executive Vice President
                                                  and Treasurer




                                       -3-



                                  EXHIBIT INDEX


99.1              Press Release dated October 2, 2000.

EX-99.1

October 2, 2000

MGI  PROPERTIES LIQUIDATING  TRUST
ANNOUNCES  TERMINATION OF MGI PROPERTIES,
DEREGISTRATION  OF MGI PROPERTIES' COMMON  SHARES  UNDER  THE
SECURITIES EXCHANGE  ACT  OF  1934  AND
DELISTING  FROM  THE  NEW  YORK  STOCK  EXCHANGE

BOSTON,  MASSACHUSETTS  . .  . .  W.  Pearce  Coues  today  announced  that  MGI
Properties  (formerly  NYSE:  MGI)  terminated its existence as of September 30,
2000, and its remaining  assets,  consisting of cash and three  properties,  and
liabilities,  were transferred to MGI Properties Liquidating Trust. The last day
of trading of MGI's Common  Shares on the New York Stock  Exchange was September
27, 2000, at which time MGI's stock transfer  books were closed.  Mr. Coues also
announced  that  today  MGI  filed a Form 15 with the  Securities  and  Exchange
Commission  (SEC) to terminate the  registration  of its Common Shares under the
Securities  Exchange Act of 1934 (the "Act"). MGI Properties will no longer file
reports under the Act; however,  MGI Properties  Liquidating Trust will continue
to communicate  periodically  with it shareholders by press releases and through
SEC filings such as Current Reports on Form 8-K and Annual Reports on Form 10-K.
With the SEC as required

The  purpose  of the MGI  Properties  Liquidating  Trust  is to  dispose  of the
remaining  properties  and satisfy the  liabilities  of MGI  Properties,  and to
distribute the remaining  assets to the beneficial  owners of the MGI Properties
Liquidating Trust. Shareholders of the former MGI Properties became shareholders
of MGI Properties Liquidating Trust.

#         #        #

For further information contact:
Phillip C. Vitali (617) 248-2300


This Press Release may contain forward-looking  statements within the meaning of
Section  27A of the  Securities  Act of 1933 and  Section21E  of the  Securities
Exchange Act of 1934. These forward-looking statements are dependent on a number
of factors  which could cause  actual  results to differ  materially  from those
expressed or implied in the  forward-looking  statements.  Such factors include,
among  other  things,  the risks of future  action or  inaction  by the Board of
Trustees  with  respect  to the  Plan of  Liquidation  (and the  actual  results
thereof),  including the possibility of litigation  pertaining thereto;  the net
realizable  value  of and the  timing  of the  sales  of the  Trust's  remaining
properties  during the course of the  liquidation;  the amount and timing of any
remaining liquidating distributions;  changes in national and local economic and
financial market conditions,






as well as those  factors  set forth in MGI  Properties'  Form 10-K for the year
ended  November  30,  1999,  including  those set forth  under  "Forward-Looking
Statements,"  "Other" and Item 1 - "Adoption and  Implementation  of Liquidation
Plan," and the Form10-Q for the quarter ended May 31, 2000.