Crisis-hit Livingston crashed out of the Alba Challenge Cup thanks to Barry Wilson's winner for Queen of the South.
The Lions, who went into administration on Friday, fell behind in the ninth minute when a low cross from David Weatherston eluded the defence and Wilson lofted it over the goalkeeper from 25 yards in spectaclur style.
An injury to Barr upset Queens shape but he Doonhamers continued to press with Burns going close. Livi on the other hand failed to break down a stuffy Queens defence well organised by Lilley.
Livi however were unlucky not to be on level terms when Gerry McLaughlan cleared off the line after David Winters slipped the ball past the goalkeeper.
The second half was a dull affair with Queens content to hang on to their lead and in the end ran out confortable yet unconvincing winners.
Queens MAD man of the Match - Not many outstanding Queens players on show but Paul Burns turned in a tireless performace.
