FORM 10-Q


                   SECURITIES AND EXCHANGE COMMISSION
                         Washington D.C.   20549




               Quarterly Report Under Section 13 or 15(d)
                 of the Securities Exchange Act of 1934




For the quarter ended September 30, 2008     Commission file #0-16976




                          ALP LIQUIDATING TRUST
         (Exact name of registrant as specified in its charter)



                Delaware                     36-6044597
      (State of organization)       (IRS Employer Identification No.)



  900 N. Michigan Avenue., Chicago, IL         60611
 (Address of principal executive office)      (Zip Code)



Registrant's telephone number, including area code 312/915-1987



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") during the preceding 12 months (or for such a
shorter period that registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [   ]   No [ X ]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.  See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act.

   Large accelerated filer [   ]        Accelerated filer          [   ]
   Non-accelerated filer   [   ]        Smaller reporting company  [ X ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes [   ]   No [ X ]



<PAGE>


                            TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


Item 1.    Financial Statements . . . . . . . . . . . . . . .     3


Item 2.    Management's Discussion and Analysis or
           Plan of Operation. . . . . . . . . . . . . . . . .    13

Item 4.    Controls and Procedures. . . . . . . . . . . . . .    15



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    16

Item 6.    Exhibits . . . . . . . . . . . . . . . . . . . . .    16



<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


                          ALP LIQUIDATING TRUST

                       CONSOLIDATED BALANCE SHEETS




                                 ASSETS
                                 ------

                                         SEPTEMBER 30,
                                             2008        DECEMBER 31,
                                          (Unaudited)       2007
                                         -------------   ------------

Cash and cash equivalents . . . . . . . .  $23,929,483     26,075,864
Restricted cash . . . . . . . . . . . . .      688,646        682,422
Prepaid expenses and other assets . . . .        9,315        135,304
                                           -----------    -----------

        Total assets. . . . . . . . . . .  $24,627,444     26,893,590
                                           ===========    ===========


                               LIABILITIES
                               -----------

Accounts payable and accrued expenses . .  $ 1,465,500      1,934,776
Unfunded development costs. . . . . . . .        --           931,680
                                           -----------    -----------
        Total liabilities . . . . . . . .    1,465,500      2,866,456
                                           -----------    -----------

Commitments and Contingencies

Unit Holders' equity. . . . . . . . . . .   23,161,944     24,027,134
                                           -----------    -----------

        Total liabilities and
          Unit Holders' equity. . . . . .  $24,627,444     26,893,590
                                           ===========    ===========





















             The accompanying notes are an integral part of
                these consolidated financial statements.


<PAGE>


                          ALP LIQUIDATING TRUST

                  CONSOLIDATED STATEMENTS OF OPERATIONS

     FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

                               (UNAUDITED)



                       THREE MONTHS ENDED        NINE MONTHS ENDED
                          SEPTEMBER 30,             SEPTEMBER 30,
                   ------------------------   -----------------------
                                    2007                      2007
                       2008    (As Restated)     2008    (As Restated)
                   -----------  -----------   ----------  -----------
Income:
 Interest and
   other income . .$    82,211      240,051      397,794      968,960
                   -----------   ----------   ----------   ----------
                        82,211      240,051      397,794      968,960
                   -----------   ----------   ----------   ----------

Expenses:
 Professional
   services . . . .    187,323      385,891    1,335,783    1,108,053
 General and
   adminis-
   trative. . . . .    128,552      167,140      450,995      644,401
 Other. . . . . . .        343      (10,223)    (523,794)     (54,003)
                   -----------   ----------   ----------   ----------
                       316,218      542,808    1,262,984    1,698,451
                   -----------   ----------   ----------   ----------

     Net loss . . .$  (234,007)    (302,757)    (865,190)    (729,491)
                   ===========   ==========   ==========   ==========

     Net loss per
      beneficial
      interest
      unit. . . . .$     (0.53)       (0.68)       (1.94)       (1.63)
                   ===========   ==========   ==========   ==========

     Cash distri-
      butions per
      beneficial
      interest
      unit. . . . .$     --           --           --           --
                   ===========   ==========   ==========   ==========


















             The accompanying notes are an integral part of
                these consolidated financial statements.


<PAGE>


                          ALP LIQUIDATING TRUST

        CONSOLIDATED STATEMENT OF CHANGES IN UNITHOLDERS' EQUITY

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

                               (UNAUDITED)





Balance, December 31, 2007. . . . . . . . . . . . . . .  $24,027,134

Net loss. . . . . . . . . . . . . . . . . . . . . . . .     (865,190)
                                                         -----------

Balance, September 30, 2008 . . . . . . . . . . . . . .  $23,161,944
                                                         ===========
















































             The accompanying notes are an integral part of
                these consolidated financial statements.


<PAGE>


                          ALP LIQUIDATING TRUST

                  CONSOLIDATED STATEMENTS OF CASH FLOWS

          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

                               (UNAUDITED)



                                                             2007
                                               2008     (As Restated)
                                           -----------   -----------

Operating activities:
  Net loss. . . . . . . . . . . . . . . .  $  (865,190)     (729,491)
  Changes in:
    Restricted cash . . . . . . . . . . .       (6,224)       (7,244)
    Prepaid expenses and other assets . .      125,989        19,828
    Accounts payable and accrued
      expenses. . . . . . . . . . . . . .     (469,276)        4,220
    Unfunded development costs. . . . . .     (931,680)        --
                                           -----------   -----------
        Net cash used in
          operating activities. . . . . .   (2,146,381)     (712,687)
                                           -----------   -----------

        Decrease in cash and
          cash equivalents. . . . . . . .   (2,146,381)     (712,687)

        Cash and cash equivalents,
          beginning of period . . . . . .   26,075,864    27,010,222
                                           -----------   -----------

        Cash and cash equivalents,
          end of period . . . . . . . . .  $23,929,483    26,297,535
                                           ===========   ===========






























             The accompanying notes are an integral part of
                these consolidated financial statements.


<PAGE>


                          ALP LIQUIDATING TRUST

                      NOTES TO FINANCIAL STATEMENTS

                           September 30, 2008
                               (UNAUDITED)



OPERATIONS

      Effective September 30, 2005, Arvida/JMB Partners, L.P. (the
"Partnership") completed its liquidation by contributing all of its
remaining assets to ALP Liquidating Trust ("ALP"), subject to all of the
Partnership's obligations and liabilities.  Arvida Company, an affiliate of
the general partner of the Partnership, acts as Administrator (the
"Administrator") of ALP.

      In connection with its formation, ALP issued a total of 448,794
beneficial interest units to the partners of the Partnership ("Unit
Holders").  In the liquidation, each partner in the Partnership received a
beneficial interest in ALP for each interest the partner held in the
Partnership.  As a result, a partner's percentage interest in ALP remained
the same as that person's percentage interest was in the Partnership
immediately prior to its liquidation.

      Upon completion of the liquidation of the Partnership, pursuant to
Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), ALP elected to become the successor issuer to the
Partnership for reporting purposes under the Exchange Act and elect to
report under the Exchange Act effective September 30, 2005.  ALP has
assumed all reports filed by the Partnership prior to liquidation of the
Partnership under the Exchange Act.  Throughout this quarterly report,
references to ALP shall be deemed to include activities of the Partnership
prior to September 30, 2005.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Readers of this quarterly report should refer to the audited
financial statements for the fiscal year ended December 31, 2007, which are
included in the Liquidating Trust's 2007 Annual Report on Form 10-K (File
No. 0-16976) filed on December 3, 2008, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements, and which are required by U.S. generally accepted
accounting principles for complete financial statements, have been omitted
from this report.  Capitalized terms used but not defined in this quarterly
report have the same meanings as in the 2007 Annual Report.

      Basis of Presentation

      Until the ultimate completion of the liquidation, winding up and
termination of ALP, it is currently anticipated that ALP will retain all or
substantially all of its funds in reserve to provide for the payment of,
the defense against, or other satisfaction or resolution of obligations,
liabilities (including contingent liabilities)  and current and possible
future claims, including those for possible construction repairs, homeowner
claims, completion of work for certain homeowner associations and master
associations and pending and possible future litigation and environmental
matters.  It is not possible at this time to estimate the amount of time or
money that it will take to effect ALP's liquidation, winding up and
termination.  That portion, if any, of the funds held in reserve that are
not ultimately used to pay, defend or otherwise resolve or satisfy
obligations, liabilities or claims are currently anticipated to be
distributed to the Unit Holders in ALP at a later date and may not be
distributed until the completion of the liquidation.  At such time that ALP
considers its liquidation, winding up and termination to be imminent and
its net realizable assets to be reasonably determinable, it expects to
adopt the liquidation basis of accounting.


<PAGE>


      Various factors may affect the timing of completing the liquidation,
winding up and termination of ALP and the amount of liquidating
distributions of funds, if any, out of those retained in reserve.  These
factors include the time and expense to resolve all obligations,
liabilities and claims, including contingent liabilities and claims that
are not yet asserted but may be made in the future.  Among other things,
additional or unanticipated remedial construction or development costs,
contingencies (including without limitation, contingencies relating to
potential homeowner or homeowners' association claims), delays in resolving
pending or threatened litigation or other asserted claims, delays in
satisfying conditions or obligations under permits obtained by the
Partnership, currently unasserted claims that arise in the future and other
factors could result in a reduction in future distributions to Unit Holders
in ALP and could extend the time, and significantly increase the cost, to
complete the liquidation, winding up and termination of ALP.  While ALP
intends to defend against asserted claims where appropriate, it is
currently not possible to identify or assess any defenses or counterclaims
that may be available to ALP, or the magnitude of any claims that may be
asserted.

      ALP reported on the liquidation basis of accounting from its
formation in 2005 through the third quarter of 2007.  During that period
there were several changes to the amounts presented as estimated costs to
be incurred during liquidation.  As a result, ALP concluded that it was not
possible to estimate such items, which is required under that method of
accounting, and the more meaningful presentation of its financial
statements was under the going concern method, and accordingly, ALP has
reported under such method since that date.  Adoption of the change has
resulted in the restatement of the following financial statement
presentation from previously reported as at and for the nine months ended
September 30, 2007.

                  CONSOLIDATED STATEMENT OF OPERATIONS

                          As Previously
                            Reported                     As Restated
                              under                       to Going
                           Liquidation                     Concern
                            Basis of                      Basis of
                           Accounting     Adjustments     Accounting
                          -------------  -------------  -------------
Proceeds and revenues .   $    968,960       (968,960)         --
Adjustment to estimated
  costs to be incurred
  during liquidation. .    (21,642,453)    21,642,453          --
Costs incurred during
  liquidation period. .     (1,698,451)     1,698,451          --
                          ------------    -----------     ----------
                           (22,371,944)    22,371,944          --
     INCOME

Interest and other
  income. . . . . . . .          --           968,960        968,960
                          ------------    -----------     ----------
                                 --           968,960        968,960
     EXPENSES

Professional services .          --         1,108,053      1,108,053
General and
  administrative. . . .          --           644,401        644,401
Other . . . . . . . . .          --           (54,003)       (54,003)
                          ------------    -----------     ----------
                                 --         1,698,451      1,698,451
Change in Net Assets,
  as previously
  reported. . . . . . .    (22,371,944)    22,371,944          --
                          ------------    -----------     ----------
Net Loss, as restated .   $      --          (729,491)      (729,491)
                          ============    ===========     ==========


<PAGE>


      Use of Estimates

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported or
disclosed in the financial statements and accompanying notes.  Significant
estimates include reserves and the ultimate outcome of contingencies.
Actual results could differ from those estimates.

      Cash, Cash Equivalents and Restricted Cash

      Cash and cash equivalents may consist of U.S. Government obligations
with original maturities of three months or less, money market demand
accounts and repurchase agreements, the cost of which approximates market
value.  Included in Restricted cash are amounts which collateralizes
certain performance bonds.  Credit risk associated with cash, cash
equivalents and restricted cash is considered low due to the high quality
of the financial institutions in which these assets are held.

      Liabilities

      Accounts payable and accrued expenses include legal fees, real estate
taxes, reserves, and other miscellaneous accruals.  In the second quarter
of 2008, ALP determined that certain reserves were no longer needed and
therefore are no longer included in the balance sheet. Unfunded development
costs included estimated remaining obligations incurred related to the
development of the Partnership's master planned residential communities.
Such amount was paid in the second quarter of 2008.

      Indemnification of Certain Persons

      Under certain circumstances, ALP indemnifies the Administrator and
certain other persons performing services on behalf of ALP for liability
they may incur arising out of the indemnified persons' activities conducted
on behalf of ALP.  There is no limitation on the maximum potential payments
under these indemnification obligations, and, due to the number and variety
of events and circumstances under which these indemnification obligations
could arise, ALP is not able to estimate such maximum potential payments.
However, historically ALP has not made payments in material amounts under
such indemnification obligations, and no amount has been accrued in the
accompanying financial statements for these indemnification obligations of
ALP.

TRANSACTIONS WITH AFFILIATES

      ALP, subject to certain limitations, may engage affiliates of the
Administrator for insurance brokerage and certain other administrative
services to be performed in connection with the administration of ALP and
its assets.  There were no costs for the nine months ended September 30,
2008 and 2007.  In addition, the Administrator and its affiliates are
entitled to reimbursements for salaries and salary-related costs relating
to the administration of the ALP.  ALP reimbursed such costs totalling
approximately $304,000 and $467,000 for the nine months ended September 30,
2008 and 2007, respectively, including amounts due for prior periods.

      For the nine month period ended September 30, 2007, ALP reimbursed
St. Joe Towns and Resorts, LP, formerly known as St. Joe/Arvida Company
L.P. ("St. Joe T&R") or its affiliates approximately $7,000, for the
services provided to ALP by St. Joe T&R pursuant to a sub-management
agreement for development and management supervisory and advisory services
(and personnel with respect thereto).



<PAGE>


COMMITMENTS AND CONTINGENCIES

      As security for performance of certain development obligations, the
Liquidating Trust was contingently liable under performance bonds for
approximately $2,239,000 at September 30, 2008 and December 31, 2007. ALP
is expected to be released from its obligations of approximately $2,169,000
of the outstanding bonds as the result of the payment of certain
development costs in the second quarter of 2008.

      In late 2007 it was determined that certain remnant parcels from
developments that were concluded a number of years ago had not completed
the process of being deeded over as expected per the community plan.  After
sub-division, these remnant parcels have no value and would be deeded over
with no proceeds to the Trust.  However, certain of these parcels had taxes
assessed based on pre-subdivision values that, due to the passage of time
and the expiration of local appeals periods, precluded their being deeded
over in the normal course.  These taxes are non-recourse to ALP.  ALP
commenced working with the relevant parties to complete the deeding process
where feasible.  The cost of completing the process is not expected to be
material however ALP is unable to predict the time period that may be
involved.

      On August 29, 2002, the Partnership entered into an agreement with
St. Joe T&R for the prospective assignment to and assumption by St. Joe T&R
of the Partnership's rights and obligations under the lease for its offices
(approximately 19,100 rentable square feet of space) in Boca Raton,
Florida.  The assignment and assumption of the lease was made effective
January 1, 2004.  The lease expired in December 2007.

      ALP accrues legal liabilities when it is probable that the future
costs will be incurred and such costs can be reasonably estimated.  Such
accruals are based upon developments to date, management's estimates of the
outcome of these matters and its experience in contesting, litigating and
settling other matters.  Based on evaluation of the Partnership's
litigation matters and discussions with internal and external legal
counsel, management believes that an adverse outcome on one or more of the
matters set forth below, against which no accrual for loss has been made at
September 30, 2008 unless otherwise noted, is possible but not probable,
and that the outcome with respect to one or more of these matters, if
adverse, is reasonably likely to have a material adverse impact on the
accompanying financial statements of ALP.

      The Partnership, the General Partner and certain related parties as
well as other unrelated parties have been named defendants in an action
entitled Rothal v. Arvida/JMB Partners Ltd. et al., Case No. 03-10709
CACE 12, filed in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida.  In this suit that was originally filed on or
about June 20, 2003, plaintiffs purport to bring a class action allegedly
arising out of construction defects occurring during the development of
Camellia Island in Weston, which has approximately 150 homes.  On May 9,
2005, plaintiffs filed a nine count second amended complaint seeking
unspecified general damages, special damages, statutory damages,
prejudgment and post-judgment interest, costs, attorneys' fees, and such
other relief as the court may deem just and proper.  Plaintiffs complain,
among other things, that the homes were not adequately built, that the
homes were not built in conformity with the South Florida Building Code and
plans on file with Broward County, Florida, that the roofs were not
properly attached or were inadequate, that the truss systems and
installation thereof were improper, and that the homes suffer from improper
shutter storm protection systems.  The Arvida defendants have filed their
answer to the amended complaint.  The Arvida defendants believe that they
have meritorious defenses and intend to vigorously defend themselves.  Due


<PAGE>


to, among other things, the early stage of the litigation, the Partnership
is not able to determine what, if any, loss exposure that it may have for
this matter.  This case has been tendered to one of the Partnership's
insurance carriers, Zurich American Insurance Company (together with its
affiliates collectively, "Zurich"), for defense and indemnity.  Zurich is
providing a defense of this matter under a purported reservation of rights.

The Partnership has also engaged other counsel in connection with this
lawsuit.  The ultimate legal and financial liability of the Partnership, if
any, in this matter cannot be estimated with certainty at this time.  The
Partnership is unable to determine the ultimate portion of the expenses,
fees and damages, if any, which will be covered by its insurance.

      The Partnership was named a defendant in a purported class action
entitled Osnovsky, individually and on behalf of others similarly situated,
v. Arvida Company, Arvida/JMB Partners, and Arvida Realty Co., Inc., Case
No. 05015925, filed on November 7, 2005, in the Circuit Court of the 17th
Judicial Circuit in and for Broward County, Florida.  The Arvida defendants
were served on March 1, 2006.  Plaintiffs filed a three count class action
complaint for alleged violations of state building code, failure to
disclose known defects in a residential real estate transaction, and
negligence, all in connection with injuries allegedly sustained to their
homes in the Ridges, a homeowners association in Weston that has about
1,500 units.  Plaintiffs complained of alleged roofing defects in their
homes, among other things.  Plaintiffs sought unspecified damages and the
opportunity to amend to add punitive damages.  The complaint was tendered
to Arvida's carrier for defense and indemnity.  In response to the tender,
the Partnership received a purported reservation of right letter from the
carrier.  On February 8, 2008, the court entered an order dismissing the
case with prejudice, each party to bear its own fees and costs.  The
Partnership paid no money.  The Partnership is unable to determine the
ultimate portion of the expenses and fees that will be covered by
insurance.

      The following lawsuits in large part allegedly arise out of
landscaping issues at certain subdivisions in the Weston Community.  These
lawsuits are collectively referred to as the "landscape cases."  In
addition to the following landscaping cases, the General Partner has
received letters from other homeowners' associations in the Weston
Community complaining about their landscaping.  These associations have not
filed suit.

      A case, The Ridges Maintenance Association, Inc. v. Arvida/JMB
Partners, et al., Case No. 03-10189 (05) (the "Ridges Case"), was filed on
or about June 6, 2003 in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida.  The defendants in this action include
Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida Management Limited
Partnership, CCL Consultants, Inc. ("CCL"), Bamboo Hammock Nursery, Inc.
("Bamboo Hammock"), and Lagasse Pool Construction, Co. ("Lagasse").
Plaintiff is alleged to be a homeowners' association representing the
owners of approximately 1,500 homes and extensive common areas in the
Ridges subdivision in Weston.  In the seven-count amended complaint that
was filed on September 16, 2005, plaintiff seeks unspecified compensatory
damages, prejudgment interest, court costs and such other and further
relief as the court might deem just and proper.  In Count I, plaintiff
seeks damages from the Arvida defendants for alleged negligent design,
construction and/or maintenance of the landscaping and common elements that
allegedly resulted in defects of the landscaping, sidewalks, irrigation
systems, and community pool.  With respect to the landscaping claims, the
plaintiff claims that it evaluated the condition of the common areas after
the turnover of the community in January 2000 and alleges that it
discovered numerous construction, design and maintenance defects and
deficiencies including, but not limited to, improper planting of inferior
quality/grade of landscaping contrary to controlling government codes,
shallow planting of landscaping, landscape planting in inappropriate areas,
and the planting of landscaping that would uproot sidewalks.  In Count II,
plaintiff seeks damages from CCL, the alleged civil engineer for the
community, in connection with the alleged negligent design, construction or


<PAGE>


maintenance of the common areas and elements.  In Count III, plaintiff
seeks damages from Bamboo Hammock, the alleged landscape engineer,
architect, supplier, installer and/or designer, in connection with alleged
defects in the landscaping resulting in damage to, among other things, the
landscaping and sidewalks.  In Count IV, plaintiff seeks damages from
Lagasse for alleged defects in the community pool.  In Count V, plaintiff
seeks damages from Arvida/JMB Partners, a general partnership in which ALP
owns a 99.9% interest, and Arvida/JMB Managers, Inc., the former General
Partner of the Partnership, seeking to hold these entities vicariously
responsible for the acts of CCL, Bamboo Hammock, and/or Lagasse.  In Count
VI, plaintiff seeks damages from the Arvida/JMB Partners and Arvida/JMB
Managers, Inc. for various breaches of fiduciary duty.  In this count,
plaintiff alleges that prior to the turnover of the community, these
defendants engaged in acts that amounted to a breach of fiduciary duty to
plaintiff in that they, among other things, (i) allegedly improperly
executed an amendment to the declarations of covenant for their sole
benefit and to the financial detriment of the plaintiff; (ii) allegedly
engaged in acts that constituted a conflict of interest; (iii) allegedly
failed to maintain appropriate care, custody and control over the financial
affairs of the homeowners' association by failing to pay for common
expenses; (iv) allegedly improperly transferred funds by and between
plaintiff and a non-party, The Town Foundation, Inc., which transfers
allegedly amounted to a violation of these defendants' obligations to fund
operating deficits and a breach of fiduciary duty; and (v) allegedly
transferred funds by and between various entities under their common
control in violation of Florida statute and their fiduciary duty to
plaintiff.  Plaintiffs voluntarily withdrew Count VII.  The Arvida
defendants filed their answer to the amended complaint denying substantive
liability and raising various defenses.  The Arvida defendants believe that
they have meritorious defenses and intend to vigorously defend themselves.
The Partnership has received a notice setting this matter for a calendar
call for a trial period beginning May 18, 2009.  The ultimate legal and
financial liability of the Partnership, if any, in this matter cannot be
estimated with certainty at this time.

      A case entitled The Falls Maintenance Association, Inc. v. Arvida/JMB
Partners, Arvida/JMB Managers, Inc., CCL Consultants, Inc. and Stiles
Corporation f/k/a Stiles Landscape Service Co., Case No. 0302577 (the
"Falls Maintenance Case"), was filed on or about February 10, 2003, in the
17th Judicial Circuit in and for Broward County, Florida.  Plaintiff was
alleged to be the homeowners' association responsible for the maintenance,
repair, and replacement of the common areas within the Falls subdivision in
Weston, which contains approximately 600 homes.  Plaintiff complained that
on turnover of the Falls subdivision, it discovered numerous construction,
design and maintenance defects and deficiencies including, but not limited
to, the quality/grade of the landscaping, landscaping planted too shallow,
landscaping planted too deep, landscaping planted in narrow swale areas,
landscaping planted in shallow soil areas, poor fertility of road rock
under locations where landscaping is planted and poor maintenance.
Plaintiff filed a six count complaint with five counts against Arvida/JMB
Partners and Arvida/JMB Managers, Inc. for breach of implied warranty of
merchantability, breach of implied warranty of fitness, breach of express
warranty, fraudulent misrepresentation/concealment, and negligent design,
construction and/or maintenance.  Plaintiff sought an unspecified amount of
compensatory damages, interest, costs, and such other and further relief as
is just and equitable.  Arvida/JMB Partners and Arvida/JMB Managers, Inc.
filed an answer to the complaint denying substantive liability and raising
various defenses.  Before the case was called for trial, the case settled
for the payment of $75,000 to the plaintiff homeowners' association plus
legal fees and specified costs.  Such amounts were paid in the third
quarter of 2008.



<PAGE>


      Due to, among other things, the early stages of litigation, the
Partnership is not able to determine what, if any, loss exposure that it
may have for the landscape cases, and the accompanying financial statements
do not reflect any accruals related to the landscape cases.  Each of the
landscape cases has been tendered to Zurich for defense and indemnity.  The
Partnership has also engaged other counsel in connection with the landscape
cases.  The Partnership has received from Zurich letters purporting to
reserve its rights in the Ridges and Falls Maintenance Cases.  For this and
other reasons, on September 26, 2005, Arvida/JMB Partners, L.P., Arvida/JMB
Managers, Inc., and Arvida Management L.P. (collectively "Arvida") filed a
complaint, as amended, for declaratory relief and damages against Zurich
American Insurance Co., individually and as successor to Zurich Insurance
co. (collectively "Zurich"), Case No. 0514346 in the Circuit Court of the
17th Judicial Circuit in and for Broward County, Florida.  In this
complaint, Arvida sought, among other things, a declaration of its rights
under its policies, attorney fees and costs, and such other relief as the
court deems appropriate.  On March 11, 2008, Arvida and Zurich entered into
an agreement to voluntarily dismiss the pending action pending further
discussions about the potential settlement of disputes regarding insurance
coverage for the landscaping cases.  Pursuant to the parties' agreement,
the case was voluntarily dismissed on April 9, 2008.  The Partnership is
unable to determine the ultimate portion of the expenses, fees and damages
allegedly relating to the landscaping cases, if any, which will be covered
by its insurance.

      Other than as described above, the Partnership is not subject to any
material legal proceedings, other than ordinary routine litigation
incidental to the business of the Partnership.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION

      Reference is made to the notes to the accompanying financial
statements ("Notes") contained in this report for additional information
concerning the Liquidating Trust.

      This report, including this Management's Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking
statements.  Words like "believes," "expects," "anticipates," "likely," and
similar expressions used in this report are intended to identify forward-
looking statements.  These forward-looking statements give ALP's current
estimates or expectations of future events, circumstances or results,
including statements concerning possible future distributions and the
amount of time and money that may be involved in completing the
liquidation, winding up and termination of ALP.  Any forward-looking
statements made in this report are based upon ALP's understanding of facts
and circumstances as they exist on the date of this report, and therefore
such statements speak only as of that date.  In addition, the forward-
looking statements contained in this report are subject to risks,
uncertainties and other factors that may cause the actual events or
circumstances, or the results or performances of ALP, to be materially
different from those estimated or expected, expressly or implicitly, in the
forward-looking statements.  In particular, but without limitation, the
accuracy of statements concerning possible future distributions to the
holders of the beneficial interest units (the "Unit Holders") or the
timing, proceeds or costs associated with completion of a liquidation,
winding up and termination may be adversely affected by, among other
things, various factors discussed below.

OVERVIEW

      Effective September 30, 2005, Arvida/JMB Partners, L.P. (the
"Partnership") completed its liquidation by contributing all of its
remaining assets to ALP Liquidating Trust ("ALP"), subject to all of the
Partnership's obligations and liabilities.  Arvida Company, an affiliate of
the general partner of the Partnership, acts as Administrator (the
"Administrator") of ALP.



<PAGE>


      In connection with its formation, ALP issued a total of 448,794
beneficial interest units to the partners of the Partnership.  In the
liquidation, each partner in the Partnership received a beneficial interest
in ALP for each interest the partner held in the Partnership.  As a result,
a partner's percentage interest in ALP remained the same as that person's
percentage interest was in the Partnership immediately prior to its
liquidation.

      Upon completion of the liquidation of the Partnership, pursuant to
Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), ALP elected to become the successor issuer to the
Partnership for reporting purposes under the Exchange Act and elect to
report under the Exchange Act effective September 30, 2005.  ALP has
assumed all reports filed by the Partnership prior to liquidation of the
Partnership under the Exchange Act.

CRITICAL ACCOUNTING POLICIES

      Prior to the formation of ALP, the Partnership relied on certain
estimates to determine the construction and land costs and resulting gross
margins.  The Partnership's land and construction costs were comprised of
direct and allocated costs, including estimated costs for future homeowner
claims.  Additionally, ALP accrues liabilities when it is probable that the
future costs will be incurred and such costs can be reasonably estimated.
Such accruals are based upon developments to date, management's estimates
of the outcome of these matters and its experience in such matters.  Actual
future claims and contingencies could differ from the currently estimated
amounts.

LIQUIDITY AND CAPITAL RESOURCES

      At September 30, 2008, ALP had unrestricted cash and cash equivalents
of approximately $23,929,000.  The source of both short-term and long-term
future liquidity is expected to be derived from cash on hand and income
earned thereon.

      At September 30, 2008, ALP was contingently liable under certain
performance bonds for approximately $2,239,000.

      Until the ultimate completion of the liquidation, winding up and
termination of ALP, it is currently anticipated that ALP will retain all or
substantially all of its funds in reserve to provide for the payment of,
the defense against, or other satisfaction or resolution of obligations,
liabilities (including contingent liabilities)  and current and possible
future claims, including those for possible construction repairs, homeowner
claims, completion of work for certain homeowner associations and master
associations and pending and possible future litigation and environmental
matters.  It is not possible at this time to estimate the amount of time or
money that it will take to effect ALP's liquidation, winding up and
termination.  That portion, if any, of the funds held in reserve that are
not ultimately used to pay, defend or otherwise resolve or satisfy
obligations, liabilities or claims are currently anticipated to be
distributed to the Unit Holders in ALP at a later date and may not be
distributed until the completion of the liquidation.



<PAGE>


RESULTS OF OPERATIONS

      The decrease in prepaid expenses and other assets at September 30,
2008 as compared to December 31, 2007 is primarily due to the return of
certain deposits held in the first quarter of 2008.

      The decrease in unfunded development costs at September 30, 2008 is
due to the payment of such costs in the second quarter of 2008.

      The decrease in interest income for the three and nine months ended
September 30, 2008 as compared to the same periods in 2007 is primarily due
to a decrease in the interest rates earned on investments in which ALP
invests its cash reserves.

      The change in professional services for the three and nine months
ended September 30, 2008 as compared to the same periods in 2007 is
primarily due to the timing of litigation in which ALP is involved.

      The decrease in general and administrative expenses for the three
months and nine months ended September 30, 2008 as compared to the same
period in 2007 is the result of the consolidation of administrative offices
in 2007.

      ITEM 4. CONTROLS AND PROCEDURES

      Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Liquidating Trust have evaluated the effectiveness of the
Liquidating Trust's disclosure controls and procedures as of the end of the
period covered by this report.  Based on such evaluation, the principal
executive officer and the principal financial officer have concluded that
the Liquidating Trust's disclosure controls and procedures were effective
as of the end of the period covered by this report to ensure that
information required to be disclosed in this report was recorded,
processed, summarized and reported within the time period specified in the
applicable rules and form of the Securities and Exchange Commission for
this report.




<PAGE>


PART II - OTHER INFORMATION


      ITEM 1.  LEGAL PROCEEDINGS

      See Item 1 of the Financial Statements included in Part I of this
report.


      ITEM 6.

  (a) Exhibits

      4.1. Liquidating Trust Agreement of ALP Liquidating Trust,
           dated as of September 30, 2005, by and among, Arvida/JMB
           Partners, L.P., Arvida Company, as Administrator, and
           Wilmington Trust Company, as Resident Trustee.

      16.1.Agreement dated July 3, 2006 by and between Arvida/JMB
           Partners, a Florida general partnership, successor in interest
           to Arvida Corporation, a Delaware corporation, and Interconn
           Ponte Vedra Company, LLC. is hereby incorporated herein by
           reference to the Trust's Report for July 3, 2006 on Form 8-K
           (File No. 0-16976) dated July 12, 2006.

      31.1.Certification of the Principal Executive Officer pursuant
           to Rule 13a-14(a)/15d-14(a) of the Securities Exchange
           Act of 1934, as amended, is filed herewith.

      31.2.Certification of the Principal Financial Officer pursuant
           to Rule 13a-14(a)/15d-14(a) of the Securities Exchange
           Act of 1934, as amended, is filed herewith.

      32.  Certifications of Chief Executive Officer and Chief
           Financial Officer pursuant to 18 U.S.C. Section 1350, as
           adopted pursuant to Section 906 of the Sarbanes-Oxley Act
           of 2002 are furnished herewith.

  (b) No reports on Form 8-K were filed since the beginning of the
      last quarter of the period covered by this report.






<PAGE>


                               SIGNATURES


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


                 ALP LIQUIDATING TRUST

                 BY:   Arvida Company
                       as Administrator




                       By:  GAILEN J. HULL
                            Gailen J. Hull, Vice President
                       Date:March 2, 2009


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on behalf of ALP Liquidating Trust by the
following person in the capacities and on the date indicated.




                       By:  GAILEN J. HULL
                            Gailen J. Hull, Chief Financial Officer
                            and Principal Accounting Officer
                       Date:March 2, 2009