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 March 31, 2011        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 [ X ]   No [   ]

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.    Condensed Financial Statements . . . . . . . . .      3


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

Item 4.    Controls and Procedures. . . . . . . . . . . . .     14



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . .     15

Item 6.    Exhibits . . . . . . . . . . . . . . . . . . . .     15



<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


                         ALP LIQUIDATING TRUST

                 CONSOLIDATED CONDENSED BALANCE SHEETS




                                ASSETS
                                ------

                                          MARCH 31,
                                            2011      DECEMBER 31,
                                         (Unaudited)      2010
                                         -----------  ------------

Cash and cash equivalents . . . . . .    $19,960,042    20,216,787
Prepaid expenses and other assets . .         53,013        53,013
                                         -----------   -----------

        Total assets. . . . . . . . .    $20,013,055    20,269,800
                                         ===========   ===========


                 LIABILITIES AND UNIT HOLDERS' EQUITY
                 ------------------------------------

Accounts payable and accrued expenses    $   235,138       471,508
                                         -----------   -----------
        Total liabilities . . . . . .        235,138       471,508
                                         -----------   -----------

Commitments and Contingencies

Unit Holders' equity. . . . . . . . .     19,740,730    19,761,082

Non controlling interest. . . . . . .         37,187        37,210
                                         -----------  ------------

          Total equity. . . . . . . .     19,777,917    19,798,292
                                         -----------  ------------

        Total liabilities and
          Unit Holders' equity. . . .    $22,013,055    20,269,800
                                         ===========   ===========


















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


<PAGE>


                         ALP LIQUIDATING TRUST

            CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

          FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

                              (UNAUDITED)



                                             2011          2010
                                          ----------    ----------

Income:
 Interest and other income. . . . . .     $    4,895            68
                                          ----------    ----------

Expenses:
 Professional services, net . . . . .        (70,736)      600,429
 General and administrative . . . . .         89,936       119,218
 Other. . . . . . . . . . . . . . . .          6,070           902
                                          ----------    ----------
                                              25,270       720,549
                                          ----------    ----------

    Net income (loss) . . . . . . . .        (20,375)     (720,481)

    Less: Net loss attributable
     to non-controlling interests . .             23            12
                                          ----------    ----------
    Net income (loss) attributable
     to Unit Holders. . . . . . . . .     $  (20,352)     (720,469)
                                          ==========    ==========

    Net income (loss) per
      beneficial interest unit. . . .     $     (.05)        (1.62)
                                          ==========    ==========

    Cash distributions per
      beneficial interest unit. . . .     $    --            --
                                          ==========    ==========


























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


<PAGE>


                         ALP LIQUIDATING TRUST

  CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN UNITHOLDERS' EQUITY

               FOR THE THREE MONTHS ENDED MARCH 31, 2011

                              (UNAUDITED)



                                                            Non
                                             Unit       Controlling
                                Total       Holders      Interests
                             -----------  -----------   -----------

Balance, January 1, 2011. .  $19,798,292   19,761,082        37,210

Net loss. . . . . . . . . .      (20,375)     (20,352)          (23)
                             -----------  -----------   -----------

Balance, March 31, 2011 . .  $19,777,917   19,740,730        37,187
                             ===========  ===========   ===========













































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


<PAGE>


                         ALP LIQUIDATING TRUST

            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

          FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

                              (UNAUDITED)



                                              2011         2010
                                          -----------  -----------

Operating activities:
  Net loss. . . . . . . . . . . . . . .   $   (20,375)    (720,481)
  Changes in:
    Restricted cash . . . . . . . . . .         --          48,667
    Prepaid expenses and other assets .         --         (48,400)
    Accounts payable and accrued
      expenses. . . . . . . . . . . . .      (236,370)     419,928
                                          -----------  -----------
        Net cash used in
          operating activities. . . . .      (256,745)    (300,286)
                                          -----------  -----------

        Decrease in cash and
          cash equivalents. . . . . . .      (256,745)    (300,286)

        Cash and cash equivalents,
          beginning of period . . . . .    20,216,787   21,998,812
                                          -----------  -----------

        Cash and cash equivalents,
          end of period . . . . . . . .   $19,960,042   21,698,526
                                          ===========  ===========
































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


<PAGE>


                         ALP LIQUIDATING TRUST

         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                            MARCH 31, 2011
                              (UNAUDITED)



OPERATIONS

     On 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 ("Arvida"), 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, 2010, which are
included in the Liquidating Trust's 2010 Annual Report on Form 10-K (File
No. 0-16976) filed on March 22, 2011, 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 2010 Annual Report.

     The unaudited consolidated condensed financial statements and notes
have been prepared on the same basis as the annual audited financial
statements and include all adjustments, which are in the opinion of
management, necessary to present a fair statement of ALP's financial
position, results of operations and of cash flows as of and for the interim
periods presented.  The results of operations for the three months ended
March 31, 2011 are not necessarily indicative of the results to be expected
for the year ending December 31, 2011 or for any other interim period or
for any other future year.


<PAGE>


     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, and pending and possible future litigation.  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.

     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,
delays in resolving pending or threatened litigation or other asserted
claims, 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.

     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 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.  In the first quarter of 2010, approximately $48,000 of previously
restricted cash was transferred to and is being held directly by the bond
holders as collateral for certain performance bonds.  ALP maintains funds
in financial institutions that exceed the FDIC insured limit.  ALP does not
believe it is exposed to any significant credit risk.

     Liabilities

     Accounts payable and accrued expenses include legal fees, real estate
taxes, and other miscellaneous accruals.



<PAGE>


     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.

     Subsequent Events

     ALP has performed an evaluation of subsequent events from the date of
the financial statements included in this quarterly report through the date
of its filing with the SEC.

TRANSACTIONS WITH AFFILIATES

     The Administrator or its affiliates are entitled to reimbursements
for their direct expenses or out of pocket expenses related to the
administration and management of ALP.  For the three months ended March 31,
2011 and 2010, the Administrator or its affiliates were entitled to
reimbursements for legal, accounting, treasury and corporate services. Such
costs for the periods totaled $74,000 and $111,000, respectively.

     Amounts receivable from or payable to the Administrator or its
respective affiliates do not bear interest and are expected to be paid in
future periods.  At March 31, 2011 and December 31, 2010, approximately
$39,300 and $53,600 was payable to the Administrator or its affiliates and
is included in accounts payable and accrued expenses.

     The St. Joe Company is reimbursed for its direct costs.  Such costs
for the three months ended March 31, 2011 were approximately $9,900, all of
which was payable at March 31, 2011.  For the three months ended March 31,
2010, no such amounts were reimbursed.  The St. Joe Company beneficially
owns 23.9% of the outstanding beneficial interest units of ALP.

COMMITMENTS AND CONTINGENCIES

     As security for performance of certain development obligations, ALP
was contingently liable under performance bonds for approximately $48,000.
These performance bonds are fully collateralized.

     In late 2007 it was determined that certain remnant parcels from past
developments were still owned by ALP rather than by relevant homeowners
associations or public entities. These remnant parcels have no value and,
to the extent hereafter deeded to third parties, will result in no material
proceeds to the Trust. ALP is working with relevant parties on some of
these parcels to affect the transfer of these parcels where feasible.
However, certain of these parcels carry past-due taxes that include years
where they had been assessed 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. While these parcels are being handled on a case-by-case basis,
where ALP is unable to effect a transfer whereby any material accrued taxes
are waived by the taxing authority or assumed by the transferee, ALP
generally will allow such parcels to be acquired by third parties at tax
sale in order to relieve ALP from any future liabilities associated with
them.  In 2010, ALP was able to deed a number of these parcels to outside
parties and, as a result, recognized income in 2010 related to the real
estate taxes that had been previously accrued for these parcels.  The cost
of completing this process is not expected to be material, however ALP is
unable to predict the time period required.


<PAGE>


     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
March 31, 2011 unless otherwise noted, is reasonably 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.  Plaintiffs have filed a motion to expand
the class to include other homes in Weston.  The motion to expand the class
was denied.  The case went to mediation on March 11, 2010.  The case did
not settle.  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.  The court concluded
its hearings on the motion to certify the class covering the homes in
Camellia Island and certified the class by order dated September 16, 2010.
On October 15, 2010, the Partnership filed its notice of appeal challenging
the certification order.  The case is fully briefed on appeal and awaits a
decision by the appellate court.  The case went to further mediation on
February 24, 2011.  The case did not settle.  Certain aspects of the
underlying claim will continue while the case is on appeal on the issue of
certification.  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.



<PAGE>


     A case, Courtyard Homes at the Grove Maintenance Association, Inc. v.
Arvida/JMB Partners, et al, Case No. 10-006028(13) ("Courtyards Case") was
filed on or about February 8, 2010 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
JMB Partners, LTD., Arvida JMB Partners, L.P. and any other related entity
of Arvida/JMB Partners, a Florida general partnership.  Plaintiff was
alleged to be a homeowners' association and brought a three-count complaint
allegedly arising out of construction deficiencies in the homes in its
community including, among other things, alleged issues with interiors and
exteriors of the homes and other common property.  Plaintiff sought
unspecified damages in excess of $15,000, interest, and its costs.  In
Count I, Plaintiff sued for breach of warranty.  In Count II, plaintiff
sought recovery under a Florida statutory provision.  In Count III,
plaintiff sought recovery under a theory of negligence.  The complaint was
filed, but not served.  The parties entered into a general release and
settlement agreement dated October 4, 2010 with the Arvida defendants
paying $70,000.

     The following lawsuit in large part allegedly arose out of
landscaping issues at a certain subdivision in the Weston Community.  In
addition to the following landscaping case, 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 included
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 was 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 sought 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
sought 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 claimed that it evaluated the condition of the common areas after
the turnover of the community in January 2000 and alleged 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 sought damages from CCL, the alleged civil engineer for the
community, in connection with the alleged negligent design, construction or
maintenance of the common areas and elements.  In Count III, plaintiff
sought 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 sought damages from
Lagasse for alleged defects in the community pool.  In Count V, plaintiff
sought 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 sought damages from the Arvida/JMB Partners and
Arvida/JMB Managers, Inc. for various breaches of fiduciary duty.  In this
count, plaintiff alleged that prior to the turnover of the community, these


<PAGE>


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.  Plaintiff has filed a motion to
add punitive damages that was denied without prejudice.  The case was
transferred to the complex litigation unit of the Broward County court
system and was set for trial.  Before trial, the case went to mediation on
April 21, 2010 and settled.  The case settled for the payment of $100,000
to the plaintiff homeowners' association plus legal fees and costs.  Such
amounts were paid on April 27, 2010.  The Ridges remains subject to the
purported reservation of rights letter despite the settlement of certain
disputes with the carrier discussed below.

     The Partnership has received from Zurich certain purported
reservation of rights letters in connection with certain of the landscaping
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.  In the third quarter of 2009, ALP entered into
a settlement agreement with Zurich.  As a result, the parties have settled
their differences with respect to the carrier's purported reservation of
rights for two prior landscaping cases, the Falls and Weston Lakes matters,
which settled in September 2008 and December 2006, respectively, and the
parties have released each other with respect to any claims arising out of
the defense costs and settlement payments for those matters.  Further under
the terms of the settlement, the parties resolved their differences with
respect to certain claims under agreements governing, among other things,
deductibles for a payment of $800,000.  This payment was made in July 2009.

Further, Zurich paid ALP approximately $436,000 for the defense of the
Rothal case through September 30, 2009 and paid certain amounts to ALP's
outside counsel for the defense of the Falls litigation. In September 2009,
ALP was refunded approximately $328,000 from its outside counsel.

     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.


<PAGE>


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.

     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

     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.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2011, ALP had unrestricted cash and cash equivalents of
approximately $19,960,000.  The source of both short-term and long-term
future liquidity is expected to be derived from cash on hand, short term
cash investments and income earned thereon.

     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, and pending and possible future litigation.  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.

RESULTS OF OPERATIONS

     The decrease in cash and cash equivalents and related decrease in
accounts payable and accrued expenses at March 31, 2011 as compared to
December 31, 2010 is due to the payments for litigation in which ALP is
involved.

     The decrease in professional services for the three months ended
March 31, 2011 as compared to the same period in 2010 is primarily due to a
change in the estimated cost for ongoing litigation in which ALP is
involved.

     The decrease in general and administrative for the three months ended
March 31, 2011 as compared to the same period in 2010 is primarily due to
decreased amounts of salary reimbursements by ALP due to the timing of
litigation in which ALP is involved.

     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: May 12, 2011


     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: May 12, 2011