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, 2007        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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  Yes [   ]   No [ 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 . . . . . . . . . . . . . . . . .     11

Item 4.     Controls and Procedures . . . . . . . . . . . . . .     13



PART II     OTHER INFORMATION


Item 1.     Legal Proceedings . . . . . . . . . . . . . . . . .     14

Item 6.     Exhibits. . . . . . . . . . . . . . . . . . . . . .     14



<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


                           ALP LIQUIDATING TRUST

                  STATEMENT OF NET ASSETS IN LIQUIDATION




                                  ASSETS
                                  ------

                                            SEPTEMBER 30,
                                                2007       DECEMBER 31,
                                             (Unaudited)      2006
                                             -----------   ------------

Cash and cash equivalents . . . . . . . . .  $26,297,535    $27,010,222
Restricted cash . . . . . . . . . . . . . .      679,056        671,812
Prepaid expenses and other assets . . . . .      116,107        135,936
                                             -----------    -----------

          Total assets. . . . . . . . . . .  $27,092,698    $27,817,970
                                             ===========    ===========


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

Estimated costs to be incurred
  during liquidation (a). . . . . . . . . .  $25,302,453    $ 3,660,000
Other current liabilities and
  accrued expenses. . . . . . . . . . . . .    1,790,245      1,786,026
                                             -----------    -----------
          Total liabilities . . . . . . . .   27,092,698      5,446,026
                                             -----------    -----------

          Net assets in liquidation . . . .  $     --       $22,371,944
                                             ===========    ===========




(a)   Reference is made to the Summary of Significant Accounting Policies
      in the accompanying notes for a discussion of the ending date of
      the liquidation period.



















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


<PAGE>


                           ALP LIQUIDATING TRUST

             STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

                                (UNAUDITED)




                            Three Months Ended      Nine Months Ended
                              September 30,           September 30,
                        ----------------------- -----------------------
                            2007        2006        2007        2006
                        ----------- ----------- ----------- -----------

Net assets in
  liquidation at
  beginning of period . $20,881,210 $23,278,561 $22,371,944 $22,330,527

Proceeds and revenues .     240,051   7,221,982     968,960   8,097,490

Adjustment to estimated
  costs to be incurred
  during liquidation
  (a) . . . . . . . . . (20,578,453) (1,059,975)(21,642,453)   (268,513)

Costs incurred during
  liquidation period. .    (542,808)   (209,994) (1,698,451)   (928,930)
                        ----------- ----------- ----------- -----------

Net assets in
  liquidation at
  end of period . . . . $     --    $29,230,574 $     --    $29,230,574
                        =========== =========== =========== ===========




(a)   Reference is made to the Summary of Significant Accounting Policies
      in the accompanying notes for a discussion of the ending date of
      the liquidation period.



























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


<PAGE>


                           ALP LIQUIDATING TRUST

                       NOTES TO FINANCIAL STATEMENTS

                            September 30, 2007
                                (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 (the "Liquidating Trust"),
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 the Liquidating Trust.

      In connection with its formation, the Liquidating Trust 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 the Liquidating Trust for
each interest the partner held in the Partnership.  As a result, a
partner's percentage interest in the Liquidating Trust remains 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"), the Liquidating Trust 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.  The
Liquidating Trust has assumed all reports filed by the Partnership prior to
liquidation of the Partnership under the Exchange Act.  Throughout this
quarterly report, references to the Liquidating Trust 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, 2006, which are
included in the Liquidating Trust's 2006 Annual Report on Form 10-K (File
No. 0-16976) filed on April 2, 2007, 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 2006 Annual Report.

      Basis of Presentation

      Upon the formation of the Liquidating Trust, the Liquidating Trust
adopted the liquidation basis of accounting.  The preparation of financial
statements using the liquidation basis of accounting requires us to make
assumptions, judgments and estimates that can have a significant impact on
our reported net assets in liquidation.  The Liquidating Trust previously
estimated costs to be incurred during liquidation using the earliest
reasonable date that pending litigation could be resolved prior to trial.
That date has been previously modified from the initial date of June 30,
2007 to December 31, 2007 and again to December 31, 2008.  Prior to
September 30, 2007, the liquidation period was extended when it became
evident that it was unlikely that the Liquidating Trust could wind up its
affairs by such estimated date.



<PAGE>


      The Liquidating Trust is unable to reasonably estimate the outcome of
its pending litigation or threatened litigation and is also unable to
reasonably predict the estimated timetable to reach any such outcome.
While the pending litigation may or may not be resolved prior to trial,it
quite likely would extend to a period of time significantly beyond any
dates previously used as the earliest reasonable date that pending
litigation could be resolved prior to trial.  As a result of the
uncertainty surrounding the date the Liquidating Trust can wind up its
affairs and based on recent experience of incurring legal and other costs,
as of September 30, 2007, the Liquidating Trust has considered $25,302,453
of its remaining net assets as being available for and held to satisfy its
obligations until the termination of the Liquidating Trust.  On a regular
basis an evaluation will be made of assumptions, judgments and estimates
and changes will be made if deemed appropriate.  Reference is made to
"Commitments and Contingencies" for a discussion of pending or threatened
litigation.

      Until the ultimate completion of the liquidation, winding up and
termination of the Liquidating Trust, it is currently anticipated that the
Liquidating Trust 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 warranty 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 the Liquidating Trust'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 the Liquidating Trust at a later date
and may not be distributed until the completion of the liquidation.

      Various factors may affect the timing of completing the liquidation,
winding up and termination of the Liquidating Trust 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 warranty or other 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 the
Liquidating Trust and could extend the time, and significantly increase the
cost, to complete the liquidation, winding up and termination of the
Liquidating Trust.  While the Liquidating Trust 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 the
Liquidating Trust, 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.  Actual
results could differ from those estimates.

      Cash and Cash Equivalents

      The Liquidating Trust considers all highly liquid investments
purchased with an original maturity of less than three months at the date
of purchase to be cash equivalents.  Cash equivalents at September 30, 2007
consisted primarily of money market funds.


<PAGE>


      Restricted Cash

      Restricted cash is primarily cash which collateralizes both letters
of credit and outstanding performance bonds.

      Prepaid Expenses and Other Assets

      Prepaid expenses and other assets primarily includes prepaid
insurance and deposits held by third parties.

      Other Current Liabilities and Accrued Expenses

      Other current liabilities and accrued expenses includes legal fees,
warranty reserves, and other miscellaneous accruals.

      Indemnification of Certain Persons

      Under certain circumstances, the Liquidating Trust indemnifies the
Administrator and certain other persons performing services on behalf of
the Liquidating Trust for liability they may incur arising out of the
indemnified persons' activities conducted on behalf of the Liquidating
Trust.  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, the Liquidating Trust is not able to estimate such maximum
potential payments.  However, historically the Liquidating Trust 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 the Liquidating Trust.

TRANSACTIONS WITH AFFILIATES

      The Liquidating Trust, 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 the Liquidating Trust and its assets.  There were no
costs for the nine months ended September 30, 2007.  The total of such
costs for the nine months ended September 30, 2006 was approximately $130.
In addition, the Administrator and its affiliates are entitled to
reimbursements for salaries and salary-related costs relating to the
administration of the Liquidating Trust and the operation of the
Liquidating Trust's properties.  The Liquidating Trust reimbursed such
costs totalling approximately $467,000 and $166,000 for the nine months
ended September 30, 2007 and 2006, respectively, including amounts due for
prior periods.

      For each of the nine month periods ended September 30, 2007 and 2006,
the Liquidating Trust reimbursed St. Joe Towns and Resorts, LP, formerly
known as St. Joe/Arvida Company L.P. ("St. Joe T&R") or its affiliates
approximately $7,080 and $51,500, respectively, for the services provided
to the Liquidating Trust by St. Joe T&R pursuant to a sub-management
agreement for development and management supervisory and advisory services
(and personnel with respect thereto).

      In December 2006, the Administrator and its affiliates, collectively,
received cash distributions of $1,121,977.

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, 2007 and $2,369,000 at
December 31, 2006.



<PAGE>


      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.

      Rental expense for storage of approximately $44,000 and $47,200 was
incurred for the nine month periods ended September 30, 2007 and 2006.

      The Partnership 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, 2007 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 the Liquidating Trust.

      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
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 has been 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 Seventeenth Judicial Circuit in and for Broward County, Florida.  The
Arvida defendants were served on March 1, 2006.  Plaintiffs have 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 complain of alleged roofing defects


<PAGE>


in their homes, among other things.  Plaintiffs seek unspecified damages
and the opportunity to amend to add punitive damages.  The complaint has
been 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.  The Arvida defendants believe they have
meritorious defenses and intend to vigorously defend themselves.  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 the 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
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 the
Liquidating Trust 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


<PAGE>


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 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 is
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 complains 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 has 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 seeks 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. have filed an answer to the complaint denying
substantive liability and raising various defenses.  There has been limited
discovery, but nevertheless plaintiff has filed a motion to serve matter
for a trial date.  The Arvida defendants believe that they have meritorious
defenses and intend to vigorously defend themselves.  The ultimate legal
and financial liability of the Partnership, if any, in this matter cannot
be estimated with certainty at this time.

      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 seeks, among other things, a declaration of its rights
under its policies, attorney fees and costs, and such other relief as the
court deems appropriate.  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 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.





<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 the Liquidating
Trust'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 the Liquidating Trust.  Any
forward-looking statements made in this report are based upon the
Liquidating Trust'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 the
Liquidating Trust, 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 (the "Liquidating Trust"),
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 the Liquidating Trust.

      The Liquidating Trust is a statutory trust formed under the laws of
the State of Delaware.  The purpose of the Liquidating Trust is to complete
the liquidation and winding up of the business affairs of the Partnership.
The liquidating, winding up and termination of the Liquidating Trust will
be managed by Arvida Company, as administrator of the Liquidating Trust.
In its capacity as such, the Administrator has the authority to exercise
all of the powers granted to it under the Liquidating Trust Agreement,
including selling or otherwise disposing of the remaining property of the
Liquidating Trust, resolving litigation against the Liquidating Trust or
its predecessor, preparing tax returns for the Liquidating Trust, making
distributions to Unit Holders and retaining advisors to assist it in
carrying out its powers.  Wilmington Trust Company is the Delaware resident
trustee of the Liquidating Trust.  Both the Administrator and the Delaware
resident trustee are entitled to fees for their services and/or
reimbursement for the expenses they incur in connection with their
activities under the Liquidating Trust Agreement.  In addition, each of
them will generally be indemnified for liabilities that arise as a result
of the activities they provide under the Liquidating Trust Agreement unless
such liabilities result from such person's own bad faith, fraud, willful
misconduct or gross negligence.  The Liquidating Trust will generally
continue in existence until all claims, debts, liabilities and obligations
of the Liquidating Trust and the Partnership have been paid or otherwise
discharged.



<PAGE>


      In connection with its formation, the Liquidating Trust 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 the Liquidating Trust for each interest the
partner held in the Partnership.  As a result, a partner's percentage
interest in the Liquidating Trust remains 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"), the Liquidating Trust 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.  The
Liquidating Trust has assumed all reports filed by the Partnership prior to
liquidation of the Partnership under the Exchange Act.

CRITICAL ACCOUNTING ESTIMATES

      Upon the formation of the Liquidating Trust, the Liquidating Trust
adopted the liquidation basis of accounting.  The preparation of financial
statements using the liquidation basis of accounting requires us to make
assumptions, judgments and estimates that can have a significant impact on
our reported net assets in liquidation.  The Liquidating Trust previously
estimated costs to be incurred during liquidation using the earliest
reasonable date that pending litigation could be resolved prior to trial.
That date has been previously modified from the initial date of June 30,
2007 to December 31, 2007 and again to December 31, 2008.  Prior to
September 30, 2007, the liquidation period was extended when it became
evident that it was unlikely that the Liquidating Trust could wind up its
affairs by such estimated date.

      The Liquidating Trust is unable to reasonably estimate the outcome of
its pending litigation or threatened litigation and is also unable to
reasonably predict the estimated timetable to reach any such outcome.
While the pending litigation may or may not be resolved prior to trial,it
quite likely would extend to a period of time significantly beyond any
dates previously used as the earliest reasonable date that pending
litigation could be resolved prior to trial.  As a result of the
uncertainty surrounding the date the Liquidating Trust can wind up its
affairs and based on recent experience of incurring legal and other costs,
as of September 30, 2007, the Liquidating Trust has considered $25,302,453
of its remaining net assets as being available for and held to satisfy its
obligations until the termination of the Liquidating Trust.  On a regular
basis an evaluation will be made of assumptions, judgments and estimates
and changes will be made if deemed appropriate.  Reference is made to
"Commitments and Contingencies" for a discussion of pending or threatened
litigation.

      We believe that the assumptions, judgments and estimates involved in
the accounting for estimated costs to be incurred during liquidation have
the greatest potential impact on our financial statements, and therefore,
we consider these estimates to be our critical accounting policies.

LIQUIDITY AND CAPITAL RESOURCES

      As of September 30, 2007, there were no net assets in liquidation.
The Liquidating Trust expects to use its capital resources to execute the
liquidation and dissolution, and with remaining funds, if any, to be used
to make liquidating distributions to Unit Holders.

      Until the ultimate completion of the liquidation, winding up and
termination of the Liquidating Trust, it is anticipated that the
Liquidating Trust 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


<PAGE>


those for possible construction repairs, homeowner warranty 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 the Liquidating Trust'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 the Liquidating Trust at a later date
and may not be distributed until the completion of the liquidation.

      Various factors may affect the timing of completing the liquidation,
winding up and termination of the Liquidating Trust 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 warranty or other 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 the
Liquidating Trust and could extend the time, and significantly increase the
cost, to complete the liquidation, winding up and termination of the
Liquidating Trust.  While the Liquidating Trust 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 the
Liquidating Trust, or the magnitude of any claims that may be asserted.

CHANGES IN NET ASSETS IN LIQUIDATION

      The following table presents financial data under the liquidation
basis of accounting for the nine months ended September 30, 2007.

Net assets in liquidation on December 31, 2006. . . . . .   $22,371,944
    Proceeds and revenues . . . . . . . . . . . . . . . .       968,960
    Adjustment to estimated costs to be incurred
      during liquidation. . . . . . . . . . . . . . . . .   (21,642,453)
    Costs incurred during liquidation period. . . . . . .    (1,698,451)
                                                            -----------
Net assets in liquidation at September 30, 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: November 12, 2007


     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: November 12, 2007