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 June 30, 2010          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.    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 BALANCE SHEETS




                                ASSETS
                                ------

                                            JUNE 30,
                                              2010      DECEMBER 31,
                                          (Unaudited)       2009
                                          ------------  ------------

Cash and cash equivalents . . . . . . . .  $ 5,901,717    21,998,812
Short-term investments. . . . . . . . . .   14,988,540         --
Restricted cash . . . . . . . . . . . . .        --           48,667
Prepaid expenses and other assets . . . .       53,014         4,613
                                           -----------   -----------

        Total assets. . . . . . . . . . .  $20,943,271    22,052,092
                                           ===========   ===========


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

Accounts payable and accrued expenses . .  $   982,039       944,935
                                           -----------   -----------
        Total liabilities . . . . . . . .      982,039       944,935
                                           -----------   -----------

Commitments and Contingencies

Unit Holders' equity. . . . . . . . . . .   19,924,101    21,069,962

Non controlling interest. . . . . . . . .       37,131        37,195
                                           -----------  ------------

          Total equity. . . . . . . . . .   19,961,232    21,107,157
                                           -----------  ------------

        Total liabilities and
          Unit Holders' equity. . . . . .  $20,943,271    22,052,092
                                           ===========   ===========
















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


<PAGE>


                         ALP LIQUIDATING TRUST

                 CONSOLIDATED STATEMENTS OF OPERATIONS

       FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009

                              (UNAUDITED)



                      THREE MONTHS ENDED         SIX MONTHS ENDED
                            JUNE 30,                 JUNE 30,
                   -----------------------   -----------------------
                       2010        2009         2010         2009
                    ----------  ----------   ----------   ----------
Income:
 Interest and
   other income .   $    3,916      15,743        3,984       38,284
                    ----------  ----------   ----------   ----------

Expenses:
 Professional
   services . . .      354,246     516,072      954,675      948,637
 General and
   administrative       71,278     150,530      190,496      326,460
 Other. . . . . .        3,836       2,608        4,738        4,870
                    ----------  ----------   ----------   ----------
                       429,360     669,210    1,149,909    1,279,967
                    ----------  ----------   ----------   ----------

    Net loss. . .     (425,444)   (653,467)  (1,145,925)  (1,241,683)

    Less: Net loss
     attributable
     to non-con-
     trolling
     interests. .           52          24           64           24
                    ----------  ----------   ----------   ----------

    Net loss
     attributable
     to Unit
     Holders. . .   $ (425,392)   (653,443)  (1,145,861)  (1,241,659)
                    ==========  ==========   ==========   ==========

    Net loss per
      beneficial
      interest
      unit. . . .   $     (.96)      (1.47)       (2.58)       (2.79)
                    ==========  ==========   ==========   ==========

    Cash distribu-
      tions 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 SIX MONTHS ENDED JUNE 30, 2010

                              (UNAUDITED)



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

Balance, January 1, 2010. .  $21,107,157    21,069,962       37,195

Net loss. . . . . . . . . .   (1,145,925)   (1,145,861)         (64)
                             -----------   -----------  -----------

Balance, June 30, 2010. . .  $19,961,232    19,924,101       37,131
                             ===========   ===========  ===========













































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


<PAGE>


                         ALP LIQUIDATING TRUST

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

            FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

                              (UNAUDITED)



                                              2010          2009
                                          -----------   -----------

Operating activities:
  Net loss. . . . . . . . . . . . . . .   $(1,145,925)   (1,241,683)
  Items not providing cash:
    Amortization of discount. . . . . .        (1,432)      (12,650)
  Changes in:
    Restricted cash . . . . . . . . . .        48,667        (2,534)
    Prepaid expenses and other assets .       (48,401)     (491,243)
    Accounts payable and accrued
      expenses. . . . . . . . . . . . .        37,104       621,511
                                          -----------   -----------
        Net cash used in
          operating activities. . . . .    (1,109,987)   (1,126,599)
                                          -----------   -----------

Investing activities:
  Purchase of short-term investments. .   (14,987,108)  (17,622,231)
                                          -----------   -----------

        Net cash used in
          investing activities. . . . .   (14,987,108)  (17,622,231)
                                          -----------   -----------

        Decrease in cash and
          cash equivalents. . . . . . .   (16,097,095)  (18,748,830)

        Cash and cash equivalents,
          beginning of period . . . . .    21,998,812    23,927,508
                                          -----------   -----------

        Cash and cash equivalents,
          end of period . . . . . . . .   $ 5,901,717     5,178,678
                                          ===========   ===========






















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


<PAGE>


                         ALP LIQUIDATING TRUST

                     NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2010
                              (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, 2009, which are
included in the Liquidating Trust's 2009 Annual Report on Form 10-K (File
No. 0-16976) filed on March 29, 2010, 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 2009 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, 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.


<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,
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.  In the third quarter
of 2009 approximately $639,000, previously held as collateral for certain
escrow accounts was released.  ALP maintains funds in financial
institutions that exceed the FDIC insured limit.  ALP does not believe it
is exposed to any significant credit risk.

     Short-Term Investments

     It is ALP's policy to classify all of its investments in U.S.
Government obligations with original maturities greater than three months
as held-to maturity, as ALP has the ability and intent to hold these
investments until their maturity, and are recorded at amortized cost, which
approximates fair value.  At June 30, 2010, short-term investments consist
of $14,988,540 of such securities purchased in June 2010 and maturing in
December 2010.  Additionally, the amortized discount of $1,432 at June 30,
2010 is reflected in interest and other income.

     Liabilities

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

     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.


<PAGE>


     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

     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 six months ended June 30, 2010 and
2009.  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 incurred such costs totalling approximately
$174,000 and $241,000 for the six months ended June 30, 2010 and 2009,
respectively.

     Amounts payable to the Administrator or its respective affiliates do
not bear interest and are expected to be paid in future periods.  At
June 30, 2010 and December 31, 2009, approximately $79,000 and $83,000 was
payable to the Administrator or its affiliates and is included in accounts
payable and accrued expenses.

COMMITMENTS AND CONTINGENCIES

     The performance bonds for which ALP is liable of approximately
$48,000 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.  ALP was able to deed a number of these parcels to outside parties
and, as a result, recognized income in 2009 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.

     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
June 30, 2010 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.


<PAGE>


     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 court has concluded its hearings in the motion to certify
the class for the Camellia Island homes and has not yet issued a ruling.
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 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.

     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 is
alleged to be a homeowners' association and brings 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 seeks
unspecified damages in excess of $15,000, interest, and its costs.  In
Count I, Plaintiff sues for breach of warranty.  In Count II, plaintiff
seeks recovery under a Florida statutory provision.  In Count III,
plaintiff seeks recovery under a theory of negligence.  The complaint has
been filed, but not served.  The complaint is being tendered to the
partnership's carrier for defense and indemnity.  Defendants believe that
they have meritorious defenses.  The parties have reached a settlement in
principle subject to appropriate documentation.  The accompanying financial
statements reflect accruals made in the second quarter of 2010 related to
amounts in the proposed settlement agreement.  The ultimate legal and
financial liability of the Partnership for its fees and expenses cannot be
estimated with certainty at this time.  There are no assurances that the
matter in fact will be settled in which case the Partnership will defend
itself vigorously.

     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.



<PAGE>


     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
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 sometime during the period of June 28, 2010
through September 24, 2010.  The case went to mediation on April 21, 2010
and has 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.



<PAGE>


     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 June 30, 2010, ALP had unrestricted cash and cash equivalents of
approximately $5,902,000.  The source of both short-term and long-term
future liquidity is expected to be derived from cash on hand and income
earned thereon.

     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 increase in
investments in securities at June 30, 2010 as compared to December 31, 2009
is the result of the purchase of U.S. Government Obligations maturing in
December 2010.

     The decrease in restricted cash at June 30, 2010 as compared to
December 31, 2009 and the related increase in prepaid expenses and other
assets for the same period is due to the transfer of  cash collateral for
certain performance bonds to be held directly by the bondholders in March
2010.

     The decrease in interest income for the three and six months ended
June 30, 2010 as compared to the same period in 2009 is primarily due to
lower cash balances available for investment as well as a decrease in the
rates ALP is able to earn on its invested cash reserves.

     The decrease in professional services for the three months ended
June 30, 2010 and the increase in professional services for the six months
ended June 30, 2010 as compared to the same period in 2009 is primarily due
to the timing of litigation in which ALP is involved.

     The decrease in general and administrative for the three and six
months ended June 30, 2010 as compared to the same period in 2009 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: August 13, 2010


     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: August 13, 2010