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, 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
                                ------

                                          MARCH 31,
                                            2010      DECEMBER 31,
                                        (Unaudited)       2009
                                        ------------  ------------

Cash and cash equivalents. . . . . . . . $21,698,526    21,998,812
Restricted cash. . . . . . . . . . . . .       --           48,667
Prepaid expenses and other assets. . . .      53,013         4,613
                                         -----------   -----------

        Total assets . . . . . . . . . . $21,751,539    22,052,092
                                         ===========   ===========


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

Accounts payable and accrued expenses. . $ 1,364,863       944,935
                                         -----------   -----------
        Total liabilities. . . . . . . .   1,364,863       944,935
                                         -----------   -----------

Commitments and Contingencies

Unit Holders' equity . . . . . . . . . .  20,349,493    21,069,962

Non controlling interest . . . . . . . .      37,183        37,195
                                         -----------  ------------

          Total equity . . . . . . . . .  20,386,676    21,107,157
                                         -----------  ------------

        Total liabilities and
          Unit Holders' equity . . . . . $21,751,539    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 MONTHS ENDED MARCH 31, 2010 AND 2009

                              (UNAUDITED)



                                               2010        2009
                                            ----------  ----------
Income:
 Interest and other income . . . . . . . .  $       68      22,541
                                            ----------  ----------

Expenses:
 Professional services . . . . . . . . . .     600,429     432,565
 General and administrative. . . . . . . .     119,218     175,930
 Other . . . . . . . . . . . . . . . . . .         902       2,262
                                            ----------  ----------
                                               720,549     610,757
                                            ----------  ----------

    Net loss . . . . . . . . . . . . . . .    (720,481)   (588,216)

      Less: Net loss attributable to
        non controlling interests. . . . .          12       --
                                            ----------  ----------
      Net loss attributable to
        Unit Holders . . . . . . . . . . .  $ (720,469)   (588,216)
                                            ==========  ==========

      Net loss per beneficial
        interest unit. . . . . . . . . . .  $    (1.62)      (1.32)
                                            ==========  ==========

      Cash distributions 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 THREE MONTHS ENDED MARCH 31, 2010

                              (UNAUDITED)



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

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

Net loss . . . . . . . . .     (720,481)    (720,469)         (12)
                            -----------  -----------  -----------

Balance, March 31, 2010. .  $20,386,676   20,349,493       37,183
                            ===========  ===========  ===========













































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


<PAGE>


                         ALP LIQUIDATING TRUST

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

          FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

                              (UNAUDITED)



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

Operating activities:
  Net loss . . . . . . . . . . . . . .   $  (720,481)    (588,216)
  Changes in:
    Restricted cash. . . . . . . . . .        48,667         (803)
    Prepaid expenses and other assets.       (48,400)       4,316
    Accounts payable and accrued
      expenses . . . . . . . . . . . .       419,928      (29,489)
                                         -----------   ----------
        Net cash used in
          operating activities . . . .      (300,286)    (614,192)
                                         -----------   ----------

        Decrease in cash and
          cash equivalents . . . . . .      (300,286)    (614,192)

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

        Cash and cash equivalents,
          end of period. . . . . . . .   $21,698,526   23,313,316
                                         ===========   ==========
































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


<PAGE>


                         ALP LIQUIDATING TRUST

                     NOTES TO FINANCIAL STATEMENTS

                            MARCH 31, 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.

      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.

      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.




<PAGE>


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 three months ended March 31, 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
$111,000 and $110,000 for the three months ended March 31, 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
March 31, 2010 and December 31, 2009, approximately $165,000 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
March 31, 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
has not yet been heard.  The Arvida defendants intend to oppose the motion.

The case went to mediation on March 11, 2010.  The case did not settle.
The court is currently conducting hearings on a motion to certify the
class.  The hearings have not yet concluded.  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.

      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 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


<PAGE>


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 ALP
owns a 99.9% interest, and Arvida/JMB Managers, Inc., the former General
Partner of the Partnership, seeking to hold these entities vicariously
responsible for the acts of CCL, Bamboo Hammock, and/or Lagasse.  In
Count VI, plaintiff seeks damages from the Arvida/JMB Partners and
Arvida/JMB Managers, Inc. for various breaches of fiduciary duty.  In this
count, plaintiff alleges that prior to the turnover of the community, these
defendants engaged in acts that amounted to a breach of fiduciary duty to
plaintiff in that they, among other things, (i) allegedly improperly
executed an amendment to the declarations of covenant for their sole
benefit and to the financial detriment of the plaintiff; (ii) allegedly
engaged in acts that constituted a conflict of interest; (iii) allegedly
failed to maintain appropriate care, custody and control over the financial
affairs of the homeowners' association by failing to pay for common
expenses; (iv) allegedly improperly transferred funds by and between
plaintiff and a non-party, The Town Foundation, Inc., which transfers
allegedly amounted to a violation of these defendants' obligations to fund
operating deficits and a breach of fiduciary duty; and (v) allegedly
transferred funds by and between various entities under their common
control in violation of Florida statute and their fiduciary duty to
plaintiff.  Plaintiffs voluntarily withdrew Count VII.  The Arvida
defendants filed their answer to the amended complaint denying substantive
liability and raising various defenses.  The Arvida defendants believe that
they have meritorious defenses and intend to vigorously defend themselves
if this matter is called for trial.  Plaintiff has filed a motion to add
punitive damages that was denied without prejudice.  The case has been
transferred to the complex litigation unit of the Broward County court
system and is 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 in principle subject to completion of certain matters.
There are no assurances that the case will settle.  In the event it does
not settle, the Arvida defendants will defend themselves vigorously.  The
Ridges has been tendered to the carrier for defense and indemnity and the
carrier has issued a purported reservation of rights letter. 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 engaged additional counsel with respect to the Ridges
litigation. The accompanying financial statements reflect accruals made in
the first quarter of 2010 related to amounts in the proposed settlement
agreement.  However, there can be no assurance that the case will
ultimately settle for these or any other amounts.



<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 March 31, 2010, ALP had unrestricted cash and cash equivalents of
approximately $21,699,000.  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 restricted cash at March 31, 2010 as compared to
December 31, 2009 and the related increase in prepaid expenses and other
assets for the same period is due the transfer of  cash collateral for
certain performance bonds to be held directly by the bondholders in March
2010.

      The increase in accounts payable and accrued expenses at March 31,
2010 as compared to December 31, 2009 is primarily due to the timing of
payments for litigation in which ALP is involved and certain administrative
costs.

      The decrease in interest income for the three months ended March 31,
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 increase in professional services for the three months ended
March 31, 2010 as compared to the same period in 2009 is primarily 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 11, 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: May 11, 2010