##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
  FORM 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission file number:
    0-49782*
 T REIT Liquidating
    Trust
 (Exact name of registrant as
    specified in its charter)
  Virginia

26-0536128(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1551 N. Tustin Avenue, Suite 200

92705Santa Ana, California

(Zip Code)(Address of principal executive offices)   Registrants telephone number,
    including area code:
    (714) 667-8252
  Securities registered pursuant to
    Section 12(b) of the Act:
  Title of each class

Name of each exchange on which registeredNone

None   Securities registered pursuant to
    Section 12(g) of the Act:
  None
 (Title of Class)
  Indicate by check mark if the registrant is a well-known
    seasoned issuer, as defined in Rule 405 of the Securities
    Act.

Yes o     No þ   Indicate by check mark if the registrant is not required to file
    reports pursuant to Section 13 or Section 15(d) of the
    Act.*

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

Yes o     No o   Indicate by check mark if disclosure of delinquent filers
    pursuant to Item 405 of
    Regulation S-K
    (§ 229.405 of this chapter) is not contained herein,
    and will not be contained, to the best of registrants
    knowledge, in definitive proxy or information statements
    incorporated by reference in Part III of this
    Form 10-K
    or any amendment to this
    Form 10-K.*

o   Rule 12b-2
  Large accelerated filer

o

Accelerated filer

oNon-accelerated filer

þ
    (Do not check if a smaller reporting company)

Smaller reporting company

o   Indicate by check mark whether the registrant is a shell company
    (as defined in
    Rule 12b-2
    of the Act).

Yes o     No þ       DOCUMENTS
    INCORPORATED BY REFERENCE
 None
  *
    T REIT Liquidating Trust is the transferee of the assets and
    liabilities of T REIT, Inc., and files reports under the
    Commission file number for T REIT, Inc. T REIT, Inc. filed a
    Form 15 on July 20, 2007, indicating its notice of
    termination of registration and filing requirements.




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##### 





T REIT
    LIQUIDATING TRUST
  TABLE OF
    CONTENTS
  PagePART IItem 1.

Business


3Item 1A.

Risk Factors


7Item 1B.

Unresolved Staff Comments


20Item 2.

Properties


21Item 3.

Legal Proceedings


22Item 4.

Submission of Matters to a Vote of Security
    Holders


23PART IIItem 5.

Market for Registrants Common Equity,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


24Item 6.

Selected Financial Data


24Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


25Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


32Item 8.

Financial Statements and Supplementary Data


32Item 9.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


32Item 9A(T).

Controls and Procedures


32Item 9B.

Other Information


33PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


33Item 11.

Executive Compensation


34Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


34Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


35Item 14.

Principal Accounting Fees and Services


36PART IVItem 15.

Exhibits, Financial Statement Schedules


37SIGNATURE


50EX-21.1EX-31.1EX-32.1   2




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PART I  Item 1.
    Business.  The use of the words we, us, or
    our refers to T REIT Liquidating Trust and its
    subsidiaries, except where the context otherwise requires.
  Overview
      Liquidation
    of T REIT, Inc.
     3




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Form 10-K Form 8-K
    Our
    Advisor
  day-to-day
  Liquidation
    Update for 2008
     4




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Current
    Investment Objectives and Policies
      
    managing costs and seeking to minimize operating expenses
    through centralized management, leasing, marketing, financing,
    accounting, renovation and data processing activities;
    improving rental income and cash flow by aggressively marketing
    rentable space and raising rents when feasible;
    emphasizing regular maintenance and periodic renovation to meet
    the needs of tenants and to maximize long-term returns; and
    refinancing the Congress Center property when favorable
    financing terms are available to increase the cash flow.  Tax
    Treatment
    Reports
    to Beneficiaries
  Form 10-K Form 8-K
  Meetings
    of Beneficiaries; Removal of Trustee
    Distributions
   5




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Competition
    Government
    Regulations
    Environmental
   6




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Property
    Sales
    Employees
    Financial
    Information About Industry Segments
    Item 1A.
    Risk
    Factors.  Risks
    Associated With Our Liquidation
  If the
    Congress Center property was purchased at a time when the
    commercial real estate market was experiencing substantial
    influxes of capital investment and competition for properties,
    the Congress Center property may not appreciate or may decrease
    in value.
    If we
    are unable to find a buyer for our unconsolidated property
    interest at our expected sales price, our liquidating
    distributions to our beneficiaries may be delayed or
    reduced.
  and/or
 7




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The
    recent downturn in the credit markets may increase the cost of
    borrowing, and may make it difficult for prospective buyers of
    the Congress Center property to obtain financing, which would
    have a material adverse effect on our liquidation.
      Our
    ability to dispose of our interest in the Congress Center
    property and our ability to pay liquidating distributions to our
    beneficiaries are subject to general economic and regulatory
    factors we cannot control or predict.
    
    poor economic times may result in defaults by tenants at the
    Congress Center property. We may also be required to provide
    rent concessions or reduced rental rates to maintain or increase
    occupancy levels;
    job transfers and layoffs may cause vacancies to increase and a
    lack of future population and job growth may make it difficult
    to maintain or increase occupancy levels;
    increases in supply of competing properties or decreases in
    demand for the Congress Center property may impact our ability
    to maintain or increase occupancy levels;
    changes in interest rates and availability of debt financing
    could render the sale of the Congress Center property difficult
    or unattractive;
    periods of high interest rates may reduce cash flow from
    leveraged property; and
    increased insurance premiums, real estate taxes or energy or
    other expenses may reduce funds available for distribution or,
    to the extent such increases are passed through to tenants, may
    lead to tenant defaults. Also, any such increased expenses may
    make it difficult to increase rents to tenants on turnover,
    which may limit our ability to increase our returns.  We may
    delay or reduce our estimated liquidating
    distributions.
   8




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We may
    be unable to sell our jointly held unconsolidated property or
    our unconsolidated property interest at our expected
    value.
    Our
    co-ownership arrangements with affiliated entities may not
    reflect solely our beneficiaries best interests and may
    subject these investments to increased risks.
    
    the risk that the co-owner(s) in the investment might become
    bankrupt;
    the risk that the co-owner(s) may at any time has economic or
    business interests or goals which are inconsistent with our
    business interests or goals;
    the risk that the co-owner(s) may not be able to make required
    payments on loans under which we are jointly and severally
    liable;
    the risk that all the co-owners may not approve refinancing,
    leases and lease amendments requiring unanimous consent of
    co-owners that would have adverse consequences for our
    beneficiaries; or
    the risk that the co-owner(s) may be in a position to take
    action contrary to our instructions or requests or contrary to
    our policies or objectives, such as selling a property at a time
    when it would have adverse consequences to us.    If any
    party to our future sale agreement with respect to our remaining
    asset defaults thereunder, or if the sale does not otherwise
    close, our liquidating distributions may be delayed or
    reduced.
   9




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Decreases
    in property value may reduce the amount that we receive upon the
    sale of our remaining asset.
    
    adverse changes in economic conditions;
    the financial performance of our tenants, and the ability of our
    tenants to satisfy their obligations under their leases;
    terminations and renewals of leases by our tenants;
    competition; and
    changes in real estate tax rates and other operating expenses.    If our
    advisor or its affiliate is unable to maintain the occupancy
    rates of currently leased space or lease currently available
    space, if tenants default under their leases or other
    obligations during the liquidation process or if our cash flow
    during the liquidation is otherwise less than we expect, our
    liquidating distributions may be delayed or
    reduced.
    If we
    are not able to sell our remaining asset in a timely manner, we
    may experience severe liquidity problems, may not be able to
    meet our obligations to our creditors and, ultimately, may
    become subject to bankruptcy proceedings.
    If our
    liquidation costs or unpaid liabilities are greater than we
    expect, our liquidating distributions may be delayed or
    reduced.
   10




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There
    can be no assurance that the plan of liquidation will result in
    greater returns to our beneficiaries on their investment within
    a reasonable period of time, than our beneficiaries would
    receive through other alternatives reasonably available to
    us.
    We
    have terminated our regular monthly distributions and future
    liquidating distributions will be determined at the sole
    discretion of our Trustee.
    Our
    Trustee may amend the plan of liquidation without further
    beneficiary approval.
    We
    have the authority to sell our remaining asset under terms less
    favorable than those assumed for the purpose of estimating our
    net liquidation value range.
    The
    plan of liquidation may lead to litigation which could result in
    substantial costs and distract our Trustee.
   11




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Our
    advisor has conflicts of interest that differ from our
    beneficiaries interests as a result of the
    liquidation.
    
    Our advisor or its affiliates receive compensation under an
    Advisory Agreement, including fees for disposing of our
    remaining asset. Our advisor has engaged Triple Net Properties
    Realty, Inc., or Realty, an affiliate of our advisor, to provide
    various services to us in connection with our remaining asset,
    including disposing of our remaining asset. In accordance with
    the plan of liquidation, our advisor or Realty will be paid to
    liquidate our remaining asset pursuant to the Advisory
    Agreement. If we sell the unconsolidated property, such fee will
    be the lesser of: (i) 3.0% of the contracted sales price of
    the Congress Center property; or (ii) 50.0% of the
    competitive, market-based real estate commission. Additionally,
    the property disposition fee paid to our advisor and Realty
    shall not exceed, when added to the sums we pay to any
    unaffiliated parties in connection with the disposition of the
    property: (i) 6.0% of the contracted sales price, or
    (ii) the competitive, market based real estate commission.
    Based on our estimated sales price as of December 31, 2008,
    we estimate that pursuant to the Advisory Agreement we will pay
    a fee to our advisor or Realty of approximately $191,000 for
    disposing of our unconsolidated property during liquidation. Our
    advisor or Realty also have agreements with certain affiliated
    co-owners of our property, pursuant to which our advisor will
    also receive fees for the disposition of the affiliated
    co-owners interests in the Congress Center property. Based
    on our estimated sales price as of December 31, 2008, we
    estimate that the total fees that will be received by our
    advisor or Realty from the affiliated co-owners will be
    approximately $1,870,500, which includes the fees to be received
    by our advisor or Realty under the Advisory Agreement. Moreover,
    if we sell our unconsolidated property to one of our affiliates
    or an affiliate of our advisor, our advisor or Realty may
    receive additional fees from the purchaser of the property.
    Our Trustee owns 552 units, and, therefore, in accordance
    with the plan of liquidation, based on the net assets in
    liquidation as of December 31, 2008, plus liquidating
    distributions through December 31, 2008, will be entitled
    to receive approximately $7,000 in distributions. These
    estimates per unit include projections of costs and expenses
    expected to be incurred during the period required to complete
    the plan of liquidation. These projections could change
    favorably or unfavorably based on the timing of any sale, the
    performance of the asset and as a result changes in the
    underlying assumptions of the projected cash flows.
    Pursuant to the plan of liquidation, our Trustee has discretion
    to pay up to an aggregate of $300,000 in retention and incentive
    based bonuses to some of the employees of our advisor from time
    to time. Prior to T REITs transfer of assets and
    liabilities to us on July 20, 2007, $245,000 in retention
    and incentive bonuses were paid by T REIT. We did not pay any
    retention or incentive bonuses for the year ended
    December 31, 2008 or for the period from July 20, 2007
    through December 31, 2007.
    The plan of liquidation provides that we may sell our remaining
    asset to one of our affiliates or an affiliate of our advisor,
    but only if the transaction is approved by our Trustee. If we
    enter such a transaction, we expect that our Trustee will
    require that Stanger, or another independent consultant, opine
    to us as to the fairness of the consideration to be received by
    us in such transaction, from a financial point of view, or
    conduct an appraisal of the applicable property as a condition
    to their approval. In no event will our Trustee approve a
    transaction if: (i) Stanger, or another independent
    consultant, concludes after a review of the information then
    available, including any pending offers, letters of intent,
    contracts for sale, appraisals or other data, that the
    consideration to be received by us is not fair to us from a
    financial point of view; (ii) Stanger, or another
    independent consultant, concludes that the consideration to be
    received is less than the appraised value of the applicable
    property; or (iii) we have received a higher offer for the
    applicable property from a credible party with whom we
    reasonably believe is ready, able and willing to close the
    transaction on the contract terms. 12




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We do
    not have an executed advisory agreement, and we could lose the
    services of our advisor, which may increase operating expenses,
    and delay or reduce our liquidating distributions.
  month-to-month day-to-day
  If our
    advisor is unable to retain key executives and employees
    sufficient to complete the plan of liquidation in a reasonably
    expeditious manner, our liquidating distributions might be
    delayed or reduced.
    Our
    beneficiaries may not receive any profits resulting from the
    sale of our remaining asset, or receive such profits in a timely
    manner, because we may provide financing to the purchaser of our
    remaining asset.
    Beneficiaries
    could be liable to the extent of liquidating distributions
    received from us if contingent reserves are insufficient to
    satisfy our liabilities.
   13




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We may
    have underestimated the amount of prepayment fees or defeasance
    charges on our mortgages.
    Other
    Risks of Our Business
  Due to
    the risks involved in the ownership of real estate, there is no
    guarantee of any return on our beneficiaries investments
    and our beneficiaries may lose some or all of their
    investments.
    
    changes in the general economic climate;
    changes in local conditions such as an oversupply of space or
    reduction in demand for real estate;
    changes in interest rates and the availability of financing; and
    changes in laws and governmental regulations, including those
    governing real estate usage, zoning and taxes.    If our
    unconsolidated property is unable to generate sufficient funds
    to pay its expenses, liabilities or distributions, our
    liquidating distributions to our beneficiaries may be reduced
    and/or delayed.
   14




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We may
    be unable to secure funds for future capital improvements, which
    could adversely impact our ability to attract or retain tenants,
    and subsequently pay liquidating distributions to our
    beneficiaries.
    The
    Congress Center property is subject to property taxes that may
    increase in the future, which could adversely affect our ability
    to sell our interest in the Congress Center property and to
    subsequently pay liquidating distributions to our
    beneficiaries.
    Our
    unconsolidated property faces significant
    competition.
    We
    depend upon our tenants to pay rent, and their inability to pay
    rent may substantially reduce our revenues and cash available
    for distribution to our beneficiaries.
   15




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
    downturns in national, regional or local economic conditions
    where our property is located, which generally will negatively
    impact the demand for office space and rental rates;
    changes in local market conditions such as an oversupply of
    office properties, including space available by sublease, or a
    reduction in demand for the lease of office properties, making
    it more difficult for us to lease space at attractive rental
    rates or at all;
    competition from other available office properties owned by
    others, which could cause us to lose current or prospective
    tenants or cause us to reduce rental rates to competitive levels;
    our ability to pay for adequate maintenance, insurance, utility,
    security and other operating costs, including real estate taxes
    and debt service payments, that are not necessarily reduced when
    circumstances such as market factors and competition cause a
    reduction in income from a property; and
    changes in federal, state or local regulations and controls
    affecting rents, prices of goods, interest rates, fuel and
    energy consumption.    Our
    use of borrowings on the Congress Center property could result
    in its foreclosure and unexpected debt service expenses upon
    refinancing, both of which could have an adverse impact on our
    operations and cash flow. Additionally, restrictive covenants in
    our loan documents may restrict our operating
    activities.
         16




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Due to
    our ownership of only an unconsolidated property interest in the
    Congress Center property, we are dependent upon those tenants
    that generate significant rental income at the Congress Center
    property, which may have a negative impact on our financial
    condition if these tenants are unable to meet their rental
    obligations to us.
      We may
    not have sufficient cash flow to cover our required debt service
    payments which could result in foreclosures and unexpected debt
    service expenses upon refinancing, both of which could have an
    adverse impact on our operations and cash flow. Additionally,
    restrictive covenants in our loan documents may restrict our
    disposition activities.
   17




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Lack
    of diversification and illiquidity of real estate may make it
    difficult for us to sell an underperforming property or recover
    our investment in a property.
    Lack
    of geographic diversity may expose us to regional economic
    downturns that could adversely impact our operations or our
    ability to recover our investment in our unconsolidated
    property.
    We are
    currently involved in litigation, which could reduce the amount
    of our liquidation distributions.
   18




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one-day
  The
    failure of any bank in which we deposit our funds could reduce
    the amount of cash we have available to pay liquidating
    distributions.
    If one
    of our insurance carriers does not remain solvent, we may not be
    able to fully recover on our claims.
    Losses
    for which we either could not or did not obtain insurance will
    adversely affect our earnings and we may be unable to comply
    with insurance requirements contained in mortgage or other
    agreements due to high insurance costs.
   19




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and/or
  There
    is currently no public market for our units of beneficial
    interest and the units of beneficial interest may not be
    transferred except by operation of law or upon the death of a
    beneficiary.
  over-the-counter
  The
    conflicts of interest of our advisors executives with us
    mean we may not be managed by our advisor solely in the best
    interests of our beneficiaries.
    tenant-in-common and/or
  
    limit the time and services that our advisor devotes to us,
    because it will be providing similar services to G REIT
    Liquidating Trust, NNN 2002 Value Fund, LLC, NNN 2003 Value
    Fund, LLC and Grubb & Ellis Healthcare REIT, Inc. and
    other real estate programs and properties;
    impair our ability to compete for tenants in geographic areas
    where other properties are advised by our advisor and its
    affiliates; and
    impair our ability to compete for the disposition of properties
    with other real estate entities that are also advised by our
    advisor and its affiliates and seeking to dispose of properties
    at or about the same time as us.    Item 1B.
    Unresolved
    Staff Comments.   20




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Item 2.
    Properties.  Real
    Estate Investments
  tenant-in-common
      AnnualRentProperty

GLA

%

Date

Annual

% Physical

per LeasedUnconsolidated Property Name

Location

(Sq Ft)

Owned

Acquired

Rent(1)

Occupancy(2)

Sq Ft(3)Congress Center  LLC


Chicago, IL



520,000



10.3



01/09/03


$
12,081,000



79.2
%

$
29.44     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2008.(2)
    
    Physical occupancy as of December 31, 2008.(3)
    
    Average effective annual rent per leased square foot as of
    December 31, 2008.  Significant
    Tenants
    Percentage of



Lease2008 Annual

2008 Annual

Square Footage

ExpirationTenant

Base Rent*

Base Rent

(Approximate)

DateDepartment of Homeland Security

$
3,473,000



28.8
%


76,000



April 2012North American Co. Life and Health Ins.

$
2,421,000



20.0
%


101,000



Feb. 2012Akzo Nobel, Inc.

$
2,073,000



17.2
%


91,000



Dec. 2013United States Treasury Department

$
1,645,000



13.6
%


37,000



Feb. 2013     *
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2008. 21




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Ownership
    of Congress Center
    
  Indebtedness
    Item 3.
    Legal
    Proceedings.  Clearview
    Litigation
  one-day
 22




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Prior
    Performance Tables
      Item 4.
    Submission
    of Matters to a Vote of Security Holders.   23




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PART II  Item 5.
    Market
    for Registrants Common Equity and Related Shareholder
    Matters and Issuer Purchases of Equity Securities.  Market
    Information
  over-the-counter
  Beneficiaries
    Distributions
    Equity
    Compensation Plan Information
    Item 6.
    Selected
    Financial Data.    December 31,


December 31,Selected Financial Data(1)

2008


2007STATEMENT OF NET ASSETS:Total assets

$
3,777,000


$
6,007,000Mortgage loans payable secured by property held for sale

$



$
Net assets in liquidation(1)

$
3,777,000


$
6,007,000Net asset value per unit(1)

$
0.82


$
1.30   Period fromJuly 20,2007Year Ended


throughDecember 31,


December 31,2008


2007STATEMENT OF CHANGES IN NET ASSETS:Net assets in liquidation, beginning of period

$
6,007,000


$
Net assets contributed to T REIT Liquidating Trust on
    July 20, 2007






6,861,000Change in estimated receipts in excess of estimated costs during
    liquidation


46,000



(134,000
)Net decrease in fair value


(2,276,000
)


(720,000
)Change in net assets in liquidation


(2,230,000
)


(854,000
)Net assets in liquidation, end of period

$
3,777,000


$
6,007,000  24




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(1)
    
    The net assets in liquidation as of December 31, 2008 of
    $3,777,000 plus the cumulative liquidating distributions through
    December 31, 2008 of approximately $50,600,000 (which were
    paid to T REIT shareholders prior to the transfer of T
    REITs assets and liabilities to us) would result in
    liquidating distributions per unit of approximately $11.81 as of
    December 31, 2008.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The following discussion should be read in conjunction with
    Item 6. Selected Financial Data, and our
    historical consolidated financial statements and related notes
    thereto included elsewhere in this report.
  Forward-Looking
    Statements
      Overview
    and Background
   25




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Critical
    Accounting Policies
  Use of
    Estimates
    Liquidation
    Basis of Accounting
  tenant-in-common
   26




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Asset
    for Estimated Receipts in Excess of Estimated Costs during
    Liquidation
      December 31,


Cash Payments


Change in


December 31,2007


and (Receipts)


Estimates


2008Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
1,001,000


$
(164,000
)

$
96,000


$
933,000Liabilities:Liquidation costs


(304,000
)


333,000



(224,000
)


(195,000
)Total asset for estimated receipts in excess of estimated costs
    during liquidation

$
697,000


$
169,000


$
(128,000
)

$
738,000     As of July 20,


Cash Payments


Change in


December 31,2007


and (Receipts)


Estimates


2007Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
1,202,000


$
(125,000
)

$
(76,000
)

$
1,001,000Liabilities:Liquidation costs


(371,000
)


318,000



(251,000
)


(304,000
)Total asset for estimated receipts in excess of estimated costs
    during liquidation

$
831,000


$
193,000


$
(327,000
)

$
697,000   Net
    Assets in Liquidation
   27




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Factors
    Which May Influence Future Changes in Net Assets in
    Liquidation
  Rental
    Income
    Scheduled
    Lease Expirations
    Sarbanes-Oxley
    Act
  and/or
  Changes
    in Net Assets in Liquidation
  For
    the year ended December 31, 2008
      For
    the period from July 20, 2007 through December 31,
    2007
   28




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Liquidity
    and Capital Resources
    Current
    Sources of Capital and Liquidity
      Other
    Liquidity Needs
         29




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Capital
    Resources
  General
        Financing
        Unconsolidated
    Debt
     30




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Commitments
    and Contingencies
  Insurance
    Coverage
  Property
    Damage, Business Interruption, Earthquake and
    Terrorism
    Debt
    Service Requirements
    Contractual
    Obligations
    Off-Balance
    Sheet Arrangements
    Inflation
    Recently
    Issued Accounting Pronouncements
  Fair Value Measurements, SFAS No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement Under Statement 13, SFAS No. 157-1. SFAS No. 157-1 Accounting for Leases SFAS No. 157-2, Effective Date of FASB Statement No. 157, SFAS No. 157-2. SFAS No. 157-2 SFAS No. 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active SFAS No. 157-3. SFAS No. 157-3 SFAS No. 157-1
 31




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##### Table of Contents



SFAS No. 157-1 SFAS No. 157-3 SFAS No. 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Disclosures about Derivative Instruments and Hedging
    Activities
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.    Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.  Form 10-K.
  Item 9A(T)
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
 32




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##### Table of Contents



Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control over
    Financial Reporting. Rules 13a-15(f) 15d-15(f).
      Changes in internal control over financial
    reporting.
  Form 10-K Form 10-K.
  Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  day-to-day
    W. Brand Inlow,
 33




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##### Table of Contents



Audit
    Committee
    Fiduciary
    Relationship of our Advisor to Us
        Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
    Item 11.
    Executive
    Compensation.  Trustee
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters.  Principal
    Beneficiaries
  over-the-counter
 34




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##### Table of Contents



Number ofUnits ofBeneficialInterest

Percent ofName and Address of Beneficial Owner

Owned

ClassW. Brand Inlow, Trustee(1)


552




*     *
    
    Represents less than 1.0% of our outstanding units of beneficial
    interest.(1)
    
    Mr. Inlows address is
    c/o T
    REIT Liquidating Trust, 1551 N. Tustin Avenue,
    Suite 200, Santa Ana CA 92705  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  day-to-day
  Advisory
    Agreement
  month-to-month day-to-day
    Property
    Management Fees
   35




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##### Table of Contents



Real
    Estate Acquisition and Disposition Fees
    Incentive
    Distributions
    Incentive
    Bonuses and Milestone Payments
    Review,
    Approval or Ratification of Transactions with Related
    Persons
    Item 14.
    Principal
    Accounting Fees and Services.   36




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PagesUnaudited Consolidated Statements of Net Assets
    as of December 31, 2008 and 2007 (Liquidation Basis)


38Unaudited Consolidated Statements of Changes in
    Net Assets (Liquidation Basis) For the Year Ended
    December 31, 2008 and for the Period from July 20,
    2007 through December 31, 2007


39Notes to Unaudited Consolidated Financial
    Statements


40   Financial Statement Schedules:
    Exhibits:
    Exhibits
    Financial Statement Schedules
   37




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##### Table of Contents



T REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENTS OF NET ASSETS
    (Liquidation Basis)
    As of December 31, 2008 and 2007
    (Unaudited)
  December 31,2008


2007ASSETSInvestment in unconsolidated real estate

$
2,631,000


$
4,738,000Cash and cash equivalents


405,000



569,000Accounts receivable, net


3,000



3,000Asset for estimated receipts in excess of estimated costs during
    liquidation


738,000



697,000Total assets


3,777,000



6,007,000LIABILITIESReserve for estimated costs in excess of estimated receipts
    during liquidation






Total liabilities






Commitments and contingencies (Note 7) Net assets in
    liquidation

$
3,777,000


$
6,007,000    38




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##### Table of Contents



T REIT
    LIQUIDATING TRUSTCONSOLIDATED STATEMENTS OF CHANGES IN NET
    ASSETS
    (Liquidation Basis)
    For the Year Ended December 31, 2008 and
    For the Period from July 20, 2007 through December 31,
    2007
    (Unaudited)
  Period fromJuly 20,2007Year Ended


throughDecember 31,


December 31,2008


2007Net assets in liquidation, beginning of period

$
6,007,000


$
Changes in net assets in liquidation:Net assets contributed to T REIT Liquidating Trust on
    July 20, 2007






6,861,000Changes to asset for estimated receipts in excess of estimated
    costs during liquidation:Operating income


(25,000
)


(6,000
)Distributions received from unconsolidated property


(143,000
)


(119,000
)Payments of liquidation costs and other amounts


337,000



318,000Change in estimated receipts in excess of estimated costs during
    liquidation


(123,000
)


(327,000
)Changes to asset for estimated receipts in excess of estimated
    costs during liquidation


46,000



(134,000
)Change in fair value of assets and liabilities:Change in fair value of real estate investments


(2,107,000
)


(527,000
)Change in assets and liabilities due to activity in asset or
    estimated receipts in excess of estimated costs during
    liquidation


(169,000
)


(193,000
)Net decrease in fair value


(2,276,000
)


(720,000
)Change in net assets in liquidation


(2,230,000
)


(854,000
)Net assets in liquidation, end of period

$
3,777,000


$
6,007,000    39




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  1.
    Purpose
    of T REIT Liquidating Trust  The use of the words we, us, or
    our refers to T REIT Liquidating Trust and its
    subsidiaries, except where the context otherwise requires.
      Form 10-K Form 8-K
   40




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
          2.
    Summary
    of Significant Accounting Policies    Use of
    Estimates
    Principles
    of Consolidation
   41




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
  Consolidation of
    Variable Interest Entities
  Liquidation
    Basis of Accounting
  tenants-in-common,
  Cash
    and Cash Equivalents
    Concentration
    of Credit Risk
        Percentage of


Square


Lease2008 Annual


2008 Annual


Footage


ExpirationTenant

Base Rent*


Base Rent


(Approximate)


DateDepartment of Homeland Security

$
3,473,000



28.8
%


76,000



April 2012North American Co. Life and Health Ins

$
2,421,000



20.0
%


101,000



Feb. 2012Akzo Nobel, Inc.

$
2,073,000



17.2
%


91,000



Dec. 2013United States Treasury Department

$
1,645,000



13.6
%


37,000



Feb. 2013     *
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2008. 42




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
     Percentage of


Square


Lease2007 Annual


2007 Annual


Footage


ExpirationTenant

Base Rent(**)


Base Rent


(Approximate)


DateDepartment of Homeland Security

$
3,408,000



27.6
%


76,000



April 2012North American Co. Life and Health Ins

$
2,371,000



17.8
%


101,000



Feb. 2012Akzo Nobel, Inc.

$
2,028,000



15.3
%


90,000



Dec. 2013United States Treasury Department

$
1,614,000



12.1
%


37,000



Feb. 2013Employers Reinsurance Corporation

$
1,513,000



11.4
%


67,000



Jan. 2008
(1)     (**)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2007.(1)
    
    On December 21, 2006, Triple Net Properties Realty, Inc.,
    or Realty, an affiliate of our advisor, received a termination
    notice from Employers Reinsurance Corporation notifying
    Realty of their intent to exercise their option to terminate
    their lease effective January 1, 2008 at the Congress
    Center property. Effective January 1, 2008, Employers
    Reinsurance Corporations lease was terminated.  Income
    Taxes
    Segments
    Recently
    Issued Accounting Pronouncements
  Fair Value
    Measurements, SFAS No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement Under Statement 13, SFAS No. 157-1. SFAS No. 157-1 Accounting for Leases SFAS No. 157-2, Effective Date of FASB Statement No. 157, SFAS No. 157-2. SFAS No. 157-2
 43




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
  SFAS No. 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active SFAS No. 157-3. SFAS No. 157-3 SFAS No. 157-1 SFAS No. 157-1 SFAS No. 157-3 SFAS No. 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Disclosures about Derivative Instruments and Hedging
    Activities
  3.
    Asset for
    Estimated Receipts in Excess of Estimated Costs during
    Liquidation   44




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
    December 31,


Cash Payments


Change in


December 31,2007


and (Receipts)


Estimates


2008Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
1,001,000


$
(164,000
)

$
96,000


$
933,000Liabilities:Liquidation costs


(304,000
)


333,000



(224,000
)


(195,000
)Total asset for estimated receipts in excess of estimated costs
    during liquidation

$
697,000


$
169,000


$
(128,000
)

$
738,000       July 20,


Cash Payments


Change in


December 31,2007


and (Receipts)


Estimates


2007Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
1,202,000


$
(125,000
)

$
(76,000
)

$
1,001,000Liabilities:Liquidation costs


(371,000
)


318,000



(251,000
)


(304,000
)Total asset for estimated receipts in excess of estimated costs
    during liquidation

$
831,000


$
193,000


$
(327,000
)

$
697,000   4.
    Net
    Assets in Liquidation       45




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
    5.
    Real
    Estate Investments    6.
    Related
    Party Transactions  Advisory
    Agreement
  Advisory
    Fees
  month-to-month day-to-day
    Property
    Management Fees
    Real
    Estate Acquisition and Disposition Fees
   46




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
  Incentive
    Distributions
    Incentive
    Bonuses and Milestone Payments
    Review,
    Approval or Ratification of Transactions with Related
    Persons
    7.
    Commitments
    and Contingencies  Prior
    Performance Tables
   47




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
  Unconsolidated
    Debt
      Litigation
  one-day
 48




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##### Table of Contents



T REIT
    LIQUIDATING TRUST
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
    For the Year Ended December 31, 2008 and
    the Period from July 20, 2007 to December 31,
    2007  (Continued)
      Environmental
    Matters
    Other
   49




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##### Table of Contents



SIGNATURE    T REIT LIQUIDATING TRUST(Registrant)March 18, 2009

By:/s/  W.
    Brand InlowDate

W.
    Brand Inlow
    Trustee     By  /s/  W.
    Brand InlowW.
    Brand Inlow

TrusteeDate March 18, 2009  50




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##### Table of Contents



EXHIBIT INDEX
  Regulation S-K,
  Form 10-K Regulation S-K).
  ItemNo.

Description2
.1

T REIT, Inc. Plan of Liquidation and Dissolution, as approved by
    shareholders on July 27, 2005 and as currently in effect
    (included as Exhibit A to T REITs Definitive Proxy
    Statement for the Annual Meeting of Shareholders filed on
    June 15, 2005 and incorporated herein by reference)10
.1

Advisory Agreement between T REIT, Inc. and our advisor
    (included as Exhibit 10.5 to Amendment No. 2 to T
    REITs Registration Statement on
    Form S-11
    filed on October 13, 1999 (File
    No. 333-77229)
    and incorporated herein by reference)10
.2

Liquidating Trust Agreement, dated as of July 16,
    2007, by and between T REIT, Inc. and W. Brand Inlow, Trustee
    (included as Exhibit 10.1 to our Current Report on
    Form 8-K
    filed July 20, 2007 and incorporated herein by reference)21
.1*

Subsidiaries of T REIT Liquidating Trust31
.1*

Certification of Trustee, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1*

Certification of Trustee, pursuant to 18 U.S.C.
    Section 1350, as created by Section 906 of the
    Sarbanes-Oxley Act of 2002     *
    
    Filed herewith. 51