SECURITIES
      AND EXCHANGE COMMISSIONWASHINGTON,
      D.C. 20549FORM
      10-K/A
              Amendment
      No. 1


(Mark
One)


þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the Fiscal Year Ended December 31, 2007







OR




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the transition period from _________ to ___________





Commission
File Number 0-33311 and 2-84126


CAMPBELL
ALTERNATIVE ASSET TRUST


(Exact
name of Registrant as specified in its charter)




DELAWARE
            
            52-2238521(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (IRS
      Employer Identification Number)210
      W. Pennsylvania Avenue
                Towson,
      Maryland
            
            21204


Registrant’s
telephone number, including area code:  (410)
296-3301


Securities
registered pursuant to Section 12 (b) of the Act:  None


Securities
registered pursuant to Section 12 (g) of the Act:


Units
of Beneficial Interest


(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
þ


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 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
þ    No
o


Indicate
by check mark if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the 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.  þ


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):










Large
      accelerated filer o
            Accelerated filer
      o
            Non-accelerated
      filer þ
            Smaller reporting
      company o(Do not check if a
      smaller reporting company)




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


Yes
o    No
þ


The
Registrant has no voting stock. As of December 31, 2007 there were 22,629.643
Units of Beneficial Interest issued and outstanding.







EXPLANATORY
NOTE REGARDING THIS FORM 10-K/A





Campbell
Alternative Asset Trust (the “Trust”) is filing this Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December 31, 2007,
originally filed with the Securities and Exchange Commission on March 28, 2008
(the “Original Form 10-K”) to provide revised Exhibits 31.01 and
31.02.





Except as
described above, this Amendment No. 1 does not amend any other information set
forth in the Original Form 10-K and the Trust  has not updated
disclosures included therein to reflect any events that occurred subsequent to
March 28, 2008.


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PART
IV





Item 15. Exhibits, Financial
Statement Schedules





Exhibit
                Number
            
            Description
      of Document31.01
            
            Certification
      of Theresa D. Becks, Chief Executive Officer, pursuant to Exchange Act
      Rules 13a-14 and 15d-14 (filed herewith).31.02
            
            Certification
      of Gregory T. Donovan, Chief Financial Officer, pursuant to Exchange Act
      Rules 13a-14 and 15d-14 (filed
herewith).







3




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on December 17, 2008.






CAMPBELL
ALTERNATIVE ASSET TRUST




By:
            CAMPBELL
      & COMPANY, INC.
              Managing
Owner







By:
            /s/ Theresa D.
      Becks
              Theresa
      D. Becks
                Chief
      Executive Officer






Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant in the
capacities indicated on December 17, 2008.




Signature
            
            Capacity/s/
      D. Keith CampbellD.
      Keith Campbell
            
            Chairman
      of the Board of Directors/s/
      Bruce L. ClelandBruce
      L. Cleland
            
            Vice
      Chairman of the Board of Directors/s/
      Theresa D. BecksTheresa
      D. Becks
            
            Chief
      Executive Officer/s/
      James M. LittleJames
      M. Little
            
            Executive
      Vice President and Director/s/
      Gregory T. DonovanGregory
      T. Donovan
            
            Chief
      Financial Officer





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EXHIBIT
INDEX





Exhibit
      Number
            
            Description
      of Document
            
            Page
      Number31.01
            
            Certification
      by Chief Executive Officer
            
            E 2
      – E331.02
            
            Certification
      by Chief Financial Officer
            
            E 4
      – E5














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