UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported): July 25, ~~of 1934~~2005

Date of Report (Date of earliest event reported): June 30, 2005

BPP LIQUIDATING TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9524		02-6148466
(Commission File Number)		(I.R.S. Employer Identification No.)

450 B Street, Suite 1900, San Diego, California		92101
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (619) 641-1141

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

OnAs ~~June 30,~~previously ~~2005~~disclosed, BPP Liquidating Trust (the “Trust”) ~~received~~has ~~the~~been ~~acknowledgment~~involved ~~and agreement~~in oflegal ~~American~~proceedings ~~International~~in the ~~Specialty~~Superior ~~Lines~~Court ~~Insurance~~of ~~Company (“AISLIC”),~~ the ~~insurer~~State ~~under~~of ~~the Directors~~California, ~~Officers~~County ~~and~~of ~~Corporate~~Contra ~~Liability~~Costa, ~~Insurance~~with ~~Policy~~Developers ~~for~~Diversified ~~Real~~Realty ~~Estate~~Corporation ~~Investment Trusts~~ (~~the~~ “~~Policy~~DDRC”) ~~issued~~and toDDR ~~Burnham Pacific~~Real ~~Properties,~~Estate Services, Inc. (~~the~~ “~~Company~~DDRRES”), toan aaffiliate ~~letter~~of ~~agreement~~DDRC bywhich ~~and~~acted ~~between AISLIC~~as ~~and~~ the ~~insureds~~Company’s ~~under~~liquidator ~~the~~and property ~~Policy~~manager ~~(the~~for ~~“Insureds”). Pursuant to~~ the ~~terms~~period offrom ~~the letter agreement~~December 15, ~~AISLIC~~2000 ~~and~~through ~~the Insureds have agreed that (i) AISLIC will pay to the~~June 27, ~~Insureds~~2002. On ~~by no later than~~ July 5 25, 2005 ~~an amount equal to $691~~,~~716.71,~~ orthe ~~80%~~Trust, ~~(net~~DDRC ofand ~~certain~~DDRRES ~~exclusions),~~agreed ofto ~~the~~settle ~~defense~~this ~~costs~~litigation ~~incurred~~and by the ~~Insureds~~Superior ~~for~~Court entered ~~the~~a ~~period~~settlement ~~from~~agreement ~~November~~into ~~5, 2002 through March 10, 2005 in~~ the ~~connection with~~record. Under the ~~litigation~~terms ~~entitled~~of ~~Robert~~the ~~Baker~~settlement agreement, etDDR ~~al.~~will ~~v. Burnham~~make ~~Pacific~~a ~~Properties~~$700,000 ~~Inc.,~~cash etpayment alto ~~(which litigation has been previously disclosed in~~ the Trust’s ~~Annual Report~~ on ~~Form~~ ~~10-K~~or ~~for~~before ~~the period ending December 31~~August 24, ~~2004 as filed with the Securities~~2005. ~~and~~The ~~Exchange~~settlement ~~Commission~~agreement onalso ~~March~~includes 7,a ~~2005)~~mutual ~~and~~release ~~(ii)~~of ~~AISLIC~~all ~~will~~claims pending ~~pay~~among to the ~~Insureds,~~ onparties ~~a going forward basis~~ in ~~quarterly~~the ~~installments,~~Superior ~~80%~~Court ~~(net~~ of ~~certain~~ ~~exclusions) of~~ the ~~defense~~State ~~costs~~of ~~incurred by the Insureds in connection~~California, ~~with~~County ~~such~~of ~~litigation~~Contra ~~until its final resolution~~Costa.

2ITEM 8.01 Other Events.

~~SIGNATURES~~The trustees of the Trust have determined to make a liquidating distribution in the amount of $0.05 per beneficial interest payable to the registered beneficiaries of the Trust. The trustees anticipate that this distribution will be paid on or about August 31, 2005.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

	BPP LIQUIDATING TRUST
	By:	/s/ Scott C. Verges
	Name: Scott C. Verges
	Title: Co-Trustee
	By:	/s/ Douglas P. Wilson
	Name: Douglas P. Wilson
	Title: Co-Trustee
Date: July 5, 2005

SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BPP LIQUIDATING TRUST


	By:	/s/ Scott C. Verges
	Name:		Scott C. Verges
	Title:		Co-Trustee

	By:	/s/ Douglas P. Wilson
	Name:		Douglas P. Wilson
	Title:		Co-Trustee

Date: July 26, 2005

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