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

G REIT Liquidating Trust
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On or about August 12, 2010, we intend to distribute a letter to our beneficiaries, or the Beneficiary Letter, to provide an update regarding the remaining properties in our portfolio. A copy of the Beneficiary Letter, which is hereby incorporated into this filing in its entirety, is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 8.01 Other Events.

On August 5, 2010, we received a No-Action Letter from the Staff of the SEC’s Division of Corporation Finance granting an extension of relief from certain reporting requirements under the Exchange Act. On August 11, 2010, our board of trustees approved the extension of G REIT Liquidating Trust, or the Liquidating Trust, until the earliest of (1) the distribution of our assets in accordance with the terms of the Liquidating Trust Agreement, or (ii) January 28, 2014, provided however, that our board of trustees may again continue the existence of the Liquidating Trust beyond the stated term if our board of trustees reasonably determines that an extension is necessary to fulfill the purposes of the Liquidating Trust; provided our board of trustees have requested and obtained additional no-action assurance from the Division of Corporation Finance of the United States Securities and Exchange Commission prior to such extension.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 G REIT Liquidating Trust Beneficiary Letter, dated August 12, 2010

SIGNATURES

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.

Exhibit Index