##### Table of Contents

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



OR



| ̈ | 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 000-50161



---



FORE HOLDINGS LLC

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Illinois                                                       |  | 36-3974824                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



100 Half Day Road;
Lincolnshire, Illinois 60069; 847-295-5000

(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)



N/A

(Former Name, Former Address & Former Fiscal Year, if changed since last report)



---



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 periods
as the 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 an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).    YES  x    NO ̈



---



---

##### Table of Contents

FORE HOLDINGS LLC



FORM
10-Q

FOR THE PERIOD ENDED

MARCH 31, 2005



INDEX



|           |  |                                                                                                        |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------ |  | ----
|           |  |                                                                                                        |  | PAGE
|PART I.    |  | FINANCIAL INFORMATION                                                                                  |  |     
|           |  |                                                                                                       
|ITEM 1.    |  | Financial Statements:                                                                                  |  |     
|           |  |                                                                                                       
|           |  | Consolidated Balance Sheets - March 31, 2005 (Unaudited), and September 30, 2004                       |  | 3   
|           |  |                                                                                                       
|           |  | Consolidated Statements of Operations - Three and Six Months Ended March 31, 2005 and 2004 (Unaudited) |  | 4   
|           |  |                                                                                                       
|           |  | Consolidated Statements of Cash Flows - Six Months Ended March 31, 2005 and 2004 (Unaudited)           |  | 5   
|           |  |                                                                                                       
|           |  | Notes to Consolidated Financial Statements                                                             |  | 6   
|           |  |                                                                                                       
|ITEM 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 10  
|           |  |                                                                                                       
|ITEM 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                             |  | 15  
|           |  |                                                                                                       
|ITEM 4.    |  | Controls and Procedures                                                                                |  | 16  
|           |  |                                                                                                       
|PART II.   |  | OTHER INFORMATION                                                                                      |  |     
|           |  |                                                                                                       
|ITEM 1.    |  | Legal Proceedings                                                                                      |  | 16  
|           |  |                                                                                                       
|ITEM 6.    |  | Exhibits                                                                                               |  | 16  
|           | 
|SIGNATURES |  | 17                                                                                                    



2



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. Financial Statements



FORE HOLDINGS LLC

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)



|                                                         |  |               |         |   |                   |   |         |  
|-------------------------------------------------------- |  | ------------- | ------- | - | ----------------- | - | ------- | -
|                                                         |  | March 31,2005 |         |   | September 30,2004 |  
|                                                         |  | (Unaudited)   |         |   |                   |  
|ASSETS                                                   |  |               |         |   |                   |   |         |  
|Current Assets                                           |  |               |         |   |                   |   |         |  
|Cash and cash equivalents                                |  | $             | 1,880   |   |                   | $ | 5,984   |  
|Prepaid expenses and other current assets                |  |               | 1       |   |                   |   | 1       |  
|                                                         |  |               |         |   |                   |   |         |  
|Total current assets                                     |  |               | 1,881   |   |                   |   | 5,985   |  
|                                                         |  |               |         |   |                   |   |         |  
|Non-Current Assets                                       |  |               |         |   |                   |   |         |  
|Property and equipment, net                              |  |               |         |   |                   |   |         |  
|Land                                                     |  |               | 22,364  |   |                   |   | 22,364  |  
|Buildings and building improvements                      |  |               | 253,252 |   |                   |   | 253,252 |  
|Computer equipment                                       |  |               | 1,978   |   |                   |   | 1,978   |  
|Furniture and equipment                                  |  |               | 7,248   |   |                   |   | 7,248   |  
|                                                         |  |               |         |   |                   |   |         |  
|                                                         |  |               | 284,842 |   |                   |   | 284,842 |  
|Less accumulated depreciation                            |  |               | (66,386 | ) |                   |   | (62,878 | )
|                                                         |  |               |         |   |                   |   |         |  
|Total property and equipment, net                        |  |               | 218,456 |   |                   |   | 221,964 |  
|Deferred rent receivable with Hewitt Associates (Note 7) |  |               | 3,559   |   |                   |   | 3,682   |  
|Due from owners                                          |  |               | 1,376   |   |                   |   | 1,294   |  
|Deferred loan costs, net                                 |  |               | 812     |   |                   |   | 843     |  
|Investment in Hewitt Associates                          |  |               | 12,180  |   |                   |   | 15,861  |  
|Investment in Overlook Associates                        |  |               | 8,824   |   |                   |   | 3,042   |  
|                                                         |  |               |         |   |                   |   |         |  
|Total non-current assets                                 |  |               | 245,207 |   |                   |   | 246,686 |  
|                                                         |  |               |         |   |                   |   |         |  
|Total Assets                                             |  | $             | 247,088 |   |                   | $ | 252,671 |  
|                                                         |  |               |         |   |                   |   |         |  
|LIABILITIES                                              |  |               |         |   |                   |   |         |  
|Current Liabilities                                      |  |               |         |   |                   |   |         |  
|Accounts payable and accrued expenses                    |  | $             | 7       |   |                   | $ | 35      |  
|Current portion of long-term debt                        |  |               | 9,672   |   |                   |   | 9,348   |  
|                                                         |  |               |         |   |                   |   |         |  
|Total current liabilities                                |  |               | 9,679   |   |                   |   | 9,383   |  
|                                                         |  |               |         |   |                   |   |         |  
|Long-Term Liabilities  Debt, less current portion       |  |               | 191,048 |   |                   |   | 195,966 |  
|                                                         |  |               |         |   |                   |   |         |  
|Total Liabilities                                        |  | $             | 200,727 |   |                   | $ | 205,349 |  
|                                                         |  |               |         |   |                   |   |         |  
|Commitments and Contingencies (Notes 8)                  |  |               |         |   |                   |   |         |  
|                                                         |  |              
|Owners Capital                                          |  |               |         |   |                   |   |         |  
|Paid-in capital and accumulated earnings                 |  | $             | 45,540  |   |                   | $ | 46,501  |  
|Accumulated other comprehensive income                   |  |               | 821     |   |                   |   | 821     |  
|                                                         |  |               |         |   |                   |   |         |  
|Total owners capital                                    |  |               | 46,361  |   |                   |   | 47,322  |  
|                                                         |  |               |         |   |                   |   |         |  
|Total Liabilities and Owners Capital                    |  | $             | 247,088 |   |                   | $ | 252,671 |  
|                                                         |  |               |         |   |                   |   |         |  



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



3



---

##### Table of Contents

FORE HOLDINGS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands)



|                                                 |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------ |  | --------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                 |  | Three Months EndedMarch 31, |        |   | Six Months EndedMarch 31, |  
|                                                 |  | 2005                        |        |   | 2004                      |   |        | 2005 |  |   | 2004   |  
|Rental revenues from Hewitt Associates           |  | $                           | 5,712  |   |                           | $ | 5,715  |      |  | $ | 11,467 |   |  | $ | 11,425 |  
|                                                 |  |                             |        |  
|Operating expenses:                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Other operating expenses                         |  |                             | 1,730  |   |                           |   | 1,981  |      |  |   | 3,510  |   |  |   | 3,912  |  
|Selling, general and administrative expenses     |  |                             | 42     |   |                           |   | (60    | )    |  |   | 75     |   |  |   | 304    |  
|Gain on sales of property                        |  |                             |       |   |                           |   | (742   | )    |  |   |       |   |  |   | (1,119 | )
|                                                 |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                         |  |                             | 1,772  |   |                           |   | 1,179  |      |  |   | 3,585  |   |  |   | 3,097  |  
|                                                 |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Operating income                                 |  |                             | 3,940  |   |                           |   | 4,536  |      |  |   | 7,882  |   |  |   | 8,328  |  
|                                                 |  |                             |        |  
|Other expenses, net                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Interest expense                                 |  |                             | (3,457 | ) |                           |   | (3,609 | )    |  |   | (6,953 | ) |  |   | (7,255 | )
|Interest income                                  |  |                             | 2      |   |                           |   | 12     |      |  |   | 7      |   |  |   | 22     |  
|Equity in earnings of unconsolidated investments |  |                             | 867    |   |                           |   | 27     |      |  |   | 5,782  |   |  |   | 1,381  |  
|Other income (expense), net                      |  |                             |       |   |                           |   | (33    | )    |  |   |       |   |  |   | (69    | )
|                                                 |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|                                                 |  |                             | (2,588 | ) |                           |   | (3,603 | )    |  |   | (1,164 | ) |  |   | (5,921 | )
|                                                 |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Income before owner distributions                |  | $                           | 1,352  |   |                           | $ | 933    |      |  | $ | 6,718  |   |  | $ | 2,407  |  
|                                                 |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  



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



4



---

##### Table of Contents

FORE HOLDINGS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)



|                                                                                                         |  |                           |        |   |      |   |        |  
|-------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                         |  | Six Months EndedMarch 31, |       
|                                                                                                         |  | 2005                      |        |   | 2004 |  
|Cash flows from operating activities:                                                                    |  |                           |        |   |      |   |        |  
|Income before owner distributions                                                                        |  | $                         | 6,718  |   |      | $ | 2,407  |  
|Adjustments to reconcile income before owner distributions to net cash provided by operating activities: |  |                           |        |   |      |   |        |  
|Depreciation                                                                                             |  |                           | 3,508  |   |      |   | 4,026  |  
|Amortization                                                                                             |  |                           | 31     |   |      |   | 31     |  
|Equity in earnings of unconsolidated investments                                                         |  |                           | (5,782 | ) |      |   | (1,381 | )
|Gain on sale of property                                                                                 |  |                           |       |   |      |   | (1,119 | )
|Changes in operating assets and liabilities:                                                             |  |                           |        |   |      |   |        |  
|Client receivables and unbilled work in process                                                          |  |                           |       |   |      |   | 744    |  
|Prepaid expenses and other current assets                                                                |  |                           |       |   |      |   | 112    |  
|Deferred rent receivable with Hewitt Associates                                                          |  |                           | 123    |   |      |   | 123    |  
|Due from owners                                                                                          |  |                           |       |   |      |   | (809   | )
|Accounts payable                                                                                         |  |                           | (28    | ) |      |   | (327   | )
|Accrued expenses                                                                                         |  |                           |       |   |      |   | (1,644 | )
|                                                                                                         |  |                           |        |   |      |   |        |  
|Net cash provided by operating activities                                                                |  |                           | 4,570  |   |      |   | 2,163  |  
|                                                                                                         |  |                          
|Cash flows from investing activities:                                                                    |  |                           |        |   |      |   |        |  
|Distributions from equity investments                                                                    |  |                           |       |   |      |   | 581    |  
|Proceeds from sale of property                                                                           |  |                           |       |   |      |   | 488    |  
|                                                                                                         |  |                           |        |   |      |   |        |  
|Net cash provided by investing activities                                                                |  |                           |       |   |      |   | 1,069  |  
|                                                                                                         |  |                          
|Cash flows from financing activities:                                                                    |  |                           |        |   |      |   |        |  
|Capital contributions (distributions), net                                                               |  |                           | (3,998 | ) |      |   | 3      |  
|Taxes paid on behalf of owners                                                                           |  |                           | (82    | ) |      |   |       |  
|Repayments of long-term debt                                                                             |  |                           | (4,594 | ) |      |   | (4,293 | )
|                                                                                                         |  |                           |        |   |      |   |        |  
|Net cash (used in) financing activities                                                                  |  |                           | (8,674 | ) |      |   | (4,290 | )
|                                                                                                         |  |                           |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                                                |  |                           | (4,104 | ) |      |   | (1,058 | )
|                                                                                                         |  |                          
|Cash and cash equivalents, beginning of period                                                           |  |                           | 5,984  |   |      |   | 5,937  |  
|                                                                                                         |  |                           |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                                                 |  | $                         | 1,880  |   |      | $ | 4,879  |  
|                                                                                                         |  |                           |        |   |      |   |        |  
|Schedule of noncash investing and financing activities:                                                  |  |                           |        |   |      |   |        |  
|Distribution of Hewitt Associates shares                                                                 |  | $                         | 3,681  |   |      | $ | 1,632  |  



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



5



---

##### Table of Contents

FORE HOLDINGS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 AND 2004

(Unaudited)

(Dollars in thousands)



1. Description of Business



On April 29, 2004, Hewitt Holdings LLC changed its name to FORE Holdings LLC (FORE Holdings or the Company). FORE Holdings LLC and Subsidiaries
include the Property Entities which consist of Hewitt Properties I LLC, Hewitt Properties II LLC, Hewitt Properties III LLC, Hewitt Properties IV LLC, Hewitt Properties V LLC, Hewitt Properties VI LLC, Hewitt Properties VII LLC and The
Bayview Trust. FORE Holdings is a holding company whose primary business is to own, finance, lease and sell real estate assets.



FORE Holdings owns its real estate assets directly and through its Property Entities. Substantially all of the activities of the Property Entities involve assets that are
leased to Hewitt Associates, Inc. and subsidiaries (Hewitt Associates). The investments in these properties were funded through capital contributions of FORE Holdings owners (individuals who have interests in FORE Holdings) and
third-party debt. The debt is a non-recourse obligation of FORE Holdings Property Entities and is not an obligation of, nor guaranteed by, Hewitt Associates. The properties the Company owns are located in Illinois, Florida, and Texas. FORE
Holdings has one business segment consisting of its real estate operations.



FORE Holdings is in the process of selling the majority of the properties it owns to a third party. The sale is expected to close in May 2005 (see Note 11).



2. Summary of Significant Accounting Policies



Basis of Presentation



The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission
for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows as of March 31, 2005, and for all periods
presented. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating
results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto, together with managements discussion and analysis of financial condition and results of
operations, included in the Companys Form 10-K for the fiscal year ended September 30, 2004, as filed with the Securities and Exchange Commission.



The consolidated financial statements are prepared on the accrual basis of accounting. The significant accounting policies are summarized below:



Principles of Consolidation



The accompanying consolidated financial statements reflect the operations of the Company and
its majority owned subsidiaries after elimination of intercompany transactions and profits.



Investments in less than 50%-owned affiliated companies over which the Company has the ability to exercise significant influence are accounted for using the equity method of accounting. The Company applies the equity
method of accounting and does not consolidate its 51% interest in Overlook Associates, an Illinois partnership (see Note 4).



6



---

##### Table of Contents

The Company accounts for its Investment in Hewitt Associates using the cost method of accounting. As such, the results of
Hewitt Associates are not reflected within the Companys results. The investment is carried at historical cost and adjusted for distributions to owners as they occur (see Note 3).



Revenue Recognition



The Company leases its real estate properties pursuant to operating leases. The Company records rental income for the full term of each lease on a straight-line basis.
Generally, the leases provide for lessee occupancy during periods for which no rent is due or where minimum rent payments increase during the term of the lease. Accordingly, a receivable is recorded from lessees for the current difference between
the straight-line rent and the rent that is contractually due from the lessee. During the three and six months ended March 31, 2005, 100% of the Companys rental income was derived from leases with Hewitt Associates.



Use of Estimates



The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance
for doubtful accounts, depreciation and amortization, asset impairment, and any contingencies. Although these estimates are based on managements best knowledge of current events and actions that the Company may undertake in the future, actual
results may be different from the estimates.



3. Investment in Hewitt
Associates



As of March 31, 2005 and September 30, 2004, the Company owns
approximately 1% and 2%, respectively, of Hewitt Associates, Inc. Hewitt Associates provides human resources outsourcing and consulting services. The investment in Hewitt Associates was accounted for using the equity method of accounting through
January 28, 2004. Prior to January 28, 2004, the majority of directors on Hewitt Associates Board held limited liability company interests in the Company. On January 28, 2004, the shareholders of Hewitt Associates elected a majority of
independent directors to its Board, at which time the Company began accounting for the investment in Hewitt Associates using the cost method of accounting. The investment is carried at its historical cost and is reduced by distributions to the
Companys owners as they occur. The fair market value of the investment in Hewitt Associates, based on shares held on behalf of owners and the stock price of Hewitt Associates on March 31, 2005, was $42,329.



4. Investment in Overlook Associates



As of March 31, 2005 and September 30, 2004, the Company owns approximately 51% of Overlook
Associates, an Illinois partnership. The investment in Overlook Associates was accounted for using the equity method of accounting as FORE Holdings does not exercise control over this company. Overlook Associates owns and operates three commercial
office buildings and develops and sells vacant land in Lincolnshire, Illinois. Overlook also has a majority interest in another commercial office building in Lincolnshire, Illinois.



5. Amounts Due from Owners



Amounts due from owners represent receivables from owners for individual income tax payments made on behalf of the owners. An adjustment to correct the amounts due from
certain owners was made in the quarter ended March 31, 2004. The effect of this adjustment was to reduce selling, general and administrative expenses and to increase income before owner distributions by $712 in both the three and six months ended
March 31, 2004.



7



---

##### Table of Contents

6. Deferred Loan Costs



At March 31, 2005 and September 30, 2004, the Company has one intangible asset with a definite useful life which is the deferred loan costs related to financing the
purchases of Hewitt Properties I-IV. The deferred loan costs have an estimated useful life of 20 years.



|                         |  |               |       |   |                   |   |       |  
|------------------------ |  | ------------- | ----- | - | ----------------- | - | ----- | -
|                         |  | March 31,2005 |       |   | September 30,2004 |  
|Deferred loan costs      |  |               |       |   |                   |   |       |  
|Gross carrying amount    |  | $             | 1,217 |   |                   | $ | 1,217 |  
|Accumulated amortization |  |               | (405  | ) |                   |   | (374  | )
|                         |  |               |       |   |                   |   |       |  
|Net                      |  | $             | 812   |   |                   | $ | 843   |  
|                         |  |               |       |   |                   |   |       |  



The Company tests the deferred loan
costs for impairment whenever indicators of impairment arise. During the six months ended March 31, 2005 and for the year ended September 30, 2004, no impairments on deferred loan costs were recognized.



Amortization expense related to the deferred loan costs, the only definite-lived intangible
asset, was approximately $16 for both the three months ended March 31, 2005 and 2004 and $31 for both the six months ended March 31, 2005 and 2004, respectively.



In connection with the planned sale of the majority of FORE Holdings properties and the retirement of the related debt, this
intangible asset will be retired in May 2005. (see Note 11).



7. Related
Party Transactions



The Company entered into real estate operating leases
with Hewitt Associates and its subsidiaries on terms which at inception were intended to be comparable to those which would have been obtained in an arms length transaction. The investments in the properties were funded through capital
contributions by FORE Holdings owners and third-party debt. The debt is reflected on the Companys balance sheet and is not an obligation of, nor guaranteed by, Hewitt Associates.



Generally, the leases provide for lessee occupancy during periods for which no rent is due or
where minimum rent payments increase during the term of the lease. The Company records rental income for the full term of each lease on a straight-line basis. Accordingly, a receivable is recorded for the current difference between the straight-line
rent and the rent that is contractually due from the lessee. As of March 31, 2005 and September 30, 2004, the deferred rent receivable with Hewitt Associates was $3,559 and $3,682, respectively.



From May 31, 2002, through September 30, 2007, Hewitt Associates has agreed to provide
certain support services to FORE Holdings, primarily in the financial, real estate and legal departments, as may be requested by FORE Holdings from time to time. FORE Holdings will pay Hewitt Associates an annual fee of $50 for basic services and an
additional fee for additional services on a time-and-materials basis. Fees for services Hewitt Associates provided under the services agreement totaled $36 and $69 for the six months ended March 31, 2005 and 2004, respectively. All such fees have
been paid by FORE Holdings through March 31, 2005.



8. Legal Proceedings



The Company is not party to any legal proceedings that are expected to
have a material adverse effect on the Companys business, financial condition or results of operations. In the ordinary course of business, the Company is routinely audited and subject to inquiries by government and regulatory agencies.



8



---

##### Table of Contents

9. Other Comprehensive Income



The following table presents the after-tax components of the Companys other comprehensive income for the periods presented:



|                                         |  |                             |       |                           |   |       |  |      |       |  |   |      
|---------------------------------------- |  | --------------------------- | ----- | ------------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                                         |  | Three Months EndedMarch 31, |       | Six Months EndedMarch 31,
|                                         |  | 2005                        |       | 2004                      |   | 2005  |  | 2004
|Income before owner distributions        |  | $                           | 1,352 |                           | $ | 933   |  | $    | 6,718 |  | $ | 2,407
|Other comprehensive income:              |  |                             |       |                           |   |       |  |      |       |  |   |      
|Foreign currency translation adjustments |  |                             |      |                           |   | 142   |  |      |      |  |   | 731  
|                                         |  |                             |       |                           |   |       |  |      |       |  |   |      
|Total comprehensive income               |  | $                           | 1,352 |                           | $ | 1,075 |  | $    | 6,718 |  | $ | 3,138
|                                         |  |                             |       |                           |   |       |  |      |       |  |   |      



10. Sale of Properties



On March 7, 2003, the Company, through its subsidiary, The Bayview Trust,
sold a building located in Newport Beach, California to an independent third party resulting in proceeds from the sale of $67,283 and a gain of $39,930. At the time of the sale, Hewitt Associates leased office space at the property. As a result of
Hewitt Associates lease for a portion of this property, the Company accounted for the sale as a sale-leaseback transaction and deferred recognition of $22,746 of the gain and began amortizing it into income over the life of the Hewitt
Associates operating lease. As a result of the July 1, 2003 Hewitt Associates stock distribution and subsequent de-consolidation of Hewitt Associates, the Company recognized the majority of the deferred gain in income in the fourth quarter of
fiscal 2003. The remaining portion of the deferred gain, $499, was recognized into gain on sales of property in the second quarter of fiscal 2004, when the Company began accounting for the remaining investment in Hewitt Associates using the cost
method of accounting. For the six months ended March 31, 2004, the total gain recognized into gain on sales of property was $508.



In April 2002, the Company sold a building and adjoining land in Norwalk, Connecticut in which Hewitt Associates leased office space. Hewitt Associates then entered into
a 15-year capital lease with the purchaser to continue to lease the office space through April 2017. As a result of Hewitt Associates lease for a portion of this property, the Company accounted for the sale as a sale-leaseback transaction and
deferred recognition of $10,899 of the gain and began amortizing it into income over the life of the Hewitt Associates capital lease. As a result of the July 1, 2003 Hewitt Associates stock distribution and subsequent de-consolidation of
Hewitt Associates, the Company recognized the majority of the deferred gain in income in the fourth quarter of fiscal 2003. The remaining portion of the deferred gain, $226, was recognized into gain on sales of property in the second quarter of
fiscal 2004, when the Company began accounting for the remaining investment in Hewitt Associates using the cost method of accounting. For the six months ended March 31, 2004, the total gain recognized into gain on sales of property was $230.



11. Subsequent Event



On January 28, 2005, FORE Holdings, through its subsidiaries, Hewitt Properties I LLC,
Hewitt Properties II LLC, Hewitt Properties III LLC and Hewitt Properties IV LLC, entered into an agreement to sell substantially all of its properties, excluding its investment in Overlook Associates, for $299,000. The agreement was subject to
termination without penalty until the buyer completed due diligence. Under the agreement, the buyer deposited $3 million in escrow within three business days of the date the agreement was signed and deposited an additional $7 million on April 20,
2005. On April 22, 2005, due diligence was completed and the $10 million of funds held in escrow became non-refundable. The transaction is expected to close in May 2005. All of the related leases with Hewitt Associates would be assigned to the buyer
at closing. The amended leases will have substantially the same terms, including rent and lease terms. Hewitt Associates has agreed to two debt covenants and to waive a purchase option right with respect to the properties being sold and one other
property. In connection with the sale, FORE Holdings will pay Hewitt Associates $3 million.



9



---

##### Table of Contents

ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



The following information should be read in conjunction with the information contained in our consolidated financial statements and related notes presented earlier in
this Quarterly Report on Form 10-Q. Please also refer to our consolidated financial statements and related notes and the information under the heading Managements Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission for additional information. In addition to historical information, this Quarterly Report on Form 10-Q may contain forward-looking
statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from managements expectations. Please see additional risks and uncertainties described below and in the Notes Regarding
Forward-Looking Statements which appears later in this section.



We use the terms FORE Holdings and the Company to refer to FORE Holdings LLC and its subsidiaries, formerly known as Hewitt Holdings LLC and subsidiaries. We use the term Property Entities to refer to
FORE Holdings wholly-owned subsidiaries, Hewitt Properties I LLC, Hewitt Properties II LLC, Hewitt Properties III LLC, Hewitt Properties IV LLC, Hewitt Properties V LLC, Hewitt Properties VI LLC, Hewitt Properties VII LLC and The Bayview
Trust. We use the term Hewitt Associates to refer to the business of Hewitt Associates, Inc. and its subsidiaries. On January 28, 2004, the shareholders of Hewitt Associates elected a majority of independent directors to its Board. At
that time the Company had a 2% investment in Hewitt Associates and no longer exercised significant influence over the investment and began accounting for the remaining investment in Hewitt Associates using the cost method of accounting.



We use the term owner to refer to the individuals who are
current or retired members of FORE Holdings. These individuals (with the exception of our retired owners) became employees of Hewitt Associates upon the completion of Hewitt Associates transition to a corporate structure on May 31, 2002.



All references to years, unless otherwise noted, refer to our fiscal
years, which end on September 30. For example, a reference to 2005 or fiscal 2005 means the twelve-month period that ends September 30, 2005. All references to percentages contained in Managements Discussion and
Analysis of Financial Condition and Results of Operations refer to calculations based on the amounts in our consolidated financial statements, presented earlier in this Quarterly Report on Form 10-Q.



Overview



FORE Holdings only business is owning, financing and leasing real estate assets which are primarily used by Hewitt Associates in
operating its business. All of the leases with Hewitt Associates are triple net leases. The properties the Company owns are located in Illinois, Florida and Texas. Rentable square footage consists of approximately 1,145,000 square feet in
Lincolnshire, Illinois, approximately 310,000 square feet in Orlando, Florida and approximately 414,000 square feet in The Woodlands, Texas. FORE Holdings has one business segment consisting of its real estate operations.



FORE Holdings is in the process of selling the majority of the properties to a third party.
The sale is expected to close in May 2005.



Consolidated Financial
Highlights



Rental revenues were $5.7 million in both the three months
ended March 31, 2005 and 2004. Rental revenues were $11.5 and $11.4 million in the six months ended March 31, 2005 and 2004, respectively. Hewitt Associates is our only tenant and their rent is recorded on a straight-line basis in accordance with
generally accepted accounting principles in the United States. The revenues were relatively flat as there were no changes in the composition of properties owned by the Company and no changes in the lease terms with Hewitt Associates in the current
and prior-year periods.



10



---

##### Table of Contents

Operating income decreased by 13%, to $3.9 million in the three months ended March 31, 2005, from $4.5 million in the
comparable prior-year period. Operating income decreased by 5%, to $7.8 million in the six months ended March 31, 2005, from $8.3 million in the comparable prior-year period. The decrease in both the quarter and six months is primarily due to the
recognition of deferred gains on the sales of the Newport Beach and Norwalk properties in the prior-year period and due to a reduction of state tax expense in the prior year. The decreases were offset in part by lower depreciation expense related to
more furniture and equipment becoming fully depreciated in the current year, as well as lower accounting fees for tax and audit services and no provision for doubtful accounts in the current year as a result of collecting the remaining receivables
in the prior year.



Critical Accounting Policies and Estimates



Revenues



We lease our real estate properties pursuant to operating leases. We record rental income
for the full term of each lease on a straight-line basis, even if there are periods for which no rent is due or where minimum rental payments increase during the term of the lease. As such, the Company records a receivable from lessees for the
difference between the straight-line rent and the rent that is contractually due from the lessees.



Long-Lived Assets Held and Used



We
review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the long-lived asset are less than the carrying
value, we recognize a loss equal to the difference between the carrying value and the discounted future cash flows of the asset.



Our estimate of future cash flows will be based on our experience, knowledge, and typically third-party advice or market data. However, these estimates can be affected by
other factors and economic conditions that can be difficult to predict.



Estimates



The preparation of financial statements and related
disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying
notes. Estimates are used for, but not limited to, the accounting for depreciation and amortization and asset impairment. Although these estimates are based on managements best knowledge of current events and actions that the Company may
undertake in the future, actual results may be different from the estimates.



Historical Results of Operations



The following table sets
forth our historical results of operations as a percentage of net revenues. The information for the three and six month periods is derived from unaudited consolidated financial statements which were prepared on the same basis as the annual
consolidated financial statements. The information for the three and six months ended March 31, 2005 and 2004, contains all adjustments, consisting only of normal recurring adjustments, necessary to fairly present this information. Operating results
for any period are not necessarily indicative of results for any future periods.



11



---

##### Table of Contents

Three Months Ended March 31, 2005 and 2004



|                                             |  |                             |        |   |                     |   |        |                                             |  |   |       |   |  |        |    |  |       |   |  |       |  
|-------------------------------------------- |  | --------------------------- | ------ | - | ------------------- | - | ------ | ------------------------------------------- |  | - | ----- | - |  | ------ | -- |  | ----- | - |  | ----- | -
|                                             |  | Three Months EndedMarch 31, |        |   | Increase/(Decrease) |   |        | % of Net RevenueThree Months EndedMarch 31, | 
|                                             |  | 2005                        |        |   | 2004                |   |        | Amount                                      |  |   | %     |   |  | 2005   |    |  | 2004  |  
|                                             |  | (in thousands)              |        |   |                     |   |        |                                             |  |   |       |  
|Rental revenues from Hewitt Associates       |  | $                           | 5,712  |   |                     | $ | 5,715  |                                             |  | $ | (3    | ) |  | (0.1   | )% |  | 100.0 | % |  | 100.0 | %
|                                             |  |                             |        |   |                     |   |        |                                             |  |   |       |   |  |        |    |  |       |   |  |       |  
|Operating expenses:                          |  |                             |        |   |                     |   |        |                                             |  |   |       |   |  |        |    |  |       |   |  |       |  
|Other operating expenses                     |  |                             | 1,730  |   |                     |   | 1,981  |                                             |  |   | (251  | ) |  | (12.7  | )  |  | 30.3  |   |  | 34.7  |  
|Selling, general and administrative expenses |  |                             | 42     |   |                     |   | (60    | )                                           |  |   | 102   |   |  | (170.0 | )  |  | 0.7   |   |  | (1.0  | )
|Gain on sales of property                    |  |                             |       |   |                     |   | (742   | )                                           |  |   | 742   |   |  | (100.0 | )  |  |      |   |  | (13.0 | )
|                                             |  |                             |        |   |                     |   |        |                                             |  |   |       |   |  |        |    |  |       |   |  |       |  
|Total operating expenses                     |  |                             | 1,772  |   |                     |   | 1,179  |                                             |  |   | 593   |   |  | 50.3   |    |  | 31.0  |   |  | 20.7  |  
|                                             |  |                             |        |   |                     |   |        |                                             |  |   |       |   |  |        |    |  |       |   |  |       |  
|Operating income                             |  |                             | 3,940  |   |                     |   | 4,536  |                                             |  |   | (596  | ) |  | (13.1  | )  |  | 69.0  |   |  | 79.3  |  
|                                             |  |                             |        |   |                     |  
|Other income (expenses), net                 |  |                             | (2,588 | ) |                     |   | (3,603 | )                                           |  |   | 1,015 |   |  | (28.2  | )  |  | (45.3 | ) |  | (63.0 | )
|                                             |  |                             |        |   |                     |   |        |                                             |  |   |       |   |  |        |    |  |       |   |  |       |  
|Income before owner distributions            |  | $                           | 1,352  |   |                     | $ | 933    |                                             |  | $ | 419   |   |  | 44.9   | %  |  | 23.7  | % |  | 16.3  | %
|                                             |  |                             |        |   |                     |   |        |                                             |  |   |       |   |  |        |    |  |       |   |  |       |  



Rental Revenues



Rental revenues remained relatively flat at $5,712 in the three months ended March 31, 2005,
compared to $5,715 in the comparable prior-year period. There were no changes in the composition of properties owned by the Company and no changes in the lease terms with Hewitt Associates in the current and prior-year periods.



Other Operating Expenses



Other operating expenses (which include depreciation and amortization) decreased by 12.7%,
to $1,730 in the three months ended March 31, 2005, compared to $1,981 in the comparable prior-year period. The decrease is primarily a result of a decrease in depreciation expense related to more furniture and equipment becoming fully depreciated
in the current year.



Selling, General and Administrative Expenses



Selling, general and administrative expenses (which primarily includes
legal and accounting fees) increased 170.0%, to $42 for the three months ended March 31, 2005, from ($60) reported in the comparable prior-year period. The increase primarily relates to an adjustment in state tax expense in the prior year, offset by
lower accounting fees for tax and audit services and no provision for doubtful accounts in the current year as a result of collecting the remaining receivables in the prior year.



Gain on Sales of Property



There were no gains on the sales of property in the current year as compared to $742 in gains recognized in the comparable prior-year period. The gains in the prior year
primarily related to the recognition of deferred gains on the sales of the Newport Beach and Norwalk properties in the prior-year period.



Other Income (Expenses), Net



Other income (expenses), net (which primarily includes interest expense, interest income and income from the equity investment in Overlook Associates) totaled $2,588 of
other expense, net in the three months ended March 31, 2005, compared to other expense, net of $3,603 in the comparable prior-year period. The decrease is primarily a result of an increase in equity earnings from our investment in Overlook
Associates, as well as a decrease in interest expense as a result of lower outstanding debt.



12



---

##### Table of Contents

Six Months Ended March 31, 2005 and 2004



|                                             |  |                           |        |   |                     |   |        |                                           |  |   |       |   |  |        |   |  |       |   |  |       |  
|-------------------------------------------- |  | ------------------------- | ------ | - | ------------------- | - | ------ | ----------------------------------------- |  | - | ----- | - |  | ------ | - |  | ----- | - |  | ----- | -
|                                             |  | Six Months EndedMarch 31, |        |   | Increase/(Decrease) |   |        | % of Net RevenueSix Months EndedMarch 31, | 
|                                             |  | 2005                      |        |   | 2004                |   |        | Amount                                    |  |   | %     |   |  | 2005   |   |  | 2004  |  
|                                             |  | (in thousands)            |        |   |                     |   |        |                                           |  |   |       |  
|Rental revenues from Hewitt Associates       |  | $                         | 11,467 |   |                     | $ | 11,425 |                                           |  | $ | 42    |   |  | 0.4    | % |  | 100.0 | % |  | 100.0 | %
|                                             |  |                           |        |   |                     |   |        |                                           |  |   |       |   |  |        |   |  |       |   |  |       |  
|Operating expenses:                          |  |                           |        |   |                     |   |        |                                           |  |   |       |   |  |        |   |  |       |   |  |       |  
|Other operating expenses                     |  |                           | 3,510  |   |                     |   | 3,912  |                                           |  |   | (402  | ) |  | (10.3  | ) |  | 30.6  |   |  | 34.2  |  
|Selling, general and administrative expenses |  |                           | 75     |   |                     |   | 304    |                                           |  |   | (229  | ) |  | (75.3  | ) |  | 0.7   |   |  | 2.7   |  
|Gain on sales of property                    |  |                           |       |   |                     |   | (1,119 | )                                         |  |   | 1,119 |   |  | (100.0 | ) |  |      |   |  | (9.8  | )
|                                             |  |                           |        |   |                     |   |        |                                           |  |   |       |   |  |        |   |  |       |   |  |       |  
|Total operating expenses                     |  |                           | 3,585  |   |                     |   | 3,097  |                                           |  |   | 488   |   |  | 15.8   |   |  | 31.3  |   |  | 27.1  |  
|                                             |  |                           |        |   |                     |   |        |                                           |  |   |       |   |  |        |   |  |       |   |  |       |  
|Operating income                             |  |                           | 7,882  |   |                     |   | 8,328  |                                           |  |   | (446  | ) |  | (5.4   | ) |  | 68.7  |   |  | 72.9  |  
|                                             |  |                           |        |   |                     |  
|Other income (expenses), net                 |  |                           | (1,164 | ) |                     |   | (5,921 | )                                         |  |   | 4,757 |   |  | (80.3  | ) |  | (10.1 | ) |  | (51.8 | )
|                                             |  |                           |        |   |                     |   |        |                                           |  |   |       |   |  |        |   |  |       |   |  |       |  
|Income before owner distributions            |  | $                         | 6,718  |   |                     | $ | 2,407  |                                           |  | $ | 4,311 |   |  | 179.1  | % |  | 58.6  | % |  | 21.1  | %
|                                             |  |                           |        |   |                     |   |        |                                           |  |   |       |   |  |        |   |  |       |   |  |       |  



Rental Revenues



Rental revenues remained relatively flat at $11,467 in the six months ended March 31, 2005,
compared to $11,425 in the comparable prior-year period. There were no changes in the composition of properties owned by the Company and no changes in the lease terms with Hewitt Associates in the current and prior-year periods.



Other Operating Expenses



Other operating expenses decreased by 10.3%, to $3,510 in the six months ended March 31,
2005, compared to $3,912 in the comparable prior-year period. The decrease is primarily a result of a decrease in depreciation expense related to more furniture and equipment, and computer equipment to a lesser extent, becoming fully depreciated in
the current year.



Selling, General and Administrative Expenses



Selling, general and administrative expenses decreased 75.3% to $75 for
the six months ended March 31, 2005 compared to $304 in the comparable prior-year period. The decrease is primarily a result of a decrease in accounting fees for tax and audit services, no provision for doubtful accounts in the current year, offset
by an adjustment to reduce state tax expense in the prior year period.



Gain
on Sales of Property



There were no gains on the sales of property in the
current year as compared to $1,119 in gains recognized in the comparable prior-year period. The gains in the prior year primarily related to the recognition of deferred gains on the sales of the Newport Beach and Norwalk properties and land located
in Lincolnshire, Illinois in the prior-year period.



Other Income
(Expenses), Net



Other income (expenses), net, totaled $1,164 of other
expense, net in the six months ended March 31, 2005, compared to other expense, net of $5,921 in the comparable prior-year period. The decrease is primarily a result of an increase in equity earnings from our investment in Overlook Associates
related to a sale of property by Overlook Associates, as well as a decrease in interest expense as a result of lower outstanding debt.



13



---

##### Table of Contents

Liquidity and Capital Resources



We have historically funded our growth and working capital requirements with funds from operations, capital contributions from owners,
credit facilities, credit tenant notes and term notes. We currently fund any distributions to owners or operating expenses with cash on hand and proceeds from sales of properties.



Summary of Cash Flows



|                                                 |  |                           |        |   |      |   |        |  
|------------------------------------------------ |  | ------------------------- | ------ | - | ---- | - | ------ | -
|                                                 |  | Six Months EndedMarch 31, |       
|                                                 |  | 2005                      |        |   | 2004 |  
|Cash provided by operating activities            |  | $                         | 4,570  |   |      | $ | 2,163  |  
|Cash provided by investing activities            |  |                           |       |   |      |   | 1,069  |  
|Cash used in financing activities                |  |                           | (8,674 | ) |      |   | (4,290 | )
|                                                 |  |                           |        |   |      |   |        |  
|Net decrease in cash and cash equivalents        |  |                           | (4,104 | ) |      |   | (1,058 | )
|Cash and cash equivalents at beginning of period |  |                           | 5,984  |   |      |   | 5,937  |  
|                                                 |  |                           |        |   |      |   |        |  
|Cash and cash equivalents at end of period       |  | $                         | 1,880  |   |      | $ | 4,879  |  
|                                                 |  |                           |        |   |      |   |        |  



For the six months ended March 31,
2005 and 2004, cash provided by operating activities was $4,570 and $2,163, respectively. The increase in cash flows provided by operating activities is primarily related to higher income before owner distributions and non-cash items in the current
year related to lower interest expense in the current year and higher payments of accounts payable and accrued expenses in the prior year.



For the six months ended March 31, 2005, there were no cash flows from investing activities compared to $1,069 of cash provided by investing activities in the prior-year
period. In the prior year, we received distributions from our investment in Overlook Associates and proceeds from the sale of land in Lincolnshire, Illinois.



For the six months ended March 31, 2005 and 2004, cash used in financing activities was $8,674 and $4,290, respectively. The increase in cash used in financing activities
is primarily a result of a $3,998 distribution to owners in the six months ended March 31, 2005, but not in the prior-year period, and due to continued repayments of debt in the current year.



At March 31, 2005, our cash and cash equivalents were $1,880, as compared to $4,879 at March
31, 2004, a decrease of $2,999 or 61%. Overall, cash and cash equivalents decreased primarily as result of the $3,998 distribution to owners in the current year.



Significant ongoing commitments consist primarily of leases and debt.



We have entered into real estate operating leases with Hewitt Associates and its subsidiaries which, at inception, were on terms comparable
to those that would have been obtained in an arms length transaction. The investments in the properties were funded through capital contributions by FORE Holdings owners and third-party debt. The properties and debt are reflected on our
balance sheets and the debt is not an obligation of, nor guaranteed by, Hewitt Associates.



We issued secured credit tenant notes to various noteholders on several dates between October 1997 through May 1999, totaling $200,720 as of March 31, 2005, bearing interest ranging from 6.52% to 7.13%. The principal
on each note is amortized monthly between 15 and 20 years from November 1998 through February 2020.



A number of our debt agreements contain financial and other covenants including, among others, covenants restricting our ability to incur indebtedness and create liens, to sell the assets or stock of a collateralized
subsidiary, and to pay dividends or make distributions to FORE Holdings owners which would result in a default. At March 31, 2005, we were in compliance with the terms of our debt agreements. The Company has notified the credit tenant note
holders of the planned May 2005 sale of property and retirement of debt.



14



---

##### Table of Contents

We believe the cash on hand, together with funds from operations and other current assets will satisfy our expected
working capital, contractual obligations, capital expenditures, and investment requirements for at least the next 12 months.



Note Regarding Forward-Looking Statements



This report contains forward-looking statements relating to our operations that are based on our current expectations, estimates and projections. Words such as
anticipates, believes, continues, estimates, expects, goal, intends, may, opportunity, plans, potential,
projects, forecasts, should, will, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks,
uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or
forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made.



Our actual results may differ from the forward-looking statements for many reasons, including:



| |  | A prolonged economic downturn could have a material adverse effect on our results.
|- |  | ----------------------------------------------------------------------------------



| |  | Our ability to successfully manage our significant capital investments.
|- |  | -----------------------------------------------------------------------



| |  | The cyclical nature of the real estate industry and possible oversupply of, or reduced demand for, space in our core markets could have a material adverse effect on our results.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Changes in interest rates and the availability of financing.
|- |  | ------------------------------------------------------------



| |  | Competition from other properties in our core markets.
|- |  | ------------------------------------------------------



| |  | Further declines in the overall economic activity in our core markets.
|- |  | ----------------------------------------------------------------------



| |  | The bankruptcy, insolvency or credit deterioration of our tenant.
|- |  | -----------------------------------------------------------------



| |  | The need to periodically renovate, repair and re-lease space and the costs thereof.
|- |  | -----------------------------------------------------------------------------------



| |  | Increases in maintenance, insurance and operating costs.
|- |  | --------------------------------------------------------



| |  | Civil unrest, acts of terrorism, earthquakes and other natural disasters or acts of God that may result in uninsured losses.
|- |  | ----------------------------------------------------------------------------------------------------------------------------



| |  | Changes in the availability and affordability of insurance on commercially reasonable terms, in levels of coverage for our real estate assets and in exclusions from insurance
policies for our real estate assets could result in increased premium costs.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Changes in market rental rates and our ability to rent space on favorable terms could adversely impact our results.
|- |  | -------------------------------------------------------------------------------------------------------------------



| |  | Changes in Hewitt Associates performance may affect the value of our investment in Hewitt Associates, thus impacting our results.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------



We undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or for any other reason.



Item 3. Quantitative and Qualitative Disclosures about Market Risks



We are exposed to market risk related to interest rates primarily through our long-term debt and on our portfolio of cash and cash equivalents.



At March 31, 2005, 100% of our long-term debt was at a fixed rate. Our fixed rate debt consists of our secured credit tenant notes. At March
31, 2005, a 10 percent decrease in the levels of interest rates, with all other variables held constant, would result in an increase in the fair market value of our fixed rate debt of $6,647. At March 31, 2005, a 10 percent increase in the levels of
interest rates with all other variables held constant would result in a decrease in the fair market value of our fixed rate debt of $6,380.



15



---

##### Table of Contents

Our portfolio of cash and cash equivalents is designed for safety of principal and liquidity. We maintain a portfolio of
cash equivalents in the highest rated money market investments and continuously monitor the investment ratings. The investments are subject to inherent interest rate risk as investments mature and are reinvested at current market interest rates.



Item 4. Controls and Procedures



Evaluation of
Disclosure Controls and Procedures.



The chief executive and financial
officer has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), as of the end of the period covered by this quarterly report (the Evaluation Date). Based on this evaluation, our chief executive and financial officer concluded as of the Evaluation Date that our disclosure controls and
procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our chief executive and financial office to allow timely decisions regarding required disclosure.



Changes in Internal Control Over Financial Reporting.



There have been no changes in our internal control over financial reporting that occurred
during the quarter ended March 31, 2005 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.



PART II. OTHER INFORMATION



ITEM 1. Legal Proceedings



The
Company is occasionally subject to lawsuits and claims arising out of the normal conduct of business. Management does not expect the outcome of pending claims to have a material adverse affect on the business, financial condition or results of
operations.



ITEM 6. Exhibits



| | a. | Exhibits.
| | -- | ---------



|     |  |                                                                                                                                                                                                     
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | First Amendment to Agreement of Sale and Purchase between Hewitt Properties I LLC, Hewitt Properties II LLC, Hewitt Properties III LLC, Hewitt Properties IV LLC and Warmack JDG Investment II,
LLC.
|31.1 |  | Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                  
|31.2 |  | Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                  
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                 
|32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                 



ITEMS 2, 3, 4 And 5
Are Not Applicable And Have Been Omitted



16



---

##### Table of Contents

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 thereunto duly authorized.



|                  |  |                   |  |                  
|----------------- |  | ----------------- |  | -----------------
|                  |  | FORE HOLDINGS LLC
|                  |  | (Registrant)     
|                  |  |                  
|Date: May 5, 2005 |  | By:               |  | /s/ David L. Hunt
|                  |  |                   |  | David L. Hunt    
|                  |  |                   |  | Chairman         



17