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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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



FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2005



Commission File Number 001-08941*



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FRUIT OF THE LOOM UNSECURED CREDITORS TRUST

(Exact name of registrant as specified in its charter)



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|                                                                                              |  |                                     
|--------------------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                                      |  | 04-6979618                          
|(State or other jurisdiction of incorporation or organization)                                |  | (I.R.S. Employer Identification No.)
|                                                                                              | 
|c/o Clingman & Hanger Management Associates, LLC 11038 Lakeridge Parkway, Suite 4 Ashland, VA |  | 23005                               
|(Address of principal executive offices)                                                      |  | (Zip Code)                          



Registrants
telephone number, including area code: 804-550-7911



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



Securities registered pursuant to Section 12(g) of the
Act: NONE



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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. Not applicable. Reference is made to the Form 15 filed
on May 2, 2002.



Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



State the aggregate market value of the voting and non-voting common equity held by non-affiliates. Not applicable.



Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not Applicable



DOCUMENTS INCORPORATED BY REFERENCE: NONE



* Fruit Of The Loom Unsecured Creditors Trust is a transferee of certain of the assets and
liabilities of Fruit of the Loom, Inc., and files reports under Fruit of the Loom, Inc.s former Commission file number. Fruit of the Loom, Inc. filed a Form 15 on May 2, 2002, indicating its notice of termination of registration and filing
requirements.



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TABLE OF CONTENTS



|                               |  |                                                                                        |  |     
|------------------------------ |  | -------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                        |  | Page
|PART I  FINANCIAL INFORMATION |  | 2                                                                                     
|                               |  |                                                                                       
|ITEM 1.                        |  | FINANCIAL STATEMENTS                                                                   |  | 2   
|                               |  |                                                                                       
|                               |  | Cash Balance Sheet at January 31, 2005 and April 30, 2004                              |  | 2   
|                               |  |                                                                                       
|                               |  | Statement of Operations for Nine Months Ended January 31, 2005 and 2004                |  | 3   
|                               |  |                                                                                       
|                               |  | Statement of Cash Flows for Nine Months Ended January 31, 2005 and 2004                |  | 4   
|                               |  |                                                                                       
|                               |  | Notes to Financial Statements                                                          |  | 5   
|                               |  |                                                                                       
|ITEM 2.                        |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |  | 10  
|                               |  |                                                                                       
|ITEM 3.                        |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                            |  | 13  
|                               |  |                                                                                       
|ITEM 4.                        |  | CONTROLS AND PROCEDURES.                                                               |  | 13  
|                               | 
|PART II  OTHER INFORMATION    |  | 14                                                                                    
|                               |  |                                                                                       
|ITEM 1.                        |  | LEGAL PROCEEDINGS                                                                      |  | 14  
|                               |  |                                                                                       
|ITEM 2.                        |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                            |  | 14  
|                               |  |                                                                                       
|ITEM 3.                        |  | DEFAULTS UPON SENIOR SECURITIES                                                        |  | 14  
|                               |  |                                                                                       
|ITEM 4.                        |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                    |  | 14  
|                               |  |                                                                                       
|ITEM 5.                        |  | OTHER INFORMATION                                                                      |  | 14  
|                               |  |                                                                                       
|ITEM 6.                        |  | EXHIBITS                                                                               |  | 14  
|                               | 
|SIGNATURES                     |  | 15                                                                                    
|                               | 
|EXHIBIT INDEX                  |  | 16                                                                                    



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This report includes forward-looking statements. These forward-looking statements include,
but are not limited to, statements about our plans, objectives, representations and contentions and are not historical facts, and typically may be identified by use of terms such as anticipate, believe, estimate,
plan, may, expect, intend, could, potential, and similar expressions, although some forward-looking statements are expressed differently. You should be aware that the
forward-looking statements included in this report represent the Trustees current judgment and expectations, but our actual results, events and performance could differ materially from those in the forward-looking statements. The forward
looking statements are subject to a number of risks and uncertainties. We do not intend to update any of these factors or to publicly announce the results of any revisions to these forward-looking statements.



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PART I  FINANCIAL INFORMATION



ITEM 1  FINANCIAL STATEMENTS



Fruit Of The Loom

Unsecured Creditors Trust

Cash Balance Sheet

(unaudited)



|                                                     |  |                        |           |                      |   |          
|---------------------------------------------------- |  | ---------------------- | --------- | -------------------- | - | ---------
|                                                     |  | As of January 31, 2005 |           | As of April 30, 2004
|Assets:                                              |  |                        |           |                      |   |          
|Cash                                                 |  | $                      | 6,637,181 |                      | $ | 8,910,414
|                                                     |  |                        |           |                      |   |          
|Total Assets                                         |  | $                      | 6,637,181 |                      | $ | 8,910,414
|                                                     |  |                        |           |                      |   |          
|Liabilities (Reserves) :                             |  |                        |           |                      |   |          
|Distribution Reserve for Allowed and Disputed Claims |  | $                      | 5,897,552 |                      | $ | 8,268,675
|Case Administration Expense Reserve                  |  | $                      | 739,629   |                      | $ | 641,739  
|                                                     |  |                        |           |                      |   |          
|Total Liabilities (Reserves)                         |  | $                      | 6,637,181 |                      | $ | 8,910,414
|                                                     |  |                        |           |                      |   |          



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Fruit Of The Loom

Unsecured Creditors Trust

Statement of Operations

(unaudited)



|                                                    |  |                          |            |   |                              |   |            |                                                                   |  |   |            |   |  |   |            |   |  |   |             |  
|--------------------------------------------------- |  | ------------------------ | ---------- | - | ---------------------------- | - | ---------- | ----------------------------------------------------------------- |  | - | ---------- | - |  | - | ---------- | - |  | - | ----------- | -
|                                                    |  | Quarter Ended January 31 |            |   | Nine Months Ended January 31 |   |            | Thirty Three Months From Trust Inception Through January 31, 2005 | 
|                                                    |  | 2005                     |            |   | 2004                         |   |            | 2005                                                              |  |   | 2004       |   | 
|Receipts :                                          |  |                          |            |   |                              |   |            |                                                                   |  |   |            |   |  |   |            |   |  |   |             |  
|Distributions from FOL Liquidation Trust            |  | $                        |           |   |                              | $ | 336,236    |                                                                   |  | $ |           |   |  | $ | 1,184,831  |   |  | $ | 20,382,719  |  
|Initial Funding of UCT Case Administration Expenses |  | $                        |           |   |                              | $ |           |                                                                   |  | $ |           |   |  | $ |           |   |  | $ | 2,705,000   |  
|Interest and Other Income                           |  | $                        | 31,008     |   |                              | $ | 21,514     |                                                                   |  | $ | 80,604     |   |  | $ | 97,913     |   |  | $ | 543,141     |  
|                                                    |  |                          |            |   |                              |   |            |                                                                   |  |   |            |   |  |   |            |   |  |   |             |  
|Total Receipts                                      |  | $                        | 31,008     |   |                              | $ | 357,750    |                                                                   |  | $ | 80,604     |   |  | $ | 1,282,744  |   |  | $ | 23,630,860  |  
|                                                    |  |                          |            |   |                              |   |            |                                                                   |  |   |            |   |  |   |            |   |  |   |             |  
|Disbursements & Expenses :                          |  |                          |            |   |                              |   |            |                                                                   |  |   |            |   |  |   |            |   |  |   |             |  
|Distributions from UCT                              |  | $                        | (1,341,696 | ) |                              | $ | (1,416,485 | )                                                                 |  | $ | (1,908,586 | ) |  | $ | (8,094,786 | ) |  | $ | (14,485,167 | )
|Trust Expense                                       |  | $                        | (150,888   | ) |                              | $ | (218,593   | )                                                                 |  | $ | (445,251   | ) |  | $ | (788,963   | ) |  | $ | (2,508,512  | )
|                                                    |  |                          |            |   |                              |   |            |                                                                   |  |   |            |   |  |   |            |   |  |   |             |  
|Total Disbursements & Expenses                      |  | $                        | (1,492,584 | ) |                              | $ | (1,635,078 | )                                                                 |  | $ | (2,353,837 | ) |  | $ | (8,883,749 | ) |  | $ | (16,993,679 | )
|                                                    |  |                          |            |   |                              |   |            |                                                                   |  |   |            |   |  |   |            |   |  |   |             |  
|Net Receipts (Disbursements & Expenses)             |  | $                        | (1,461,576 | ) |                              | $ | (1,277,328 | )                                                                 |  | $ | (2,273,233 | ) |  | $ | (7,601,005 | ) |  | $ | 6,637,181   |  
|                                                    |  |                          |            |   |                              |   |            |                                                                   |  |   |            |   |  |   |            |   |  |   |             |  





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Fruit Of The Loom

Unsecured Creditors Trust

Statement of Cash Flows

(unaudited)



|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|--------------------------------------------------- |  | ---------------------------------- | ---------- | - | ---------------------------------- | - | ---------- | ---------------------------------------------------------------- |  | - | ----------- | -
|                                                    |  | Nine Months Ended January 31, 2005 |            |   | Nine Months Ended January 31, 2004 |   |            | ThirtyThree Months From Trust Inception Through January 31, 2005 | 
|Cash at Beginning of Period                         |  | $                                  | 8,910,414  |   |                                    | $ | 17,431,268 |                                                                  |  | $ |            |  
|                                                    |  |                                    |           
|Cash Flow from Unsecured Creditor Trust Funding :   |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Distributions from FOL Liquidation Trust            |  | $                                  |           |   |                                    | $ | 1,184,831  |                                                                  |  | $ | 20,382,719  |  
|Initial Funding of UCT Case Administration Expenses |  | $                                  |           |   |                                    | $ |           |                                                                  |  | $ | 2,705,000   |  
|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Total                                               |  | $                                  |           |   |                                    | $ | 1,184,831  |                                                                  |  | $ | 23,087,719  |  
|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Cash Flow from Investing Activities :               |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Interest and Other Income                           |  | $                                  | 80,604     |   |                                    | $ | 97,913     |                                                                  |  | $ | 543,141     |  
|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Total                                               |  | $                                  | 80,604     |   |                                    | $ | 97,913     |                                                                  |  | $ | 543,141     |  
|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Cash Flow from Trust Operations :                   |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Distributions from UCT                              |  | $                                  | (1,908,586 | ) |                                    | $ | (8,094,786 | )                                                                |  | $ | (14,485,167 | )
|Trust Expense                                       |  | $                                  | (445,251   | ) |                                    | $ | (788,963   | )                                                                |  | $ | (2,508,512  | )
|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Total                                               |  | $                                  | (2,353,837 | ) |                                    | $ | (8,883,749 | )                                                                |  | $ | (16,993,679 | )
|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Net Cash Flow                                       |  | $                                  | (2,273,233 | ) |                                    | $ | (7,601,005 | )                                                                |  | $ | 6,637,181   |  
|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  
|Cash at the end of period                           |  | $                                  | 6,637,181  |   |                                    | $ | 9,830,263  |                                                                  |  | $ | 6,637,181   |  
|                                                    |  |                                    |            |   |                                    |   |            |                                                                  |  |   |             |  



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FRUIT OF THE LOOM

UNSECURED CREDITORS TRUST

NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)



1. General



On December 29, 1999, Fruit of the Loom, Inc. (FTL) filed with the United States Bankruptcy Court for the District of Delaware
(the Court) a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The Third Amended Joint Plan of Reorganization of Fruit of the Loom, et. al. (the Plan) was confirmed by the Court on April 19, 2002. The
Plan became effective on April 30, 2002 (the Effective Date). In accordance with the Plan, the apparel business of Fruit of the Loom was sold to Berkshire Hathaway, Inc. pursuant to the Asset Purchase Agreement by and between Fruit of
the Loom, Ltd., Fruit of the Loom, Inc., Union Underwear, Inc., FTL Caribe, Ltd. (the Sellers) and New FOL, Inc. (the Purchaser) and Berkshire Hathaway, Inc.



The Fruit of the Loom Unsecured Creditors Trust (the UCT) was established pursuant to the Plan. The operation of the UCT is
governed by the Plan and the UCT Agreement executed pursuant thereto. Terms which are not defined herein are defined in the Plan and the UCT Agreement. Clingman & Hanger Management Associates, LLC serves as the Trust Administrator (the
Trustee) of the UCT. The UCT was established to perform certain obligations of FTL under the Plan, including: (a) receiving distributions from the FOL Liquidation Trust intended for holders of Allowed Class 4A Claims (the
Claims) and distributing those funds to those holders; (b) holding and distributing any proceeds received from the Creditors Committee Actions; (c) having the exclusive authority to prosecute, settle or otherwise resolve objections
to Disputed Claims and to prosecute, settle or otherwise resolve the Creditors Committee Action; and (d) such other purposes as set forth in the Plan and the UCT Agreement.



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2. Beneficiaries and Beneficial Interests



The Beneficiaries of the UCT are the holders of Allowed Class 4A Claims. Each holder of an Allowed Class 4A Claim receives an uncertificated
beneficial interest in the UCT in proportion to their pro rata share of Claims.



3. Summary of Significant Accounting Policies and Method of Accounting



The UCT financial statements are prepared on a cash basis of accounting. Transactions (including the recording of interest earned) are recorded when cash is received or disbursed. The Cash Balance Sheet includes cash arising from cash
transactions, while the Statement of Operations includes cash receipts as additions and cash disbursements as expenses/deductions. The UCT Agreement, approved by the Court as part of the confirmation of the Plan, provides for the fiscal year of the
UCT to end on April 30.



The UCTs financial statements present, to the
best of the Trustees knowledge, the cash receipts and disbursements from the UCT for the period reported. The financial reports and accompanying information were prepared for the use of the Trustee and the UCT Advisory Committee
(UCTAC) and for filing with the Court in accordance with Section 7.1 of the UCT Agreement.



4. Commitments, Contingencies and Recoveries



As discussed in Note 3, the financial statements are prepared on a cash basis. Accordingly, no accrual has been made for potential liabilities or recoveries (including interest earned but not yet received or estimates of future
distributions from the FOL Liquidation Trust). However, the UCT has established Disputed Claim Reserves and Other Reserves as required or allowed by the Plan and the UCT Agreement, which reserves have been established in the reasonable business
judgment of the Trustee and pursuant to order of the Court as described in Note 5.



5. Claims, Distributions and Reserves



The UCT has filed
various Omnibus Objections to Claims and, after notice and hearing, orders allowing and expunging claims of non-responding claimants were entered by the Court. The UCT has resolved certain other claims on a consensual basis.



On the Effective Date, there were approximately 3,450 Class 4A Claims. As of January 31,
2005, there were approximately 1,901 Class 4A Claims remaining, of which 1841 have been Allowed, leaving approximately 60 Disputed Claims (of which 54 are subject to pending objections before the Court).



With the approval of the Court, the UCT made its first distribution to holders of the Initial
Allowed Claims on October 30, 2002 as required by Section 4.5(b) of the UCT Agreement. Section 8.6 of the Plan provides that on the Initial Distribution Date, the UCT shall establish a Reserve for Disputed Claims, consisting of the ratable
proportion of all cash allocated for distribution on account of each Disputed Claim based upon the asserted amount of each Disputed Claim or such amount as may be agreed to by the holder of the Claim and the UCT or as may otherwise be determined by
the Court. On September 18, 2002, the UCT filed a motion (the



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First Reserve Motion) with the Court to establish the amount of the Disputed Reserve. On October 10, 2002, the Court granted the UCTs First
Reserve Motion and entered an order approving the Initial Distribution and the Disputed Reserves Proposed in the First Reserve Motion (the Initial Distribution Reserve Order). Based upon the amount of the claims for which reserves were
established, an Initial Distribution of 3.9297% was authorized by the court and made by the UCT to holders of Allowed Claims as described below.



On July 30, 2003, the UCT made its Second Distribution in the amount of 4.5446% to holders of Allowed Claims pursuant to the reserving methodology approved by the Court
for the First Reserve Motion. This brings the total distribution to holders of Allowed Claims to 8.4743% as of January 31, 2005, which is the distribution rate applicable to holders of Allowed Claims which have been allowed subsequent to July 1,
2003.



As of January 31, 2005, there were 1841 Allowed Claims in the total
amount of $174,270,471, including 3 claims with court authorized lump sum settlements aggregating $513,031. The Initial Distribution of 3.9297% and the Second Distribution of 4.5446%, totaling 8.4743%, has been disbursed to holders of 1540 Allowed
Claims who have provided the UCT with taxpayer identification numbers as required by the UCT Agreement. As of January 31, 2005, $14,485,167 had been disbursed (including the $513,031 of lump sum settlements) and the UCT continued to hold $752,591
for 298 holders of Allowed Claims who have not provided the taxpayer identification information required by the UCT Agreement. Such funds will be disbursed upon receipt of the necessary taxpayer identification numbers.



Except as set forth in the First Reserve Motion, the UCT did not seek estimation of
individual claims, but rather an estimation of certain categories of claims as described therein. This approach has less adverse impact upon the claimants than would the estimation of each claim, because the aggregate estimation does not limit any
individual claimants claim. Notwithstanding anything contained herein or in the First Reserve Motion, the amounts reflected herein for the Disputed Claims are for reserve purposes only, and the UCT reserves the right to object to any claim,
and to continue to pursue any pending objection to any claim.



During the
quarter ended January 31, 2005, the UCT received no distributions from the FOL Liquidation Trust. During the quarter ended January 31, 2004, the UCT received distributions from the FOL Liquidation Trust in the amount of $336,236. Since the
Effective Date, the UCT has received distributions from the FOL Liquidation Trust in the aggregate amount of $20,382,719. All of the amounts received from the FOL Liquidation Trust, net of distributions to holders of Allowed Claims, are in the cash
balances as part of the Reserve for Allowed and Disputed Claims. As of January 31, 2005, the UCT held total reserves of $5,897,552 for Allowed and Disputed Claims. As of April 30, 2004, the UCT held total reserves of $8,268,675 for Allowed and
Disputed Claims.



Pursuant to Section 7.23.5 of the Plan, the UCT received
$2,705,000, which is allocated solely for trust expenses and which is to be returned to the FOL Liquidation Trust to the extent not used for such expenses. Until October 31, 2004, the Trustee allocated interest income to the Distribution Reserve for
Allowed and Disputed Claims and reported that with the possible exception that such interest might be needed for case administration expenses, the UCT did not anticipate that any of the other funds received from the FOL Liquidation Trust and
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the Distribution Reserve for Allowed and Disputed Claims would be needed for case administration expenses. The UCT determined during the quarter ended
October 31, 2004, as allowed by the UCT Agreement, to reallocate $512,133 (which amount is equivalent to the interest earned since the inception of the UCT) from the Distribution Reserve for Allowed and Disputed Claims to the Case Administration
Reserve effective October 31, 2004, and to allocate interest earned in the future to the Case Administration Reserve in order to provide adequate resources for the payment of case administration expenses. To the extent interest earned is not needed
for case administration expenses, it will be distributed to the Beneficiaries as part of the final distribution. At January 31, 2005, the UCT held $739,629 in the Case Administration Reserve, including $543,141 of interest earned by the UCT since
its inception.



A factor in the Trustees decision to reallocate an amount
equal to interest earned to the Case Administration Reserve was the FOL Liquidation Trust informing the UCT during the quarter ended October 31, 2004 that it did not anticipate a final distribution to the UCT until the second calendar quarter of
2005 or later. As discussed in Note 6 below, the UCT is currently scheduled to terminate on April 30, 2005 and the UCT will apply to the Court for an extension of the termination date to enable the Beneficiaries to receive all amounts to which they
are entitled under the Plan. If the FOL Liquidation Trust makes a final distribution to the UCT within the second calendar quarter of 2005, the UCT currently anticipates that the original $2,705,000 funding of the Case Administration Reserve,
together with interest earned by the UCT since its inception, will be adequate to fund trust expenses through the UCTs termination. While reserving all of its rights with respect thereto, the UCT thus still anticipates that all or
substantially all of the distributions received from the FOL Liquidation Trust will be used for distributions to Beneficiaries and not for the funding of trust expenses. Accordingly, the amounts expended for trust expenses are not anticipated to
significantly impact the distributions to the holders of Allowed Claims in Class 4A due to the separate funding of the UCTs trust expenses and interest earned by the UCT on its investments.



6. Trust Termination



The UCT Agreement provides that the UCT shall terminate upon the distribution of all assets held in the UCT but not later than three years
after the Effective Date; provided, however, if the Trustee determines it to be in the best interest of the Beneficiaries, and subject to the approval of the Court, the term of the UCT may be extended for one or more finite terms. The UCT Agreement
originally provided that the UCT would terminate not later than five years after the Effective Date (subject to extension with approval of the Court). In conjunction with commencement of periodic reporting to the Securities and Exchange Commission
(SEC), the UCT and the UCTAC amended the UCT Agreement to provide for the UCTs termination not later than three years after the Effective Date (subject to extension with approval of the Court). During the quarter ended October 31,
2004, the FOL Liquidation Trust advised the UCT that it did not anticipate a final distribution to the UCT until the second calendar quarter of 2005 or later. While the UCT anticipates that substantially all of its claim resolution work will be
completed prior to the three-year anniversary date on April 30, 2005, the UCT will need to continue its existence until it has received all of its distributions from the FOL Liquidation Trust. Thus, even if the UCT has completed its claim resolution
work as currently anticipated, it will be necessary to apply to the Court for an extension of the UCTs termination date to enable the Beneficiaries to receive all amounts to which they are entitled under the Plan. The UCT anticipates applying
to the Court for an extension of the UCTs termination date during March, 2005.



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7. Income Tax Status



The receipt of the uncertificated interest in the UCT constitutes full satisfaction of a Beneficiarys claim against FTL. Pursuant to the Plan, as of the Effective
Date, a Beneficiary was deemed to have received its allocable share of the assets that were then deemed contributed to the UCT.



Upon the advice of tax counsel, the UCT determined that Grantor Trust Statements were required to be issued after the end of the UCTs first fiscal year, which was
April 30, 2003. Accordingly, 2003 Grantor Trust Statements were issued to Beneficiaries reporting required tax information, including each grantors share of the income, gain, deductions, loss or credits of the UCT attributable to the period
from the date of the UCTs formation through the end of the UCTs first fiscal year on April 30, 2003, with the amounts so reported to be reflected on the Beneficiarys appropriate 2003 tax return. Similarly, Grantor Trust Statements
reporting required tax information have been issued to Beneficiaries, including each grantors share of the income, gain, deductions, loss or credits of the UCT attributable to the UCTs second fiscal year (which ended April 30, 2004),
with the amounts so reported to be reflected on the Beneficiarys appropriate tax return for 2004. Grantor Trust Statements will be issued to Beneficiaries for each subsequent fiscal year of the UCT ending on April 30thof such year until the termination of the UCT.



All entities that receive distributions under the Plan are responsible for reporting and paying, as applicable, taxes on account of their
distributions. Each Beneficiary is strongly advised to consult its own tax advisor regarding the federal, state, local and foreign tax consequences of holding or disposing of an interest in the UCT and of receiving distributions from the UCT.



8. Disbursements and Expenses



The Statement of Operations includes a section titled Disbursements &
Expenses and the Statement of Cash Flows includes a section titled Cash Flow from Trust Operations. Both of these sections have line items titled Distributions by UCT and Trust Expenses. Set forth below are
the descriptions of the types of disbursements and expenses included in each line item:



Distributions



These amounts represent payments made to the
holders of Allowed Class 4A Claims, as described in Note 5. Distributions have been made to holders of Allowed Claims during the quarter ended January 31, 2005 in the aggregate amount of $1,341,696. Distributions of $1,416,485 were made to holders
of Allowed Claims during the quarter ended January 31, 2004. Aggregate distributions since the inception of the trust total $14,485,167, including $513,031 for court authorized lump sum settlements of three claims and representing 8.4743% of all
other Allowed Claims to holders who have provided taxpayer identification numbers as required by the Plan.



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Trust Expenses



These amounts represent payment of expenses of the UCT, including trust administration, professional fees, claims resolution, and other costs. Trust expenses include the
fees of the Trustee which are paid pursuant to the fee arrangement agreed to and approved by the UCTAC upon the appointment of the Trustee in conjunction with confirmation of the Plan and the formation of the UCT.



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



The following discussion should be read in conjunction with our financial statements and related notes included in this Form 10-Q.



Application of Critical Accounting Policies



The Trustee believes the following critical accounting policies, among others, are subject
to significant judgments and estimates used in the preparation of these financial statements.



Cash Basis of Accounting



The UCT financial statements are prepared on a cash basis of accounting. Transactions (including the recording of interest earned) are recorded when cash is received or disbursed. The Cash Basis Balance Sheet includes cash arising from cash
transactions, while the Statement of Operations includes cash receipts as additions and cash disbursements as expenses/deductions. The UCT Agreement, approved by the Court as part of the confirmation of the Plan, provides for the fiscal year of the
UCT to end on April 30.



The UCTs financial statements
present, to the best of the Trustees knowledge, the cash receipts and disbursements from the UCT for the period reported. The financial reports and accompanying information were prepared for the use of the Trustee and the UCTAC and for filing
with the Court in accordance with Section 7.1 of the UCT Agreement. While not required under generally accepted accounting principles, the Trustee believes that reporting financial information from the date of the inception of the UCT is meaningful
for holders of Beneficial Interests, in addition to reporting fiscal year information, and accordingly has included such information in these financial reports.



Reserves



No accrual has been made for potential liabilities or recoveries (including interest earned but not yet received or estimates of future distributions from
the FOL Liquidation Trust). However, the UCT has established Disputed Claim Reserves and Other Reserves as required or allowed by the Plan and the UCT Agreement, which reserves have been established in the reasonable business judgment of the Trustee
and pursuant to order of the Court.



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Tax Status



The UCT is intended to qualify as a liquidating trust for federal income tax purposes, and therefore should be taxable as a grantor trust. The
Beneficiaries will be treated as grantors; accordingly, their pro rata share of all items of income, gain, loss, deduction and credit will be included in the income tax returns of the Beneficiaries.



Changes in net assets



Funding from FOL Liquidation Trust and Investment Income



During the quarter ended January 31, 2005, the UCT received nodistributions from the FOL Liquidation Trust
and received interest on invested funds in the amount of $31,008. During the quarter ended January 31, 2004, the UCT received distributions from the FOL Liquidation Trust in the aggregate amount of $336,236 and received interest on invested funds in
the amount of $21,514. Since its inception, the UCT has received distributions from the FOL Liquidation Trust in the aggregate amount of $20,382,719. The UCTs investments have yielded interest income in the amount of $543,141 since its
inception.



Reserves



In accordance with the terms of the Plan and the Initial Distribution, the
UCT has established reserves for Allowed and Disputed Claims. The Disputed Claims reserve consists of the ratable proportion of all cash allocated for distribution on account of each Disputed Claim based upon the asserted amount of each Disputed
Claim or such amount as may be agreed to by the holder of the Claim and the UCT or as may otherwise be determined by the Court. As of January 31, 2005, the UCT held total reserves of $5,897,552 for Allowed and Disputed Claims, including $752,591 for
298 holders of Allowed Claims who have not provided the taxpayer identification information required by the UCT Agreement. As of April 30, 2004, the UCT held total reserves of $8,268,675 for Allowed and Disputed Claims. The reserve for Allowed and
Disputed Claims decreased on account of distributions made to holders of Allowed Claims, resolution of Disputed Claims and the UCTs decision effective October 31, 2004 to reallocate $512,133 (which amount is equivalent to the interest earned
since the inception of the UCT through October 31, 2004) from the Distribution Reserve for Allowed and Disputed Claims to the Case Administration Reserve as described in Note 5 to the Financial Statements.



The UCT also holds a Case Administration Expense Reserve in the amount of
$739,629 as of January 31, 2005, which is to be used to fund expenses of administering the UCT, as more particularly described in the Trust Expenses section below. As of October 31, 2004, the Case Administration Expense Reserve was $859,509. The
$119,888 decrease in the Case Administration Reserve from October 31, 2004 to January 31, 2005 is the net change resulting from the $150,888 of trust expenses disbursed during the quarter ended January 31, 2005 plus the $31,008 of interest earned on
invested funds during the quarter ended January 31, 2005.



Distributions



An Initial Distribution of
3.9297% was authorized by the court and made by the UCT to holders of Allowed Claims on October 30, 2002 in accordance with the Initial Distribution Reserve Order, and periodically thereafter to holders of subsequently Allowed Claims. On July 30,
2003, the UCT made its Second Distribution in the amount of 4.5446% to



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holders of Allowed Claims using the reserving methodology approved by the Court for the Initial Distribution. This brings the total distribution to holders
of Allowed Claims to 8.4743% as of January 31, 2005, which is the distribution rate received by holders of Allowed Claims which have been allowed subsequent to July 31, 2003.



Distributions have been made to holders of newly Allowed Claims during the quarter ended January 31, 2005 in the aggregate
amount of $1,341,696, including $475,000 for a court authorized lump sum settlement paid to one holder of a newly Allowed Claim. Distributions of $1,416,485 were made to holders of newly Allowed Claims during the quarter ended January 31, 2004.
Aggregate distributions since the inception of the trust total $14,485,167, including $513,031 in court authorized lump sum settlements of three Allowed Claims and representing 8.4743% of all other Allowed Claims for which required taxpayer
identification information has been provided.



Outstanding Claims



On the date of inception of the UCT, there were
approximately 3,450 Class 4A Claims. The UCT has filed various objections to Claims and, after notice and hearing, orders allowing and expunging claims of non-responding claimants were entered by the Court. The UCT has resolved certain other claims
on a consensual basis. As a result, as of January 31, 2005, there were approximately 1,901 Class 4A Claims remaining. Of this amount, 1841 claims totaling $174,270,471 have been allowed (including three Allowed Claims receiving court authorized lump
sum settlements aggregating $513,031). There remain approximately 60 Disputed Claims as of January 31, 2005 (of which 54 are subject to pending objections before the Court).



Trust Expenses



During the quarter ended January 31, 2005, the UCT paid expenses totaling $150,888, which include trust administration, professional fees, claims
resolution, and other costs. During the quarter ended January 31, 2004, the UCT paid expenses totaling $218,593. Since its inception, the UCT has paid trust expenses totaling $2,508,512. Trust expenses include the fees of the Trustee, which are paid
pursuant to the fee arrangement agreed to and approved by the UCTAC upon the appointment of the Trustee in conjunction with confirmation of the Plan and the formation of the UCT.



Pursuant to the Plan, the UCT received $2,705,000, which is allocated solely for trust expenses and which is to be returned
to the FOL Liquidation Trust to the extent not used for such expenses. Previously, the Trustee has allocated interest income to the Distribution Reserve for Allowed and Disputed claims and reported that with the possible exception that such interest
might be needed for case administration expenses, the UCT did not anticipate that any of the other funds received from the FOL Liquidation Trust and allocated to the Distribution Reserve for Allowed and Disputed claims would be needed for case
administration expenses. The UCT determined during the quarter ended October 31, 2004, as allowed by the UCT Agreement, to reallocate $512,133 (which amount is equivalent to the interest earned since the inception of the UCT through October 31,
2004) from the Distribution Reserve for Allowed and Disputed Claims to the Case Administration Reserve effective October 31, 2004, and to allocate interest earned in



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the future to the Case Administration Reserve in order to provide adequate resources for the payment of case administration expenses. To the extent interest
earned is not needed for case administration expenses, it will be distributed to the Beneficiaries as part of the final distribution. At January 31, 2005, the UCT held $739,629 in the Case Administration Reserve, including $543,141 of interest
earned by the UCT since its inception.



A factor in the
Trustees decision to reallocate an amount equal to interest earned to the Case Administration Reserve was the FOL Liquidation Trust informing the UCT during the quarter ended October 31, 2004 that it did not anticipate a final distribution to
the UCT until the second calendar quarter of 2005 or later. As discussed in Note 6 to the Financial Statements, the UCT is currently scheduled to terminate on April 30, 2005 and the UCT will apply to the Court for an extension of the termination
date to enable the Beneficiaries to receive all amounts to which they are entitled under the Plan. If the FOL Liquidation Trust makes a final distribution to the UCT within the second calendar quarter of 2005, the UCT currently anticipates that the
original $2,705,000 funding of the Case Administration Reserve, together with interest earned by the UCT since its inception, will be adequate to fund trust expenses through the UCTs termination. While reserving all of its rights with respect
thereto, the UCT thus still anticipates that all or substantially all of the distributions received from the FOL Liquidation Trust will be used for distributions to holders of Beneficial Interests and not for the funding of trust expenses.
Accordingly, the amounts expended for trust expenses are not anticipated to significantly impact the distributions to the holders of Allowed Claims in Class 4A due to the separate funding of the UCTs trust expenses and interest earned by the
UCT on its investments.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



The Reserves held by the UCT are invested through, and with the investment advice of, the Trust Department of Wachovia Bank, N.A. The UCTs holdings
of financial instruments are comprised primarily of government agency securities and investment grade corporate securities. All such instruments are classified as securities held to maturity. The UCT seeks reasonable assurance of the safety of
principal and market liquidity by investing in rated fixed income securities. Its market risk exposure consists principally of exposure to changes in interest rates. Its holdings are also exposed to the risks of changes in the credit quality of
issuers. The UCT typically invests in the shorter end of the maturity spectrum and the Trustee believes that changes in interest rates would not have a material effect on the fair value of UCT holdings. All cash is invested in interest bearing
instruments until disbursed.



ITEM 4. CONTROLS AND PROCEDURES.



(a) Evaluation Of Disclosure Controls And Procedures



The UCTs Trustee, after evaluating the effectiveness of the UCTs disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this quarterly report (the
Evaluation Date), have concluded that as of the Evaluation Date, the UCTs disclosure controls and procedures were adequate and effective to ensure that material information relating to the UCT would be made known to them by others
within the UCT, particularly during the period in which this quarterly report was being prepared.



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(b) Changes in Internal Controls



There were no significant changes in the UCTs internal controls or in other factors
that could significantly affect the UCTs internal controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such internal controls and procedures requiring corrective actions.



PART II  OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



Pursuant to the Plan, the UCT operates under the jurisdiction and supervision of the United States Bankruptcy Court for the District of Delaware and will continue to do so until the UCT has received its final distribution from the FOL
Liquidation Trust, all general unsecured claims are resolved and the UCT is terminated pursuant to the terms of the Plan.



Since its inception, the UCT has filed various Omnibus Claims Objections motions with the Court in connection with bankruptcy claims resolution. Most of
the general unsecured claims as to which objections were previously filed have been resolved either consensually or by default order entered by the Court. The Court retains jurisdiction to hear disputed claims matters in the event that the parties
are unable to consensually resolve any of the remaining Claims as to which objections are pending. The UCT anticipates filing additional Claims objections in the future.



The UCT is not aware of any facts or circumstances giving rise to any claims that would result in litigation against the
UCT, nor is the UCT planning to file suit against any third party, except as it may relate to claims resolution.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



Not Applicable.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



Not Applicable.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



Not Applicable.



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS



|31. | Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|--- | -----------------------------------------------------------------------------------------------------------------------------



|32. | Certificate pursuant to Section 906 of the Sarbanes  Oxley Act of 2002.
|--- | ------------------------------------------------------------------------



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SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.



FRUIT OF THE LOOMUNSECURED CREDITORS TRUSTBy:

Clingman & Hanger Management Associates, LLCas Trust AdministratorBy:

/s/ W. Edward Clingman, Jr.W. Edward Clingman, Jr.Principal




Date: March 14, 2005



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EXHIBIT INDEX



|    |  |                                                                                                                              
|--- |  | -----------------------------------------------------------------------------------------------------------------------------
|31. |  | Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|    | 
|32. |  | Certificate pursuant to Section 906 of the Sarbanes  Oxley Act of 2002.                                                     



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