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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 JULY 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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
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 |  | 1                                                                                     
|                               | 
|ITEM 1 
FINANCIAL STATEMENTS  |  | 1                                                                                     
|                               |  |                                                                                       
|ITEM 2.                        |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |  | 9   
|                               |  |                                                                                       
|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                                                                      |  | 15  
|                               |  |                                                                                       
|ITEM 6.                        |  | EXHIBITS                                                                               |  | 15  
|                               | 
|SIGNATURES                     |  | 16                                                                                    
|                               | 
|EXHIBIT INDEX                  |  | 17                                                                                    



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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 Trust Administrator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.



PART I  FINANCIAL INFORMATION



ITEM 1  FINANCIAL STATEMENTS



Fruit Of The Loom

Unsecured Creditors Trust

Cash Balance Sheet

(unaudited)



|                                                     |  |                    |           |                     |   |          
|---------------------------------------------------- |  | ------------------ | --------- | ------------------- | - | ---------
|                                                     |  | As ofJuly 31, 2005 |           | As ofApril 30, 2005
|Assets:                                              |  |                    |           |                     |   |          
|Cash                                                 |  | $                  | 3,058,669 |                     | $ | 3,218,992
|                                                     |  |                    |           |                     |   |          
|Total Assets                                         |  | $                  | 3,058,669 |                     | $ | 3,218,992
|                                                     |  |                    |           |                     |   |          
|Liabilities (Reserves) :                             |  |                    |           |                     |   |          
|Distribution Reserve for Allowed and Disputed Claims |  | $                  | 2,513,149 |                     | $ | 2,569,991
|Case Administration Expense Reserve                  |  | $                  | 545,520   |                     | $ | 649,001  
|                                                     |  |                    |           |                     |   |          
|Total Liabilities (Reserves)                         |  | $                  | 3,058,669 |                     | $ | 3,218,992
|                                                     |  |                    |           |                     |   |          



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Fruit Of The Loom

Unsecured Creditors Trust

Statement of Operations

(unaudited)



|                                                    |  |                       |          |   |                                                               |   |          |   |  |   |          |  
|--------------------------------------------------- |  | --------------------- | -------- | - | ------------------------------------------------------------- | - | -------- | - |  | - | -------- | -
|                                                    |  | Quarter Ended July 31 |          |   | Thirty Nine Months From Trust Inception Through July 31, 2005 |  
|                                                    |  | 2005                  |          |   | 2004                                                          |   |         
|Receipts :                                          |  |                       |          |   |                                                               |   |          |   |  |   |          |  
|Distributions from FOL Liquidation Trust            |  | $                     |         |   |                                                               | $ |         |   |  | $ |         |  
|Initial Funding of UCT Case Administration Expenses |  | $                     |         |   |                                                               | $ |         |   |  | $ |         |  
|Interest and Other Income                           |  | $                     | 9,004    |   |                                                               | $ | 23,927   |   |  | $ | 9,004    |  
|                                                    |  |                       |          |   |                                                               |   |          |   |  |   |          |  
|Total Receipts                                      |  | $                     | 9,004    |   |                                                               | $ | 23,927   |   |  | $ | 9,004    |  
|                                                    |  |                       |          |   |                                                               |   |          |   |  |   |          |  
|Disbursements & Expenses :                          |  |                       |          |   |                                                               |   |          |   |  |   |          |  
|Distributions from UCT                              |  | $                     | (56,842  | ) |                                                               | $ | (430,559 | ) |  | $ | (56,842  | )
|Trust Expense                                       |  | $                     | (112,485 | ) |                                                               | $ | (183,825 | ) |  | $ | (112,485 | )
|                                                    |  |                       |          |   |                                                               |   |          |   |  |   |          |  
|Total Disbursements & Expenses                      |  | $                     | (169,327 | ) |                                                               | $ | (614,384 | ) |  | $ | (169,327 | )
|                                                    |  |                       |          |   |                                                               |   |          |   |  |   |          |  
|Net Receipts (Disbursements & Expenses)             |  | $                     | (160,323 | ) |                                                               | $ | (590,457 | ) |  | $ | (160,323 | )
|                                                    |  |                       |          |   |                                                               |   |          |   |  |   |          |  



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Fruit Of The Loom

Unsecured Creditors Trust

Statement of Cash Flows

(unaudited)



|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|--------------------------------------------------- |  | ------------------------------- | --------- | - | ------------------------------- | - | --------- | ------------------------------------------------------------- |  | - | ----------- | -
|                                                    |  | Three Months EndedJuly 31, 2005 |           |   | Three Months EndedJuly 31, 2004 |   |           | Thirty Nine Months From Trust Inception Through July 31, 2005 | 
|Cash at Beginning of Period                         |  | $                               | 3,218,992 |   |                                 | $ | 8,910,414 |                                                               |  | $ |            |  
|                                                    |  |                                 |          
|Cash Flow from Unsecured Creditor Trust Funding :   |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Distributions from FOL Liquidation Trust            |  | $                               |          |   |                                 | $ |          |                                                               |  | $ | 20,542,831  |  
|Initial Funding of UCT Case Administration Expenses |  | $                               |          |   |                                 | $ |          |                                                               |  | $ | 2,705,000   |  
|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Total                                               |  | $                               |          |   |                                 | $ |          |                                                               |  | $ | 23,247,831  |  
|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Cash Flow from Investing Activities :               |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Interest and Other Income                           |  | $                               | 9,004     |   |                                 | $ | 23,927    |                                                               |  | $ | 583,341     |  
|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Total                                               |  | $                               | 9,004     |   |                                 | $ | 23,927    |                                                               |  | $ | 583,341     |  
|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Cash Flow from Trust Operations :                   |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Distributions from UCT                              |  | $                               | (56,842   | ) |                                 | $ | (430,559  | )                                                             |  | $ | (18,029,682 | )
|Trust Expense                                       |  | $                               | (112,485  | ) |                                 | $ | (183,825  | )                                                             |  | $ | (2,742,821  | )
|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Total                                               |  | $                               | (169,327  | ) |                                 | $ | (614,384  | )                                                             |  | $ | (20,772,503 | )
|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Net Cash Flow                                       |  | $                               | (160,323  | ) |                                 | $ | (590,457  | )                                                             |  | $ | 3,058,669   |  
|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  
|Cash at the end of period                           |  | $                               | 3,058,669 |   |                                 | $ | 8,319,957 |                                                               |  | $ | 3,058,669   |  
|                                                    |  |                                 |           |   |                                 |   |           |                                                               |  |   |             |  



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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, Ltd. and NWI-I, Inc., formerly known as Fruit of the Loom, Inc. (collectively, Fruit of the Loom) 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 (the APA) 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 Trust Administrator) of the UCT. The UCT was established to perform certain obligations of Fruit of the Loom 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 Action;
(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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To the extent of any inconsistency between these Notes to the Unaudited Financial Statements and the Plan or the UCT
Agreement, the terms of the Plan or the UCT Agreement (as the case may be) control.



2. Beneficiaries and Beneficial Interests



The holders of
beneficial interests (each a Beneficial Interest) 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 its 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 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 Trust Administrator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 Trust Administrator 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 Trust
Administrator 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 July 31,
2005, there were approximately 1,861 Class 4A Claims remaining, of which 1853 have been Allowed, leaving approximately eight Disputed Claims, of which four (4) are subject to pending objections before the Court.



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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 separate Disputed 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 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% of Allowed Claims was authorized by the Court and made by the UCT to holders of Allowed Claims for which required taxpayer identification information was provided as described below.



On July 30, 2003, the UCT made its Second Distribution in the amount of 4.5446% of
Allowed Claims to holders of Allowed Claims for which required taxpayer identification information was provided pursuant to the reserving methodology approved by the Court for the First Reserve Motion. On March 30, 2005, the UCT made its Third
Distribution in the amount of 2.1% of Allowed Claims to holders of Allowed Claims for which required taxpayer identification information was provided pursuant to the reserving methodology approved by the Court for the First Reserve Motion. This
brings the total distribution to holders of Allowed Claims for which required taxpayer identification information was provided to 10.5743% of Allowed Claims as of July 31, 2005, which is the distribution rate received by holders of Allowed
Claims which have been allowed subsequent to March 30, 2005.



As of
July 31, 2005, 1853 Claims have been Allowed in the total amount of $180,603,121. The Initial Distribution of 3.9297%, the Second Distribution of 4.5446% and the Third Distribution of 2.1%, totaling 10.5743%, has been disbursed to holders of
1,594 Allowed Claims who have provided the UCT with taxpayer identification numbers as required by the UCT Agreement. As of July 31, 2005, $18,029,682 has been disbursed and the UCT continues to hold $1,487,226 for 259 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 July 31, 2005, the UCT received
nodistributions from the FOL Liquidation Trust. During the quarter ended July 31, 2004, the UCT received no distributions from the FOL Liquidation Trust. Since the Effective Date, the UCT has received distributions from the FOL
Liquidation Trust in the aggregate amount of $20,542,381. 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 July 31, 2005, the UCT held total reserves of $2,513,149 for Allowed and Disputed Claims. As of April 30, 2005, the UCT held total reserves of $2,569,991 for Allowed and Disputed Claims.



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Pursuant to Section 7.23.5 of the Plan, the UCT received an Initial Distribution of $2,705,000, which was allocated
solely for trust expenses and which was to be returned to the FOL Liquidation Trust to the extent not used for such expenses. During the quarter ended July 31, 2005, total trust expenses incurred since the inception of the UCT exceeded the
Initial Distribution of $2,705,000, and accordingly no amounts will be returned to the FOL Liquidation Trust. Until October 31, 2004, the Trust Administrator 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 Expense Reserve effective October 31, 2004, and to allocate interest earned
in the future to the Case Administration Expense 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 holders of Beneficial Interests as part of the final distribution. At July 31, 2005, the UCT held $545,520 in the Case Administration Expense Reserve, which is the net amount remaining in the reserve from the Initial Distribution from the
FOL Liquidation Trust of $2,705,000 distributed to the UCT for the initial funding of the Case Administration Expense reserve, plus $583,341 of interest earned by the UCT since its inception and allocated to the Case Administration Expense Reserve,
and less the $2,742,821 of trust expenses incurred since the inception of the UCT.



A factor in the Trust Administrators decision to reallocate an amount equal to interest earned to the Case Administration Expense 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 was previously scheduled to terminate on April 30, 2005 and the UCT applied to the Court for an
extension of the termination date to enable the holders of Beneficial Interests to receive all amounts to which they are entitled under the Plan, which extension to April 30, 2006 has been granted by the Court. The FOL Liquidation Trust has
more recently indicated to the UCT that it anticipates a final distribution to the UCT during the second half of 2005. If the FOL Liquidation Trust makes a final distribution to the UCT within the second calendar half of 2005, the UCT currently
anticipates that the original $2,705,000 funding of the Case Administration Expense 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.



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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 Trust Administrator determines it to be in the best interest of the holders of Beneficial Interests, 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 anticipated that substantially all of its claim resolution
work would be completed prior to the three-year anniversary date on April 30, 2005, the UCT needed to continue its existence until it received all of its distributions from the FOL Liquidation Trust. Thus, it was necessary to apply to the Court
for an extension of the UCTs termination date to enable the holders of Beneficial Interests to receive all amounts to which they are entitled under the Plan. In March, 2005 the UCT applied to the Court for an extension of the UCTs term
until April 30, 2006, which the Court approved. The FOL Liquidation Trust has advised the UCT that it anticipates a final distribution to the UCT before the end of 2005. If the UCT receives its final distribution from the FOL Liquidation Trust
within the time frames anticipated by the FOL Liquidation Trust, the UCT does not anticipate requesting from the Court a further extension of the UCTs term.



7. Income Tax Status



The receipt of the uncertificated interest in the UCT constitutes full satisfaction of a holder of Beneficial Interests claim against Fruit of the Loom. Pursuant to
the Plan, as of the Effective Date, a holder of Beneficial Interests 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 holders of Beneficial Interests 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 holder of Beneficial
Interests appropriate 2003 tax return.



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Similarly, Grantor Trust Statements reporting required tax information have been issued to holders of Beneficial
Interests, 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
holder of Beneficial Interests appropriate tax return for 2004. Grantor Trust Statements will be issued to holders of Beneficial Interests for each subsequent fiscal year of the UCT ending on April 30th of 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 holder of Beneficial Interests 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 Claims in Class 4A, as described in Note 5. Distributions have been made to holders of Allowed Claims
during the quarter ended July 31, 2005 in the aggregate amount of $56,842. Distributions of $430,559 were made to holders of Allowed Claims during the quarter ended July 31, 2004. Aggregate distributions since the inception of the UCT
total $18,029,682, including $513,031 for court authorized lump sum settlements of three claims, and representing 10.5743% of Allowed Claims to holders who have provided taxpayer identification numbers as required by the Plan.



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 Trust Administrator which are paid pursuant to the fee arrangement agreed to and approved by the UCTAC upon the appointment of the Trust Administrator 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.



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Application of Critical Accounting Policies



The Trust Administrator 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 Trust Administrator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 Trust
Administrator 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 Trust Administrator 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 Trust Administrator and pursuant to order of the Court.



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. If the UCT is
taxable as a grantor trust, the holders of Beneficial Interests 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 holders of
Beneficial Interests.



Changes in net assets



Funding from FOL Liquidation Trust and Investment Income



During the quarter ended July 31, 2005, the UCT received nodistributions from the FOL Liquidation Trust and received interest on invested funds in the amount of $9,004. During the quarter ended July 31, 2004, the UCT received no distributions from the FOL Liquidation Trust and received interest
on invested funds in the amount of $23,927. Since its inception, the UCT has received distributions from the FOL Liquidation Trust in the aggregate amount of $20,542,831. The UCTs investments have yielded interest income in the amount of
$583,341 since its inception.



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Reserves



In accordance with the terms of the Plan and the Courts reserve order for 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 July 31, 2005, the UCT holds total reserves of $2,513,149 for Allowed and Disputed Claims, including $1,487,226 for 259 holders of Allowed Claims who have not
provided the taxpayer identification information required by the UCT Agreement. As of April 30, 2005, the UCT held total reserves of $2,569,991 for Allowed and Disputed Claims. The $56,842 decrease in the reserve for Allowed and Disputed Claims
from April 30, 2005 to July 31, 2005 is the decrease in the reserve on account of distributions made to holders of Allowed Claims and resolution of Disputed Claims.



The UCT also holds a Case Administration Expense Reserve in the amount of $545,520 as of July 31, 2005, which is to be
used to fund expenses of administering the UCT, as more particularly described the Trust Expenses section below. As of April 30, 2005, the Case Administration Expense Reserve was $649,001. The $103,481 decrease in the Case Administration
Expense Reserve from April 30, 2005 to July 31, 2005 is the net change resulting from the $112,485 of trust expenses disbursed during the fiscal quarter ended July 31, 2005 plus the $9,004 of interest earned on invested funds from
April 30, 2005 through July 31, 2005.



Distributions



An Initial Distribution of 3.9297% of Allowed Claims was
authorized by the Court and made by the UCT to holders of Allowed Claims for which required taxpayer identification information was provided 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% of Allowed Claims to holders of Allowed Claims for which required taxpayer identification information was
provided pursuant to the reserving methodology approved by the Court for the First Reserve Motion. On March 30, 2005, the UCT made its Third Distribution in the amount of 2.1% of Allowed Claims to holders of Allowed Claims for which required
taxpayer identification information was provided pursuant to the reserving methodology approved by the Court for the First Reserve Motion. This brings the total distribution to holders of Allowed Claims for which required taxpayer identification
information was provided to 10.5743% of Allowed Claims as of July 31, 2005, which is the distribution rate received by holders of Allowed Claims which have been allowed subsequent to March 30, 2005.



Distributions have been made to holders of Allowed Claims during the quarter
ended July 31, 2005 in the aggregate amount of $56,842. Distributions of $430,559 were made to holders of Allowed Claims during the quarter ended July 31, 2004. Aggregate distributions since the inception of the UCT total $18,029,682,
including $513,031 in court authorized lump sum settlements of three Allowed Claims and representing 10.5743% of all other Allowed Claims for which required taxpayer identification information has been provided.



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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 July 31, 2005, there were approximately 1,861 Class 4A
Claims remaining. Of this amount, 1853 claims totaling $180,603,121 have been allowed (including three Allowed Claims receiving court authorized lump sum settlements aggregating $513,031). There remain approximately eight Disputed Claims as of
July 31, 2005, of which four are subject to pending objections before the Court.



Trust Expenses



During the quarter ended
July 31, 2005, the UCT paid expenses totaling $112,485, which include trust administration, professional fees, claims resolution, and other costs. During the quarter ended July 31, 2004, the UCT paid expenses totaling $183,825. Since its
inception, the UCT has paid trust expenses totaling $2,742,821. Trust expenses include the fees of the Trust Administrator, which are paid pursuant to the fee arrangement agreed to and approved by the UCTAC upon the appointment of the Trust
Administrator in conjunction with confirmation of the Plan and the formation of the UCT.



Pursuant to the Plan, the UCT received an Initial Distribution of $2,705,000, which was allocated solely for trust expenses and which was to be returned to the FOL Liquidation Trust to the extent not used for such
expenses. During the quarter ended July 31, 2005, total trust expenses incurred since the inception of the UCT exceeded the Initial Distribution of $2,705,000, and accordingly no amounts will be returned to the FOL Liquidation Trust. Until
October 31, 2004, the Trust Administrator had 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 Expense Reserve effective October 31, 2004, and to allocate interest earned in the future to the Case Administration Expense 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 holders of Beneficial Interests as part of the final distribution. At July 31, 2005, the UCT
held $545,520 in the Case Administration Expense Reserve, which is the net amount remaining in the reserve from the Initial Distribution from the FOL Liquidation Trust of $2,705,000 distributed to the UCT for the initial funding of the Case
Administration Expense Reserve, plus $583,341 of interest earned by the UCT since its inception and allocated to the Case Administration Expense Reserve and less the $2,742,821 of



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trust expenses incurred since the inception of the UCT through July 31, 2005. The $103,481 decrease in the Case Administration Expense Reserve from
April 30, 2005 to July 31, 2005 is the net change resulting from the $112,485 of trust expenses disbursed during the three month period ended July 31, 2005 plus the $9,004 of interest earned on invested funds from April 30, 2005
through July 31, 2005.



A factor in the Trust
Administrators decision to reallocate an amount equal to interest earned to the Case Administration Expense 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 was previously scheduled to terminate on April 30, 2005 and the UCT applied to the Court for an
extension of the termination date to enable the holders of Beneficial Interests to receive all amounts to which they are entitled under the Plan, which extension to April 30, 2006 has been granted by the Court. The FOL Liquidation Trust has
more recently indicated to the UCT that it anticipates a final distribution to the UCT during the second half of 2005. If the FOL Liquidation Trust makes a final distribution to the UCT within the second calendar half of 2005, the UCT currently
anticipates that the original $2,705,000 funding of the Case Administration Expense 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 Trust Administrator 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.



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ITEM 4. CONTROLS AND PROCEDURES.



|(a) | Evaluation Of Disclosure Controls And Procedures
|--- | ------------------------------------------------



The UCTs Trust Administrator, 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), has 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 it by others within the UCT, particularly during the period in which this quarterly report was being prepared.



(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.



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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: September 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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