FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                   (Mark one)


[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004


                                       or

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934


                        Commission File Number: 000-32859

                              BFA LIQUIDATION TRUST

             (Exact name of registrant as specified in its charter)


           Arizona                                           86-1018485
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification No.)

3300 N. Central Ave., Suite 900, Phoenix, Arizona                 85012
(Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (602) 279-3587

         Former Address: 1313 E. Osborn Rd, Suite 250, Phoenix, AZ 85014

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. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
described in Rule 12b-2 of the Act [ ] Yes [X] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock as of the  latest  practicable  date:  As of  November  12,  2004,
448,610,056 units of Class A Beneficial Interests and 137,246,636 units of Class
B Beneficial Interests were outstanding.


<PAGE>


                              BFA Liquidation Trust
                                    Form 10-K
                                Table of Contents

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.                                             1

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operation.                    10

Item 3. Quantitative and Qualitative Disclosures about Market Risk.      13

Item 4. Controls and Procedures.                                         13

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.                                               14



<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                     BFA LIQUIDATION TRUST AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                       September 30,    December 31,
                                                                           2004             2003
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
ASSETS IN LIQUIDATION AT ESTIMATED FAIR VALUE
Cash and cash equivalents                                              $ 10,641,953     $  4,032,941
Receivables, net (note 2)                                                 3,849,448        4,190,921
Other trust assets, net (note 3)                                         19,103,748       27,746,115
Restricted cash and cash equivalents                                        359,748          630,884
Fair value of expected cash flows from settlements (note 4)                    --            723,937
                                                                       ------------     ------------

      TOTAL ASSETS                                                       33,954,897       37,324,798
                                                                       ------------     ------------

                    LIABILITIES IN LIQUIDATION
Accounts Payable and accrued liabilities                                    662,724        1,037,939
Estimated costs to complete liquidation (note 5)                          3,838,243        4,271,302
Settlement liability (note 6)                                               349,744          349,744
                                                                       ------------     ------------

      TOTAL LIABILITIES                                                   4,850,711        5,658,985
                                                                       ------------     ------------

Commitments and contingencies (note 8)

      NET ASSETS IN LIQUIDATION                                        $ 29,104,186     $ 31,665,813
                                                                       ============     ============

CLAIMS AGAINST NET ASSETS IN LIQUIDATION CONSIST OF THE FOLLOWING:
Class "3A" Certificate, 448,610,056 units
 outstanding,  $.05 per unit at September 30, 2004
 and $.06 per unit at December 31, 2003                                $ 24,109,278     $ 26,949,857
Class "3B" Certificate, 137,246,636 units
 outstanding,  $.04 per unit at September 30, 2004
 and $.03 per unit at December 31, 2003                                   4,994,908        4,715,956
                                                                       ------------     ------------
      TOTAL NET ASSETS                                                 $ 29,104,186     $ 31,665,813
                                                                       ============     ============

<FN>
The accompanying notes are an integral part of these Consolidated Financial Statements.
</FN>
</TABLE>

                                      -1-

<PAGE>


                     BFA LIQUIDATION TRUST AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                 Three months ended
                                                           ------------------------------
                                                           September 30,    September 30,
                                                               2004              2003
                                                           ------------      ------------
<S>                                                        <C>               <C>
Net assets in liquidation, July 1, 2004 and July 1,
2003, respectively                                         $ 28,062,886      $ 85,393,358

Interest on notes receivable (note 2)                            88,954           345,056
Interest on notes payable                                          --             (12,215)
Changes in fair value of other trust assets and
liabilities (notes 3 and 7)                                     962,832         4,528,147
Changes in fair value of estimated costs to complete
liquidation (note 5)                                               --          (1,139,534)
Distributions to holders of Class 3A and 3B beneficial
interests                                                       (10,486)      (38,024,079)
                                                           ------------      ------------

Net assets in liquidation, September 30, 2004 and
September 30, 2003, respectively                           $ 29,104,186      $ 51,090,733
                                                           ============      ============

<FN>
The accompanying notes are an integral part of these Consolidated Financial Statements.
</FN>
</TABLE>


                                       -2-
<PAGE>


                     BFA LIQUIDATION TRUST AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                  Nine months ended
                                                           --------------------------------
                                                           September 30,      September 30,
                                                               2004                2003
                                                           -------------      -------------
<S>                                                        <C>                <C>
Net assets in liquidation, January 1, 2004 and January
1, 2003, respectively                                      $  31,665,813      $ 194,833,341

Interest on notes receivable (note 2)                            307,653          3,077,529
Interest on notes payable                                           --             (134,173)
Changes in fair value of other trust assets and
liabilities (notes 3 and 7)                                    4,250,568         (1,696,315)
Changes in fair value of estimated costs to complete
liquidation (note 5)                                          (1,872,213)        (1,139,534)
Distributions to holders of Class 3A and 3B beneficial
interests                                                     (5,247,635)      (143,850,115)
                                                           -------------      -------------

Net assets in liquidation, September 30, 2004 and
September 30, 2003, respectively                           $  29,104,186      $  51,090,733
                                                           =============      =============

<FN>
The accompanying notes are an integral part of these Consolidated Financial Statements.
</FN>
</TABLE>


                                      -3-
<PAGE>


                     BFA LIQUIDATION TRUST AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

The BFA  Liquidation  Trust  (the  "TRUST")  was formed  pursuant  to the "First
Amended Joint Liquidating Plan of Reorganization of the Debtors Under Chapter 11
of the Bankruptcy  Code" proposed by the Baptist  Foundation of Arizona  ("BFA")
and related subsidiaries and affiliates (the "DEBTORS"), Official Collateralized
Investors'  Committee  and Official  Joint  Committee  of  Unsecured  Creditors,
relating to Case No.  99-13275 ECF GBN (the "PLAN"),  which was confirmed by the
Bankruptcy Court for the District of Arizona  ("BANKRUPTCY  COURT"), by an order
entered  on  December  22,  2000  and  became  effective  on  January  22,  2001
("EFFECTIVE DATE").

The primary purpose of the Trust is to (i) oversee and direct the liquidation of
the assets that were  transferred  to the Trust pursuant to the Plan (the "TRUST
ASSETS") for the benefit of the Trust's beneficiaries; (ii) prosecute all claims
and causes of action  that the Trust may have  against any person or entity (the
"LITIGATION  CLAIMS")  for the benefit of the Trust's  beneficiaries;  and (iii)
distribute any proceeds of the Litigation  Claims and the Trust Assets  received
by the Trust to the Trust's beneficiaries.

The Trust is not operated  with the  objective of  continuing or engaging in the
conduct of a trade or  business,  except to the extent  reasonably  necessary to
preserve or enhance the liquidation  value of the Trust Assets,  consistent with
the primary  purpose of the Trust. To facilitate the orderly  administration  of
the Trust and to  maximize  the value of the Trust  Assets,  the Trust  owns one
subsidiary,  New Asset  Subsidiary,  LLC  ("NAS").  The assets are  grouped in a
consistent and coherent manner and held, pending sale, by NAS. The Trust and NAS
are charged with the  responsibility of appraising the assets,  listing them for
sale in an orderly manner,  and  distributing  the proceeds from the sale to its
beneficiaries  on a regular basis. The Trust is expected to terminate after five
(5) years on January 22, 2006 unless the  Bankruptcy  Court  determines  that an
extension of the Trust is necessary for the purposes of the Trust.

The Plan provides for the appointment of a liquidating trustee (the "LIQUIDATING
TRUSTEE") and a liquidating trust board  ("LIQUIDATION  TRUST BOARD") to oversee
the  liquidation  of the Trust  Assets and to ensure  that such  liquidation  is
conducted in a cost-effective manner and in a reasonable time. In addition,  the
Liquidating Trustee and Liquidating Trust Board are directing the prosecution of
the Litigation Claims in an attempt to maximize the Trust's recoveries from such
claims.  The  Liquidating  Trustee  and the  Liquidating  Trust Board are making
ongoing efforts to dispose of the Trust Assets, to make timely distributions and
to minimize the duration of the Trust.

The Trust has a  wholly-owned  subsidiary to assist in  liquidating  the assets,
NAS, an Arizona limited liability company. NAS was formed on the Effective Date,
and the Trust is the sole  member of that  company.  The Trust is able to direct
NAS to take any actions that the Liquidating  Trustee believes will maximize the
value of the assets held by NAS. The Trust transferred  substantially all of its
assets to NAS,  which NAS is currently  marketing for sale. NAS is not permitted
to sell any assets or take any other  action  unless so  directed  by the Trust.
Collectively, the Trust and NAS are referred to as the "Trust".

Basis of Presentation

The accompanying  consolidated financial statements as of September 30, 2004 and
December 31, 2003 and for the three months and nine months ended  September  30,
2004 and  September  30,  2003  include the  accounts of the Trust and NAS.  All
intercompany  transactions  and accounts are  eliminated in  consolidation.  The
Trust's  investments  in certain  wholly-owned  entities  are  included in these
financial  statements at their  estimated  fair value since the Trust expects to
liquidate the investments by selling the entire  individual  businesses as going
concerns.


                                      -4-
<PAGE>

These unaudited  consolidated  financial  statements have been prepared based on
the liquidation  basis of accounting,  accordingly  assets and liabilities  have
been recorded at estimated fair values. In accordance with the liquidation basis
of  accounting,   the  financial  statements  reflect  the  estimated  costs  of
liquidating  the assets and  distributing  the proceeds to holders of beneficial
interests.

The  accompanying   unaudited  consolidated  financial  statements  reflect  all
adjustments,  consisting only of normal  recurring  adjustments that are, in the
opinion of  management,  necessary  for a fair  statement of the results for the
interim  period  presented.   Such  financial  information  should  be  read  in
conjunction with the consolidated financial statements and related notes thereto
as of December  31, 2003 and for the fiscal  years ended  December  31, 2002 and
December  31,  2001  included  in the  Trust's  Form 10 -K's as  filed  with the
Securities  and Exchange  Commission.  The results for the three and nine months
ended  September 30, 2004 may not be  indicative  of the future  results for the
entire year 2004.

The Trust's  management has made certain  estimates and assumptions  relating to
the reporting of assets and liabilities and the disclosure of contingent  assets
and liabilities to prepare these consolidated financial statements in conformity
with accounting  principles  generally accepted in the United States of America.
Under the  liquidation  basis of accounting,  assets and  liabilities  have been
recorded  at  their  estimated  fair  values.   Given  that  there  is  inherent
uncertainty in the valuation  process,  the amounts actually realized or settled
could  be  materially   different  from  those  reflected  in  the  accompanying
consolidated financial statements.

TRUST ASSETS

The assets of the Trust are carried at estimated  fair market values  determined
by discounting, at appropriate risk adjusted discount rates, the Trust's current
best  estimate  of cash  flows  expected  to be  realized  from the  collection,
liquidation  and  disposition  of assets held by the Trust.  Such assets consist
principally of notes  receivable,  income producing real estate and interests in
real estate, interests in partnerships and operating companies and miscellaneous
other assets,  receivables and assets from litigation  and/or  settlements.  The
estimates  of the  future  cash  flows and  discount  rates from which the asset
values of the Trust were  derived are updated  quarterly  and are made under the
direction of the  management of the Trust based upon  information  available and
believed to be reliable. These estimates reflect significant judgments regarding
assumptions,  discount  rates,  timing of cash flows,  market risk and allowable
disputed claims.  Because of the inherent uncertainty regarding the valuation of
these assets there will likely be  differences  between  actual  results and the
estimated  fair values  reflected  in the  accompanying  consolidated  financial
statements and the differences may be material.

In addition to the assets  described  above, the Trust also holds the Litigation
Claims, which consist of claims against the former directors and officers of BFA
and judgments and deficiencies  related to loans made to former borrowers of the
Debtors. Because of the significant uncertainties associated with estimating the
probability  and timing of cash flows related to these  claims,  there can be no
assurance  that the Trust  will  realize  any value of such  Litigation  Claims.
However, if realized these Litigation Claims could be material to the Trust.

The fair value of Trust Assets is reassessed at least  quarterly and adjustments
to estimated fair values are reflected in the period in which they become known.
For each asset,  estimates of income,  expenses and net cash flow on a quarterly
basis through the expected final  disposition date are prepared.  The individual
asset cash flow  estimates  are  developed  based  upon  factors  which  include
appraisals by independent  appraisers,  physical  inspection of the asset or the
collateral  underlying the related loans, local market  conditions,  contractual
payments and discussions with the relevant borrower.

ESTIMATED COSTS TO COMPLETE LIQUIDATION AND LITIGATION

The estimated costs to complete  liquidation  represent the estimated cash costs
of operating  the Trust  through its expected  termination  on January 21, 2006,
discounted using a present value factor of 4.25% at September 30, 2004 and 4.00%
at  December  31,  2003.  These  costs,  which  include  personnel,  facilities,
Liquidating Trustee and Liquidating Trust Board compensation, professional fees,


                                      -5-
<PAGE>

litigation  costs  and other  related  costs,  are  estimated  based on  various
assumptions regarding the number of employees,  the use of outside professionals
(including attorneys and accountants) and other costs.  Litigation costs contain
assumptions  based on what management  expects the likely course of actions will
be regarding litigating and or settling certain contingencies.  Given that there
is inherent  uncertainty  in the  estimation  process,  actual  results could be
materially different.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities,  an  Interpretation  of ARB 51." FIN No. 46  provides  guidance on the
identification of entities of which control is achieved through means other than
voting  rights  (""variable  interest  entities" or "VIEs") and how to determine
when and which  business  enterprise  should  consolidate  the VIE (the "primary
beneficiary").   In  addition,  FIN  No.  46  requires  that  both  the  primary
beneficiary and all other enterprises with a significant  variable interest in a
VIE make additional  disclosures.  Our adoption of this  Interpretation  did not
have a material impact on our consolidated financial statements or disclosures.

2. RECEIVABLES, NET

At September 30, 2004,  net  receivables  consisted  primarily of  approximately
$1.78  million  note from  W.H.H.C.,  approximately  $806,000  note from Clearly
Waikoloa,  approximately  $573,000 from various note receivables related to land
contracts, and approximately $693,000 of various other mortgage notes receivable
and commercial  receivables most of which are  collateralized by real estate. At
December 31, 2003, net receivables consisted primarily of approximately $820,000
note from  W.H.H.C.,  approximately  $1.3 million  note from  Clearly  Waikoloa,
approximately  $1.4  million  from  various  note  receivables  related  to land
contracts, and approximately $680,000 of various other mortgage notes receivable
and commercial receivables most of which are collateralized by real estate.

The following is a summary of gross cash flows and related valuation  allowances
at:
<TABLE>
<CAPTION>

                                                        September 30,      December 31,
                                                            2004              2003
                                                        ------------      ------------
<S>                                                     <C>               <C>
Total gross future cash flows from notes receivable     $ 40,986,424      $ 42,870,365
Collectibility discount                                  (37,128,062)      (38,391,751)
Present value discount (8-9%)                                 (8,914)         (287,693)
                                                        ------------      ------------
Net receivables                                         $  3,849,448      $  4,190,921
                                                        ============      ============
</TABLE>


Some of the  debtors  are in default  on their  contractual  obligations  to the
Trust.  At this time  management  does not expect to receive  future  cash flows
related to  receivables  in default  and thus no amount is included in the above
stated receivable amount. The Trust is aggressively pursuing collection of these
debts  by  various  means  including,   but  not  limited  to,  foreclosure  and
litigation, and recoveries from these actions, if any, could be material.

3. OTHER TRUST ASSETS, NET

The other trust assets are carried at estimated fair values which are the result
of  discounting,  at appropriate  discount rates,  the currently  estimated cash
flows projected to be realized from the collection, liquidation and disposition.
These valuations include appraisals by independent appraisers of the liquidation
value of some assets.  These values do not  represent  the full future cash flow
values  expected  from  the  sale  or  operations  of  these  assets  due to the
discounting of respective cash flows. Such assets consist  principally of income
producing  real estate and interests in real estate,  interests in  partnerships
and operating companies, and miscellaneous other assets transferred to the Trust
upon the consummation of the Plan.


                                      -6-
<PAGE>


Other trust assets consist of the following:

                                                September 30,     December 31,
                                                    2004              2003
                                                ------------      ------------
Real estate assets and partnerships, net        $ 17,692,411      $ 24,932,982
Investments in other operating companies, net      4,935,368         5,212,277
Other assets, net                                    115,881           295,842
                                                ------------      ------------
Future value of other trust assets                22,743,660        30,441,101
Present value discount (various rates)            (3,639,912)       (2,694,986)
                                                ------------      ------------
Other trust assets value                        $ 19,103,748      $ 27,746,115
                                                ============      ============


4. FAIR VALUE OF EXPECTED CASH FLOWS FROM SETTLEMENTS

Settlement  proceeds at December 31, 2003 primarily  consist of the net expected
proceeds from the settlement  with Chaparral  Pines LLC. The Chaparral Pines LLC
settlement  consists of $300,000  cash and real estate  valued at  approximately
$420,000 net of selling costs. In 2004 the Chaparral Pines settlement  agreement
was signed by both parties and approved by the Bankruptcy Court.

5. ESTIMATED COSTS TO COMPLETE LIQUIDATION AND LITIGATION

The  estimated  costs to complete  liquidation  and  litigation of $3,838,243 at
September 30, 2004 and  $4,271,302 at December 31, 2003  represent the estimated
costs of operating  the Trust  through its expected  termination  on January 21,
2006, discounted using a present value factor of 4.25% at September 30, 2004 and
4.00% at December 31, 2003. These costs,  which include  personnel,  facilities,
Liquidating Trustee and Liquidating Trust Board compensation,  professional fees
and litigation costs, are estimated based on various  assumptions  regarding the
number of employees,  the use of outside professionals  (including attorneys and
accountants) and other matters.  Litigation costs contain  assumptions  based on
what  management  expects  the  likely  course  of  actions  will  be  regarding
litigating and or settling certain  contingencies.  Given that there is inherent
uncertainty  in the  estimation  process,  actual  results  could be  materially
different.

6. SETTLEMENT LIABILITY

The settlement  liability at September 30, 2004 and December 31, 2003 represents
the class action's 50% portion of the remaining  settlement assets from Jalma W.
and Carole  Hunsinger and their affiliates and Harold D. and Stephanie B. Friend
and their  affiliates.  The settlement  liability  relates to assets reported in
other trust assets of  approximately  $250,000 and receivables of  approximately
$450,000.

7. CHANGES IN OTHER TRUST ASSETS

During the three months ended September 30, 2004, the valuation of certain other
trust  assets  were  adjusted  based on current and pending  sales  offers,  new
information   received  by  management  and  actual  operating  results.   These
adjustments  aggregately  total an approximate  $960,000 increase in other trust
assets.  Included in actual operating  results are sales of  approximately  $5.8
million  for the sale of  various  Westside  lots,  Bloomington  building  4 and
various other assets.

During the three months ended  September 30, 2003 the valuation of certain other
trust  assets  were  adjusted  based on current and pending  sales  offers,  new
information   received  by  management  and  actual  operating  results.   These
adjustments  aggregately  total an  approximate  $4.5 million  increase in other
trust assets.  Included in actual  operating  results are sales of approximately
$2.0 million for the sale of property at Ironwood and Southern and various other
lots and parcels from Westside Property.

During the nine months ended  September 30, 2004, the valuation of certain other
trust  assets  were  adjusted  based on current and pending  sales  offers,  new
information   received  by  management  and  actual  operating  results.   These
adjustments  aggregately  total an  approximate  $4.3 million  increase in other
trust assets.  Included in actual  operating  results are sales of approximately
$11.1 million for the sale of various Westside lots,  Bloomington building 3 and
4, Prescott Country Club lot and various other assets.


                                      -7-
<PAGE>

During the nine months ended  September  30, 2003 the valuation of certain other
trust  assets  were  adjusted  based on current and pending  sales  offers,  new
information   received  by  management  and  actual  operating  results.   These
adjustments  aggregately  total an  approximate  $1.7 million  decrease in other
trust assets.  Included in actual  operating  results are sales of approximately
$6.6 million for the sale of the Park at Juniper Ridge, property in Casa Grande,
property at Ironwood and  Southern  and various  other lots and parcels from ASC
San Antonio and Westside Property.

8. COMMITMENTS AND CONTINGENCIES

Contingent Liabilities

The Trust is involved in various legal proceedings.  A number of creditors filed
proofs of claims in the Debtors'  bankruptcy  proceedings.  As of September  30,
2004 all of these  claims  have been  resolved  and either  paid in full (if any
amount was due) or fully reserved for (if disputed).

Contingent Assets

In 2002 a complaint alleging four (4) separate causes of action was filed in the
Superior Court against BFA's former limited liability company member,  Chaparral
Pines,  LLC, in the development of the Chaparral  Pines property.  The Trust was
able to reach a settlement  agreement with Chaparral Pines LLC consisting of the
Trust  receiving  $300,000  in cash  and real  estate  valued  at  approximately
$420,000 net of selling costs. The settlement  agreement has been signed by both
parties and approved by the  Bankruptcy  Court.  The Trust has received the cash
and the real estate from the  settlement and has recorded this asset at its fair
value in the accompanying consolidated financial statements.


In an effort to avoid repaying $4 million dollars in debt to the Trust,  William
Blair has  engaged in a number of legal  maneuvers.  In 2001,  the Trust filed a
Notice of  Trustee's  Sale on the  collateral  securing  repayment on one of the
Notes (the "DESERT  DIAMOND  NOTE").  The Trust  separately  filed a lawsuit and
obtained a judgment  against  Mr.  Blair  individually  as a co-maker  under the
Desert Diamond Note. That debt has been reduced to judgment in an amount of $1.4
million  dollars,  plus  interest at 19% until paid in full.  With regard to Mr.
Blair's  second  obligation  (the  "CAMPBELL  NOTE") the Superior  Court entered
judgment on March 19, 2003 against both Mr. Blair and his trust in the amount of
$1,418,329.82 with interest at the rate of 18% from August 13, 2001, until paid.
The  Trust  has  authorized  the  initiation  of a  new  lawsuit  to  recover  a
substantial  number of real property transfers made by Mr. Blair to mostly third
party related entities on the eve of the Superior Court judgments.  These claims
will be pursued under Arizona  state law theories of fraudulent  transfer.  With
regard to the remaining  action against Fidelity Title (the "TITLE COMPANY") the
Title  Company  hired by Mr. Blair to transfer  title to portions of the Trust's
collateral to third parties without lien releases,  the Bankruptcy Court granted
the Title Company's  Motion for  Reconsideration  and reversed its prior ruling.
The  effect  is that  the  Bankruptcy  Court  has  upheld  an  alleged  contract
modification  disallowed by a different judge in an earlier  litigation.  If the
Bankruptcy  Court's  ruling  stands as issued,  the Trust  would be  required to
release its liens on the remaining real property  collateral for a release price
of $12,500/lot (a total of $275,000 for the remaining  lots).  The Title Company
also has on file a Motion  for Award of Fees  seeking an award of fees and costs
incurred.  The  Bankruptcy  Court awarded the Title Company an amount of $44,000
for fees and costs.  The Trust has appealed both rulings made by the  Bankruptcy
Court  relating to the Title Company  matters and a stay has been issued pending
the resolution of the appeal. The Trust has included the estimated value of this
note  receivable  at the lot release price less awarded  attorney's  fees in the
note receivable portion of the accompanying  consolidated  financial statements.
Additionally  Mr. Blair has filed for personal  bankruptcy  protection,  and has
turned over certain assets to the Chapter 7 trustee for  liquidation.  The Trust
holds secured and unsecured  claims in the Blair  bankruptcy case and is working
on an  agreement  with the Chapter 7 trustee to maximize  recovery for the Trust
from the proceeds from the sale of certain  Blair assets.  The agreement has not
been finalized and recovery, if any, is unknown at this time. No amount has been
recorded in the accompanying  consolidated  financials  statements in regards to
being a creditor in the Blair bankruptcy filing.


                                      -8-
<PAGE>

The Trust holds a note  receivable  in an  outstanding  amount of  approximately
$1.75  million  dollars  from  W.H.H.C.  Through  this  note the Trust has begun
foreclosing  on  approximately  70 acres of real  property  located in  Maricopa
County, Arizona as a partial payment on the outstanding note. A lawsuit has been
filed in the  Superior  Court to foreclose on the mortgage and obtain a judgment
against the real property.  Two (2) of the  defendants  have made a claim in the
form of an  affirmative  defense,  that the  Trust has  filed a  wrongful  claim
against the real property.  Three (3) of the defendants  have now filed answers.
The remaining  four (4) defendants  claim no interest in the real property.  The
Trust has valued this note at approximately  $1.75 million and it is included in
the  notes  receivable  portion  of  the  accompanying   consolidated  financial
statements.

On November  12, 2003 the Trust filed an adversary  proceeding  against Glen and
Nannie Lou Crotts and the Glen E. Crotts  Revocable Trust  ("CROTTS").  Glen and
Nannie Lou Crotts are the parents of past BFA president  William Crotts and Glen
Crotts  served as president of BFA prior to William  Crotts.  The Crotts and the
Trust have reached a settlement  in which the Trust will pay the Crotts  $25,000
and the Crotts  will  disclaim  all  rights to any funds held by the Trust.  The
settlement  was approved by the Bankruptcy  Court and the settlement  amount was
paid by the Trust in August 2004.


Because of the  significant  uncertainty  associated with the valuation of these
contingent  assets,  it is likely that the  amounts  ultimately  realized  could
differ  from  the  amounts  that  are  actually  reflected  in the  accompanying
consolidated financial statements and the differences could be material.


9. CASH RECEIPTS AND DISBURSEMENTS

For the three months ended  September 30, 2004 and September 30, 2003, the Trust
received net cash proceeds from sales of assets, note receivable collections and
operations  of  $8,929,719  and  $46,543,423,  respectively,  consisting  of the
following:

                                                       Three months ended
                                                   ---------------------------
                                                    September 30,  September 30,
                                                        2004           2003
                                                   -----------     -----------
Principal  and  interest  received  from notes     $   525,772     $45,446,512
receivable
Cash flows from other trust assets                   8,403,947       1,096,911
                                                   -----------     -----------
Total                                              $ 8,929,719     $46,543,423
                                                   ===========     ===========


Conversely,  for the same  respective  periods,  the Trust paid out $959,003 and
$40,947,304, respectively, as follows:

                                                Three months ended
                                          ----------------------------
                                          September 30,   September 30,
                                             2004            2003
                                          ------------    ------------
Trust operations                          $  (948,517)    $   (419,306)
Payable to Class 5 creditors                       -                        -
Principal and interest payments on
collateralized notes payable                       -        (2,167,328)
Distributions to Class 3A & 3B                (10,486)     (38,360,670)
                                          ------------    ------------
Total                                     $  (959,003)    $(40,947,304)
                                          ============    ============


Distributions  to Class 3A and 3B  include  the  class  action  50%  portion  of
litigation proceeds, if any, and are net of returned distributions and reserves.

                                      -9-
<PAGE>


16. SUBSEQUENT EVENTS

On  October  22,  2004 a sale of loans was  completed  for  approximately  $1.25
million which equaled book value at September 30, 2004.

On October 28, 2004 the sale of Tamuning Guam was  completed  for  approximately
$3.1 million which equaled book value at September 30, 2004.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation.

The selected  historical  financial data presented  below for the three and nine
months  ended  September  30, 2004 and  September  30, 2003 are derived from our
consolidated financial statements. The selected financial data should be read in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included in Item 1.

<TABLE>
<CAPTION>

                                                    Three months ended                      Nine months ended
                                              --------------------------------      --------------------------------
                                              September 30,      September 30,      September 30,     September 30,
                                                  2004               2003               2004               2003
                                              -------------      -------------      -------------      -------------

<S>                                             <C>              <C>                      <C>            <C>
Net assets in liquidation                     $  28,062,886      $  85,393,358      $  31,665,813      $ 194,833,341

Interest income on notes receivable                  88,954            345,056            307,653          3,077,529
Interest expense on notes payable                      --              (12,215)              --             (134,173)
Changes in fair value of other trust
assets and liabilities                              962,832          4,528,147          4,250,568         (1,696,315)
Changes in fair value of estimated costs
to complete liquidation                                --           (1,139,534)        (1,872,213)        (1,139,534)
Distributions to holders of Class 3A and
3B beneficial interests                             (10,486)       (38,024,079)        (5,247,635)      (143,850,115)
                                              -------------      -------------      -------------      -------------

Net assets in liquidation, September 30,
2004 and September 30, 2003, respectively     $  29,104,186      $  51,090,733      $  29,104,186      $  51,090,733
                                              =============      =============      =============      =============
</TABLE>


Certain statements under the headings  "Management's  Discussion and Analysis of
Financial Condition and Results of Operation," "Business," and elsewhere in this
report constitute  "forward-looking  statements" within the meaning of the rules
and regulations promulgated by the Securities and Exchange Commission.

This report contains a number of forward-looking  statements,  which reflect the
Trust's  current views with respect to future events and financial  performance.
Such   forward-looking   statements  are  based  on  management's   beliefs  and
assumptions  regarding  information  that is currently  available,  and are made
pursuant to the "safe harbor"  provisions of the federal  securities laws. These
forward-looking  statements are subject to certain risks and uncertainties.  The
Trust's  actual  performance  and results  could  differ  materially  from those
expressed in the forward-looking  statements due to risks and uncertainties that
could materially impact the Trust in an adverse fashion and are only predictions
of future results, and there can be no assurance that the Trust's actual results
will not  materially  differ  from those  anticipated  in these  forward-looking
statements.  In this report,  the words  "anticipates",  "believes",  "expects",
"intends",   "plans",   "may",   "future",   and  similar  expressions  identify
forward-looking statements. Readers are cautioned not to place undue reliance on
the forward-looking statements contained herein, which speak only as of the date
hereof.  The Trust has no  obligation  to  publicly  update or revise any of the
forward-looking  statements to reflect  events or  circumstances  that may arise
after the date hereof.


                                      -10-
<PAGE>



                 THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003


The  estimated  fair value of the  Trust's net assets in  liquidation  increased
approximately  $1 million  for the three  months  ended  September  30,  2004 as
compared to an  approximately  $34.3 million decrease for the three months ended
September  30, 2003.  Factors which  contributed  to the net increase of the net
asset value of the Trust's net assets for the three months ended  September  30,
2004 include (i) interest  income from notes  receivables  which  increased  net
assets by approximately  $89,000, (ii) an increase in the value of certain other
trust  assets which  increased  net assets by  approximately  $960,000 and (iii)
distributions to holders of Class 3A and 3B beneficial interests which decreased
net  assets by  approximately  $10,000.  Factors  which  contributed  to the net
decrease of the net asset  value of the Trust's net assets for the three  months
ended  September  30, 2003  include (i) interest  income from notes  receivables
which increased net assets by approximately  $345,000, (ii) interest expense for
notes  payable  which  decreased  net  assets by  approximately  $12,000,  (iii)
increase in value of certain other trust assets  including  litigation  proceeds
and related  settlement  liability which  increased net assets by  approximately
$4.5 million,  (iv) an increase in estimated costs to complete liquidation which
decreased net assets by  approximately  $1.1 million,  and (v)  distributions to
holders of Class 3A and 3B beneficial  interests  which  decreased net assets by
approximately $38 million.

Interest  income  from notes  receivable  decreased  in 2004 as compared to 2003
because of principal payments received and notes sold. Interest expense on notes
payable  decreased  from 2004 as compared  2003  because the notes were paid off
subsequent  to  September  30,  2003.  The  changes in fair value of other trust
assets in 2004 as  compared to 2003 were as a result of  variations  in the fair
market value of assets and certain  related  liabilities and sales or operations
of these assets.

In  the  three  months  ended   September  30,  2004,   the  Trust   distributed
approximately  $10,000 to holders of Class 3A or 3B  beneficial  interests.  The
Class 3A and 3B beneficial  interest were valued at approximately  $29.1 million
at September 30, 2004.

In  the  three  months  ended   September  30,  2003,   the  Trust   distributed
approximately  $38  million to holders of Class 3A or 3B  beneficial  interests.
This  distribution was made principally from collections on Trust Assets and the
distribution  of the Trust's share of litigation  proceeds.  The Class 3A and 3B
beneficial  interest were valued at  approximately  $51 million at September 30,
2003.

                 NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

The  estimated  fair value of the  Trust's net assets in  liquidation  decreased
approximately  $2.6  million for the nine  months  ended  September  30, 2004 as
compared to  approximately  $143.7  million  decrease  for the nine months ended
September  30, 2003.  Factors which  contributed  to the net decrease of the net
asset value of the Trust's net assets for the nine months  ended  September  30,
2004 include (i) interest  income from notes  receivables  which  increased  net
assets by approximately  $308,000, (ii) increase in value of certain other trust
assets  which  increased  net assets by  approximately  $4.3  million,  (iii) an
increase in estimated costs to complete  liquidation  which decreased net assets
by approximately $1.9 million, and (iv) distributions to holders of Class 3A and
3B  beneficial  interests  which  decreased  net  assets by  approximately  $5.2
million. Factors which contributed to the net decrease of the net asset value of
the Trust's net assets for the nine months ended  September 30, 2003 include (i)
interest   income  from  notes   receivable   which   increased  net  assets  by
approximately  $3.1  million,  (ii)  interest  expense for notes  payable  which
decreased  net assets by  approximately  $134,000,  (iii)  decrease  in value of
certain  other trust  assets which  decreased  net asset by  approximately  $1.7
million,  (iv) an increase in  estimated  costs to  complete  liquidation  which
decreased net assets by  approximately  $1.1 million,  and (v)  distributions to
holders of Class 3A and 3B beneficial  interests  which  decreased net assets by
approximately $143.9 million.

Interest  income  from notes  receivable  decreased  in 2004 as compared to 2003
because of principal payments received and notes sold. Interest expense on notes
payable  decreased  from 2004 as compared  2003  because the notes were paid off
subsequent  to  September  30,  2003.  The  changes in fair value of other trust
assets in 2004 as  compared to 2003 were as a result of  variations  in the fair
market value of assets and certain  related  liabilities and sales or operations
of these assets.

                                      -11-
<PAGE>

In the nine months ended September 30, 2004, the Trust distributed approximately
$5.2  million  to  holders  of  Class  3A  or  3B  beneficial  interests.   This
distribution was made principally from collections on Trust Assets. The Class 3A
and 3B  beneficial  interest  were  valued at  approximately  $29.1  million  at
September 30, 2004.

In the nine months ended September 30, 2003, the Trust distributed approximately
$143.9  million  to  holders  of  Class  3A or 3B  beneficial  interests.  These
distributions  were  made  principally  from  collections  on Trust  Assets  and
proceeds from litigation.  The Class 3A and 3B beneficial  interests were valued
at approximately $51 million at September 30, 2003.

Non-cash trust assets at September 30, 2004 and December 31, 2003 were comprised
of the following:

   NON-CASH ASSETS IN LIQUIDATION AT          September 30,   December 31,
          ESTIMATED FAIR VALUE                   2004             2003
                                              -----------     -----------

Receivables, net                              $ 3,849,448     $ 4,190,921
Other trust assets, net                        19,103,748      27,746,115
Fair value of expected cash
 flows from settlements                              --           420,750
                                              -----------     -----------
                                              $22,953,196     $32,357,786
                                              ===========     ===========


The fair  value of the  Trust  Assets  is  reassessed  at  least  quarterly  and
adjustments  to estimated  fair values are reflected in the period in which they
become known. For each asset, estimates of income, expenses and net cash flow on
a quarterly basis through the expected final disposition date are prepared.  The
individual  asset cash flow  estimates are developed  based upon factors,  which
include appraisals by independent  appraisers,  physical inspection of the asset
or the  collateral  underlying  the  related  loans,  local  market  conditions,
contractual  payments and discussions with the relevant  borrower.  At September
30, 2004 and December 31, 2003, the projected monthly cash flows were discounted
at various rates, as appropriate,  to reflect the Trust Assets at estimated fair
market value.

The Trust's  consolidated  financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
and in accordance with the liquidating basis of accounting.  During  preparation
of these  consolidated  financial  statements,  the  Trust is  required  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of  assets at
estimated fair value,  liquidation  liabilities,  resolution of disputed claims,
estimates  of  liquidating  costs to be  incurred,  resolution  of  current  and
potential  litigation and the fair value of and related disclosure of contingent
assets and liabilities. On an on-going basis the Trust evaluates and updates its
estimates and  assumptions.  The Trust bases its estimates  and  assumptions  on
historical  experience and on various other  assumptions that the Trust believes
are reasonable under the circumstances. The basis for making judgments about the
fair values of assets and liquidation  liabilities are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.

The Trust believes the following critical accounting policies affect the Trust's
more  significant  estimates  and  assumptions  used in the  preparation  of our
consolidated  financial statements,  which have been prepared in accordance with
the liquidation basis of accounting:

     o   Receivables are recorded at fair value, which represents our discounted
         expected future cash flows calculated  based on the following  factors:
         receivable  payment  history,  financial  performance  of  debtor,  and
         underlying collateral of the Trust.

     o   Other  assets  consist  of  real  estate  partnerships,   interests  in
         operating  companies  and other  assets and are recorded at fair value,
         which  represents  discounted  expected  future  cash  flows,  based on

                                      -12-
<PAGE>


         estimates  and  assumptions   regarding  timing  of  sales,  timing  of
         payments, projected cash flows and appropriate discount factors.

     o   Payables,  accrued  liabilities and notes payable are recorded based on
         expected cash outflows which require estimates and assumptions relating
         to the timing of the payments and discount factors.

     o   Estimated costs to complete  liquidation  and litigation  represent the
         estimated  costs of operating the Trust to its expected  termination on
         January 21,  2006,  discounted  using a 4.25%  present  value factor at
         September  30, 2004 and a 4.00%  present  value  factor at December 31,
         2003.

         o     The costs include personnel, facilities,  Liquidating Trustee and
               Liquidating  Trust  Board  compensation,  professional  fees  and
               litigation   costs,   and  are  estimated  based  on  assumptions
               regarding the number of employees,  use of outside professionals,
               and timing of cash flows.

Contingent Assets,  Litigation  Settlements and related liabilities are recorded
at the Trust's estimated future cash flows which require a significant amount of
estimates  and  assumptions.  In  January  2003,  the FASB  issued  FIN No.  46,
"Consolidation of Variable Interest Entities,  an Interpretation of ARB 51." FIN
No. 46 provides  guidance on the  identification of entities of which control is
achieved through means other than voting rights  (""variable  interest entities"
or  "VIEs")  and how to  determine  when and which  business  enterprise  should
consolidate  the VIE  (the  "primary  beneficiary").  In  addition,  FIN No.  46
requires  that both the primary  beneficiary  and all other  enterprises  with a
significant variable interest in a VIE make additional disclosures. Our adoption
of this  Interpretation  did not  have a  material  impact  on our  consolidated
financial statements or disclosures.

The following table sets forth, as of September 30, 2004, the aggregate  amounts
of our contractual  obligations and  commitments  with definitive  payment terms
that will require cash outlays in the future.
<TABLE>
<CAPTION>

                                Payments Due by Period
                Total         Less than 1 Year 2-3 Years     4-5 Years   After 5 Years
                -----           ----------      ---------    ---------   -------------
<S>                               <C>            <C>           <C>         <C>
Operating Leases                  $10,268        $12,535       $--         $--
                                  -------        -------       ---         ---
Total Contractual Commitments     $10,268        $12,535       $--         $--
                                  =======        =======       ===         ===

</TABLE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Trusts principal exposure to risk relates to interest rate risk, credit risk
and market  risk  associated  with the types of assets  being  sold.  An adverse
change in interest rates would not have a material adverse impact on the Trust's
operations or net assets.  Adverse changes in credit or market risk could have a
material adverse affect of the Trust's  operations and net assets. The Trust has
attempted  to minimize  this risk by  discounting  the Trust Assets based on the
asset's  exposure to credit or market  risk and  historical  experiences  of the
asset.

Item 4. Controls and Procedures.

Based on their  evaluation,  as of the end of the  period  covered  by this Form
10-Q, the Trust's  Liquidating Trustee (the Trust's principal executive officer)
and  Assistant  to the  Liquidating  Trustee (the  Trust's  principal  financial
officer) have concluded that they have reasonable assurance of the effectiveness
of the Trust's disclosure  controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934).

                                      -13-
<PAGE>

In connection with this evaluation, the Liquidating Trustee and the Assistant to
the Liquidating  Trustee identified no change in internal control over financial
reporting that occurred  during the Trust's  fiscal quarter ended  September 30,
2004, and that has materially  affected,  or is reasonably  likely to materially
affect, the Trust's internal control over financial reporting.



                                     PART II

Item 1. Legal Proceedings.

Chaparral Pines

In 2002 a complaint alleging four (4) separate causes of action was filed in the
Superior Court against BFA's former limited liability company member,  Chaparral
Pines,  LLC, in the development of the Chaparral  Pines property.  The Trust was
able to reach a settlement  agreement with Chaparral Pines LLC consisting of the
Trust  receiving  $300,000  in cash  and real  estate  valued  at  approximately
$420,000 net of selling costs. The settlement  agreement has been signed by both
parties and approved by the  Bankruptcy  Court.  The Trust has received the cash
and the real estate from the  settlement and has recorded this asset at its fair
value in the accompanying consolidated financial statements.


William Blair

In an effort to avoid repaying $4 million dollars in debt to the Trust,  William
Blair has  engaged in a number of legal  maneuvers.  In 2001,  the Trust filed a
Notice of  Trustee's  Sale on the  collateral  securing  repayment on one of the
Notes (the "DESERT  DIAMOND  NOTE").  The Trust  separately  filed a lawsuit and
obtained a judgment  against  Mr.  Blair  individually  as a co-maker  under the
Desert Diamond Note. That debt has been reduced to judgment in an amount of $1.4
million  dollars,  plus  interest at 19% until paid in full.  With regard to Mr.
Blair's  second  obligation  (the  "CAMPBELL  NOTE") the Superior  Court entered
judgment on March 19, 2003 against both Mr. Blair and his trust in the amount of
$1,418,329.82 with interest at the rate of 18% from August 13, 2001, until paid.
The  Trust  has  authorized  the  initiation  of a  new  lawsuit  to  recover  a
substantial  number of real property transfers made by Mr. Blair to mostly third
party related entities on the eve of the Superior Court judgments.  These claims
will be pursued under Arizona  state law theories of fraudulent  transfer.  With
regard to the remaining  action against Fidelity Title (the "TITLE COMPANY") the
Title  Company  hired by Mr. Blair to transfer  title to portions of the Trust's
collateral to third parties without lien releases,  the Bankruptcy Court granted
the Title Company's  Motion for  Reconsideration  and reversed its prior ruling.
The  effect  is that  the  Bankruptcy  Court  has  upheld  an  alleged  contract
modification  disallowed by a different judge in an earlier  litigation.  If the
Bankruptcy  Court's  ruling  stands as issued,  the Trust  would be  required to
release its liens on the remaining real property  collateral for a release price
of $12,500/lot (a total of $275,000 for the remaining  lots).  The Title Company
also has on file a Motion  for Award of Fees  seeking an award of fees and costs
incurred.  The  Bankruptcy  Court awarded the Title Company an amount of $44,000
for fees and costs.  The Trust has appealed both rulings made by the  Bankruptcy
Court  relating to the Title Company  matters and a stay has been issued pending
the resolution of the appeal. The Trust has included the estimated value of this
note  receivable  at the lot release price less awarded  attorney's  fees in the
note receivable portion of the accompanying  consolidated  financial statements.
Additionally  Mr. Blair has filed for personal  bankruptcy  protection,  and has
turned over certain assets to the Chapter 7 trustee for  liquidation.  The Trust
holds secured and unsecured  claims in the Blair  bankruptcy case and is working
on an  agreement  with the Chapter 7 trustee to maximize  recovery for the Trust
from the proceeds from the sale of certain  Blair assets.  The agreement has not
been finalized and recovery, if any, is unknown at this time. No amount has been
recorded in the accompanying  consolidated  financials  statements in regards to
being a creditor in the Blair bankruptcy filing.

The Trust holds a note  receivable  in an  outstanding  amount of  approximately
$1.75  million  dollars  from  W.H.H.C.  Through  this  note the Trust has begun
foreclosing  on  approximately  70 acres of real  property  located in  Maricopa

                                      -14-
<PAGE>

County, Arizona as a partial payment on the outstanding note. A lawsuit has been
filed in the  Superior  Court to foreclose on the mortgage and obtain a judgment
against the real property.  Two (2) of the  defendants  have made a claim in the
form of an  affirmative  defense,  that the  Trust has  filed a  wrongful  claim
against the real property.  Three (3) of the defendants  have now filed answers.
The remaining  four (4) defendants  claim no interest in the real property.  The
estimated  value of the 70 acres of real property has been included in the notes
receivable portion of the accompanying consolidated financial statements.

Glen Crotts

On November  12, 2003 the Trust filed an adversary  proceeding  against Glen and
Nannie Lou Crotts and the Glen E. Crotts  Revocable Trust  ("CROTTS").  Glen and
Nannie Lou Crotts are the parents of past BFA president  William Crotts and Glen
Crotts  served as president of BFA prior to William  Crotts.  The Crotts and the
Trust have reached a settlement  in which the Trust will pay the Crotts  $25,000
and the Crotts  will  disclaim  all  rights to any funds held by the Trust.  The
settlement  was approved by the Bankruptcy  Court and the settlement  amount was
paid by the Trust in August 2004.


Disputed Proofs of Claims

A number  of  creditors  filed  proofs  of  claims  in the  Debtors'  bankruptcy
proceedings. As of September 30, 2004 all of these claims have been resolved and
either paid in full (if any amount was due) or fully reserved for (if disputed).

                                        SIGNATURES


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

                                BFA LIQUIDATION TRUST

Date: November 12, 2004                By:      /s/ Clifton R. Jessup, Jr.
                                                --------------------------
                                       Name:    Clifton R. Jessup, Jr.,
                                       Title:   Liquidating Trustee

Date : November 12, 2004               By:       /s/ Mark A. Roberts
                                                --------------------------
                                       Name:    Mark A. Roberts
                                       Title:   Assistant to the
                                                Liquidating Trustee


                                      -15-