<PAGE>   1
                                    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 JUNE 30, 2001

                                       or

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

                         Commission File Number: 0-20677

                           FIRSTCITY LIQUIDATING TRUST
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                                                    <C>
                                 Texas                                                     06-6414468
                    (State or other jurisdiction of                                     (I.R.S. Employer
                    incorporation or organization)                                     Identification No.)

                1001 Fannin, Suite 505, Houston, Texas                                        77002
               (Address of principal executive offices)                                    (Zip Code)
</TABLE>

       Registrant's telephone number, including area code: (713) 651-7841

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of June 30, 2001, 2,454,310
units of Class B Beneficial Interests and 725,729 units of Class C Beneficial
Interests were outstanding.


<PAGE>   2

FORWARD LOOKING INFORMATION

This Form 10-Q includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The opinions, forecasts,
projections, guidance or other statements other than statements of historical
fact, are forward-looking statements. These statements are based upon
assumptions that are subject to change and other risks. Although the Trust
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Certain risks and uncertainties inherent in the Trust's business
are set forth in the filings of the Trust with the Securities and Exchange
Commission.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
                             (DOLLARS IN THOUSANDS)
<TABLE>
                                                                                JUNE 30,           DECEMBER 31,
                                                                                  2001                2000
                                                                              ----------           ------------
                       Assets, at estimated fair value                        (Unaudited)
<S>                                                                           <C>                  <C>
Cash and cash equivalents................................................     $      2,189         $      3,556
Trust assets, net........................................................           43,617               44,472
                                                                              ------------         ------------
       Total assets......................................................           45,806               48,028
                                                                              ------------         ------------
               Less liabilities at face or estimated amount
Payables and accrued liabilities.........................................            1,606                1,928
                                                                              ------------         ------------
       Total liabilities.................................................            1,606                1,928
                                                                              ------------         ------------
Commitments and contingencies............................................               --                   --
               Trust net asset value attributable to:
Class "B" Certificate, 2,454,310 units outstanding.......................           44,200               46,100
Class "C" Certificate, 725,729 units outstanding.........................               --                   --
                                                                              ------------         ------------
       Total net asset value.............................................     $     44,200         $     46,100
                                                                              ============         ============
</TABLE>

 CONSOLIDATED STATEMENTS OF INCOME AND CHANGES IN NET ASSET VALUE IN LIQUIDATION
                        (DOLLARS IN THOUSANDS)(UNAUDITED)
<TABLE>
<CAPTION>
                                                             THREE MONTHS                      SIX MONTHS
                                                             ENDED JUNE 30,                   ENDED JUNE 30,
                                                     ---------------------------      --------------------------
                                                          2001            2000            2001           2000
                                                     -------------   -----------      ------------   -----------
<S>                                                  <C>             <C>              <C>            <C>
Changes in fair value of trust assets............    $       499     $     1,436      $      1,425   $     3,151
Interest income on short-term investments........             23              72                72           117
Administrative expense...........................           (322)           (647)             (943)       (1,246)
                                                     -----------     -----------      ------------   -----------
       Net income................................            200             861               554         2,022
                                                     -----------     -----------      ------------   -----------
Net asset value, beginning of period.............         44,000          51,100            46,100        52,400
Distributions on Class "B" Certificate...........             --          (2,461)           (2,454)       (4,922)
Eliminate liability for distributions on
  unsurrendered Class "B" Certificates...........             --             257                --           257
                                                     -----------     -----------      ------------   -----------
Net asset value, end of period...................    $    44,200     $    49,757      $     44,200   $    49,757
                                                     ===========     ===========      ============   ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2
<PAGE>   3

                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (DOLLARS IN THOUSANDS)(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                  SIX MONTHS ENDED JUNE 30,
                                                                            -----------------------------------
                                                                                  2001                 2000
                                                                            ---------------        ------------
<S>                                                                         <C>                    <C>
Cash flows from operating activities:
    Net income...........................................................   $           554        $      2,022
    Adjustments to reconcile net income to net cash provided
    by operating activities:
       Changes in fair value of trust assets.............................            (1,425)             (3,151)
       Collections on trust assets, net of advances .....................             2,264               7,083
       Decrease in payables and accrued liabilities .....................              (306)               (142)
                                                                            --------------         ------------
          Net cash provided by operating activities......................             1,087               5,812
                                                                            ---------------        ------------

Cash flows from financing activities:
    Distributions on Class "B" Certificate...............................            (2,454)             (4,909)
                                                                            ---------------        ------------
       Net cash used in financing activities.............................           (2,454)              (4,909)
                                                                            --------------         ------------

    Net increase (decrease) in cash and cash equivalents.................   $       (1,367)        $        903
    Cash and cash equivalents, beginning of period.......................             3,556               5,271
                                                                            ---------------        ------------
    Cash and cash equivalents, end of period.............................   $         2,189        $      6,174
                                                                            ===============        ============
</TABLE>


See accompanying notes to consolidated financial statements.




                                       3
<PAGE>   4
                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 2001


(A)      Basis of Presentation

         The unaudited consolidated financial statements of FirstCity
         Liquidating Trust (the "Trust", formerly the "Debtor") reflect, in the
         opinion of management, all adjustments, consisting only of normal and
         recurring adjustments, necessary to present fairly the Trust's net
         assets in liquidation at June 30, 2001, and its changes in net asset
         value in liquidation and cash flows for the three month and six month
         periods ended June 30, 2001 and 2000.

         Management of the Trust 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. Actual results could differ
         from those estimates.

         By order of the U.S. Bankruptcy Court for the Northern District of
         Texas, Dallas Division, unsurrendered securities of the Debtor were
         required to be submitted for exchange into Class B Certificates or
         Class C Certificates by May 31, 2000. As of that date, securities
         representing 2,454,310 Class B Certificates and 725,729 Class C
         Certificates had been exchanged. Prior to May 31, 2000, Certificates
         outstanding were assumed equal to an exchange of all Debtor securities.
         Accordingly, in the second quarter of 2000, a liability for
         distributions on the unsurrendered Class B Certificates was reversed.
         Holders of the remaining unsurrendered securities of the Debtor will
         have no rights to receive any distributions on Trust securities.

         Certain amounts in the consolidated financial statements for prior
         periods have been reclassified to conform with current financial
         statement presentation.

(B)      Trust Assets

         Trust assets are comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
                                                                           June 30,            December 31,
         Estimated Gross Cash Flow by Type of Asset..                        2001                  2000
         ------------------------------------------                      -----------           ------------
                                                                         (Unaudited)
<S>                                                                      <C>                   <C>
         Borrowers' obligation on outstanding balance of:
             Performing loans ...........................                   $      2,351     $       2,718
             Nonperforming loans ........................                             79                81
         Real estate and other assets ...................                         46,531            47,142
                                                                           -------------     -------------
             Total ......................................                         48,961            49,941
                                                                           -------------     -------------

             Discount required to reflect trust assets at
                  estimated fair value ..................                         (5,344)           (5,469)
                                                                           -------------     -------------

         Trust assets, net...............................                  $      43,617     $      44,472
                                                                           =============     =============
</TABLE>




                                       4
<PAGE>   5


                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (continued)

         For each asset, estimates of income, expense and net cash flow on a
         monthly basis through the expected final disposition date are prepared
         by management of the Trust. The individual asset budget is developed
         based upon factors which include physical inspection of the asset or
         the collateral underlying the related loan, local market conditions,
         contractual payments or rents, and discussions with the relevant
         borrower. The Trust's management and the Portfolio Committee
         periodically reevaluate and revise projected monthly cash flows on an
         asset by asset basis. At June 30, 2001 and December 31, 2000, the
         projected monthly cash flows were discounted at 11% to reflect the
         Trust assets at estimated fair value. The Trust assets are highly
         concentrated in Texas.

         The June 30, 2001 consolidated statement of net assets in liquidation
         reflects a value of $45 million for a 67% interest in a partnership
         which owns the First City Tower, a Class A office building located in
         downtown Houston. UIDC Management, Inc. owns the remaining 33% of the
         partnership. The Trust publicly stated its intent to market its share
         of the partnership in the first quarter of 2000.

         The Trust received a letter dated February 18, 2000 from UIDC in which
         UIDC alleged that in 1997 it "exercised" its contractual right of first
         refusal to purchase the 67% partnership interest. This alleged exercise
         of the right of first refusal arose in connection with an unconsummated
         prior transaction which was itself the subject of previously settled
         litigation. The letter further states that UIDC "demands that the Trust
         tender its partnership interest". Adjusted for refinancing costs, the
         alleged right of first refusal would have been on a value of
         approximately $25 million for the partnership interest.

         The Trust filed a lawsuit on March 9, 2000 seeking a declaratory
         judgment that UIDC failed in May 1997 to properly exercise its right of
         first refusal under the Limited Partnership Agreement of FC Tower
         Property Partners, L.P. or, in the alternative, that UIDC waived and/or
         is estopped from asserting such right. Additionally, the Trust filed a
         motion for summary judgment. On February 27, 2001 a federal district
         judge in the U.S. District Court for the Southern District of Texas,
         Houston Division (the "Court") ruled that the Trust's motion for
         summary judgment be denied and that UIDC's motion for summary judgment
         be granted in part and denied in part. Specifically, the judge ruled
         that, as a matter of law, UIDC had properly exercised its right of
         first refusal to purchase the 67% interest in May of 1997. The judge
         further ruled that UIDC's summary judgment motion be denied as it
         pertains to questions of whether UIDC is prevented from enforcing that
         right because of alleged breaches of the resulting option agreement, or
         because UIDC is estopped from specific performance based upon its
         refusal to buy the interest when given the chance in October of 1997.


         Management of FirstCity Liquidating Trust strongly disagrees with this
         ruling. Issues remain to be tried concerning whether UIDC is
         nevertheless barred from enforcing its option to acquire the 67%
         partnership interest (a) because of alleged breaches of that agreement
         and (b) because UIDC declined to purchase the partnership interest when
         subsequently offered



                                       5
<PAGE>   6
                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (continued)


         in October of 1997 at a price even more favorable than that offered in
         May of 1997. Finally, even if the Trust was not successful on either of
         these trial points, there will remain equitable questions pertaining to
         the precise terms upon which UIDC's acquisition of the partnership
         interest may be ordered by the court, given all the pertinent
         circumstances. A trial date, at the earliest in November 2001, has been
         set and discovery is proceeding. No adjustment has been made to the
         value of the partnership interest because, in the opinion of Trust
         management, it is not probable that the resolution of the dispute with
         UIDC will have a material adverse impact on the consolidated financial
         position, results of operations or liquidity of the Trust.

         FirstCity Liquidating Trust cannot predict the outcome of any such
         legal matters; however, the current litigation makes it unlikely that
         any near-term deal to sell the interest can be accomplished.

(C)      Distribution Priorities

         The Trust is required to apply all proceeds from the liquidation and
         disposition of the Trust's assets first to payment of normal operating
         expenses. Second, Trust proceeds totaling $188 million were distributed
         to FirstCity Financial Corporation ("FirstCity") to retire the Class A
         Certificate in December 1997. The third order of distribution of Trust
         proceeds is payments pursuant to employment and bonus agreements with
         certain former employees of the Debtor. The bonus pool and executive
         long-term incentive plan provides for the payment of bonuses equal to
         4.76% of additional distributions to Class B Certificate holders and
         (if any) Class C Certificate holders.

         Fourth, Class B Certificate holders are entitled to distributions up to
         the Pour-Over Level. The Pour-Over Level (approximately $50 million at
         June 30, 2001) is the liquidation preference on July 3, 1995 of the
         Debtor's Series B and Series E preferred stock, less the nominal stated
         value of FirstCity special preferred stock and the book value of
         FirstCity common stock issued to the Series B and Series E holders,
         plus interest at an annual rate of 6.5% from July 3, 1995. The
         Pour-Over Level is reduced for distributions to Class B Certificate
         holders. In the first six months of 2001, $2.5 million, or $1.00 per
         Certificate, was distributed to Class B Certificate holders and a
         $112,000 bonus was paid to certain former employees of the Debtor. For
         the year ended December 31, 2000, $9.8 million, or $4.00 per
         Certificate, was distributed to Class B Certificate holders and a $.4
         million bonus was paid to certain former employees of the Debtor.

         Lastly, Class C Certificate holders receive distributions, if any,
         after any remaining payments to Class B Certificate holders up to the
         Pour-Over Level (approximately $20.40 per unit as of June 30, 2001).




                                       6
<PAGE>   7
                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (continued)


         The ultimate amounts to be distributed to the holders of the B and C
         Certificates will result from the cash flow actually realized from the
         liquidation of the non-cash Trust assets (principally the partnership
         interest discussed in Note B). The determination of the net asset value
         of the Trust in the accompanying consolidated statements of net assets
         in liquidation is based upon estimates of future cash flows. The actual
         cash flows and the timing of such cash flows may vary significantly
         from those estimates, thus affecting the final distributions to the
         Certificate holders.

(D)      Commitments and Contingencies

         The Trust is involved in various other legal proceedings in the
         ordinary course of business. In the opinion of management of the Trust,
         the resolution of such matters will not have a material adverse impact
         on the consolidated financial position, results of operations or
         liquidity of the Trust.

         In 1996 the FDIC closed the receiverships of the Debtor's banks and
         distributed the remaining surplus of those receiverships to the Trust.
         In accordance with a conveyance and indemnification agreement, the
         Trust is required, among other things, to provide indemnity to the FDIC
         against any known or unknown liabilities, obligations or actual
         expenses associated with the receiverships, in an aggregate amount up
         to $10 million until the termination of the Trust. Management of the
         Trust does not believe that, to the extent the Trust is obligated to
         pay certain claims or expenses associated with the past obligations of
         the Debtor's banks, such payments will have a material adverse impact
         on the consolidated financial position, results of operations or
         liquidity of the Trust.





                                       7
<PAGE>   8

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

         The operations of the Trust for the second quarter and first six months
of 2001 and 2000 are summarized below (dollars in thousands):
<TABLE>
<CAPTION>
                                                              SECOND                         SIX MONTHS
                                                              QUARTER                      ENDED JUNE 30,
                                                     ---------------------------      ------------------------
                                                         2001            2000            2001          2000
                                                     -----------     -----------      -----------    ---------
<S>                                                  <C>             <C>              <C>            <C>
Changes in fair value of trust assets............    $       499     $     1,436      $     1,425    $   3,151
Interest income on short-term investments........             23              72               72          117
Administrative expense...........................           (322)           (647)            (943)      (1,246)
                                                     -----------     -----------      -----------    ---------
       Net income................................    $       200     $       861      $       554    $   2,022
                                                     ===========     ===========      ===========    =========
</TABLE>

               SECOND QUARTER 2001 COMPARED TO SECOND QUARTER 2000

         The estimated fair value of the Trust's assets increased $.5 million in
the second quarter of 2001 as compared to $1.4 million in the second quarter of
2000. Factors which contributed to the enhancement of the net asset value of the
Trust's assets in the second quarter of 2001 and 2000 include (i) the
appreciation in value of certain assets attributable to a favorable interest
rate environment and the effect of such favorable interest rates on the
marketability of real estate and (ii) the increase in the estimated market value
of the Trust's assets that naturally occurs as the remaining life of the Trust
(and concomitantly the discount factor applied in calculating net asset value)
decreases.

         Interest income on short-term investments decreased in the second
quarter of 2001 as compared to the second quarter of 2000 because less excess
funds were available.

         Administrative expense totaled $.3 million in the second quarter of
2001 as compared to $.6 million in the second quarter of 2000. A $113,000 bonus,
based on distributions to Class B Certificate holders, was paid to certain
former employees of the Debtor in the second quarter of 2000 as compared to no
bonus paid to such employees in 2001. Professional fees totaled $.1 million in
2001 as compared to $.2 million in 2000.

    SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

         The estimated fair value of the Trust's assets increased $1.4 million
in the first six months of 2001 as compared to $3.2 million in the first six
months of 2000. Factors which contributed to the enhancement of the net asset
value of the Trust's assets in the first six months of 2001 and 2000 include (i)
the appreciation in value of certain assets attributable to a favorable interest
rate environment and the effect of such favorable interest rates on the
marketability of real estate and (ii) the increase in the estimated market value
of the Trust's assets that naturally occurs as the remaining life of the Trust
(and concomitantly the discount factor applied in calculating net asset value)
decreases.



                                       8
<PAGE>   9

         Interest income on short-term investments decreased in 2001 as compared
to 2000 because less excess funds were available.

         Administrative expense totaled $.9 million in the first six months of
2001 as compared to $1.2 million in the first six months of 2000. A $112,000
bonus, based on distributions to Class B Certificate holders, was paid to
certain former employees of the Debtor in the first six months of 2001 as
compared to a $.2 million bonus paid to such employees in 2000. Professional
fees totaled $.2 million in 2001 as compared to $.3 million in 2000.

         In the first six months of 2001, the Trust distributed $2.5 million, or
$1.00 per Certificate, to Class B Certificate holders. This distribution was
made possible principally by $2.3 million in net collections on Trust assets in
2001 and cash held at December 31, 2000. The Class B Beneficial Interests were
valued at $44.2 million at June 30, 2001.

         Non-cash trust assets at June 30, 2001 and December 31, 2000 were
comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
                                                                            June 30,      December 31,
      Estimated Gross Cash Flow by Type of Asset                               2001           2000
      ------------------------------------------                          -----------    -------------
<S>                                                                        <C>            <C>
      Borrowers' obligation on outstanding balance of:
         Performing loans ...........................                     $     2,351            2,718
         Nonperforming loans ........................                              79               81
      Real estate and other assets ..................                          46,531           47,142
                                                                          -----------     ------------
         Total ......................................                          48,961           49,941
                                                                          -----------     ------------
         Discount required to reflect trust assets at
              estimated fair value ..................                          (5,344)          (5,469)
                                                                          -----------     ------------
      Trust assets, net .............................                     $    43,617     $     44,472
                                                                          ===========     ============
</TABLE>


         For each asset, estimates of income, expense and net cash flow on a
monthly basis through the expected final disposition date are prepared by
management of the Trust. The individual asset budget is developed based upon
factors which include physical inspection of the asset or the collateral
underlying the related loan, local market conditions, contractual payments or
rents, and discussions with the relevant borrower. The Trust's management and
the Portfolio Committee periodically reevaluate and revise projected monthly
cash flows on an asset by asset basis. At June 30, 2001 and December 31, 2000,
the projected monthly cash flows were discounted at 11% to reflect the Trust
assets at estimated fair value. The Trust assets are highly concentrated in
Texas.

         The June 30, 2001 consolidated statement of net assets in liquidation
reflects a value of $45 million for a 67% interest in a partnership which owns
the First City Tower, a Class A office building located in downtown Houston.
UIDC Management, Inc. owns the remaining 33% of the partnership. The Trust
publicly stated its intent to market its share of the partnership in the first
quarter of 2000.

         The Trust received a letter dated February 18, 2000 from UIDC in which
UIDC alleged that in 1997 it "exercised" its contractual right of first refusal
to purchase the 67% partnership interest. This alleged exercise of the right of
first refusal arose in connection with an unconsummated prior transaction which
was itself the subject of previously settled litigation. The letter further
states that



                                       9
<PAGE>   10

UIDC "demands that the Trust tender its partnership interest". Adjusted for
refinancing costs, the alleged right of first refusal would have been on a value
of approximately $25 million for the partnership interest.

         The Trust filed a lawsuit on March 9, 2000 seeking a declaratory
judgment that UIDC failed in May 1997 to properly exercise its right of first
refusal under the Limited Partnership Agreement of FC Tower Property Partners,
L.P. or, in the alternative, that UIDC waived and/or is estopped from asserting
such right. Additionally, the Trust filed a motion for summary judgment. On
February 27, 2001 a federal district judge in the U.S. District Court for the
Southern District of Texas, Houston Division (the "Court") ruled that the
Trust's motion for summary judgment be denied and that UIDC's motion for summary
judgment be granted in part and denied in part. Specifically, the judge ruled
that, as a matter of law, UIDC had properly exercised its right of first refusal
to purchase the 67% interest in May of 1997. The judge further ruled that UIDC's
summary judgment motion be denied as it pertains to questions of whether UIDC is
prevented from enforcing that right because of alleged breaches of the resulting
option agreement, or because UIDC is estopped from specific performance based
upon its refusal to buy the interest when given the chance in October of 1997.

         Management of FirstCity Liquidating Trust strongly disagrees with this
ruling. Issues remain to be tried concerning whether UIDC is nevertheless barred
from enforcing its option to acquire the 67% partnership interest (a) because of
alleged breaches of that agreement and (b) because UIDC declined to purchase the
partnership interest when subsequently offered in October of 1997 at a price
even more favorable than that offered in May of 1997. Finally, even if the Trust
was not successful on either of these trial points, there will remain equitable
questions pertaining to the precise terms upon which UIDC's acquisition of the
partnership interest may be ordered by the court, given all the pertinent
circumstances. A trial date, at the earliest in November 2001, has been set and
discovery is proceeding. No adjustment has been made to the value of the
partnership interest because, in the opinion of Trust management, it is not
probable that the resolution of the dispute with UIDC will have a material
adverse impact on the consolidated financial position, results of operations or
liquidity of the Trust.

         FirstCity Liquidating Trust cannot predict the outcome of any such
legal matters; however, the current litigation makes it unlikely that any
near-term deal to sell the interest can be accomplished.

         In June 2001 the Bankruptcy Court extended the life of the Trust from
January 3, 2002 to January 3, 2004. The extension allows the Trust more time to
settle ongoing litigation and indemnity issues as well as bring additional value
to certain assets as a result of holding such assets for a longer period of
time.




                                       10
<PAGE>   11

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

         (a) Exhibits

         Exhibit
           No.                      Description
         -----   ---------------------------------------------------------------

         2.1(1)   Joint Plan of Reorganization for First City Bancorporation of
                  Texas, Inc., as modified, under Chapter 11 of the United
                  States Bankruptcy Code, as confirmed by the U.S. Bankruptcy
                  Court for the Northern District of Texas, Dallas Division, on
                  May 31, 1995.

         2.2      Order To Extend Term of FirstCity Liquidating Trust, dated
                  June 11, 2001.

         3.1(1)   The Liquidating Trust Agreement, dated as of July 3, 1995, by
                  and between First City Bancorporation of Texas, Inc. and
                  Shawmut Bank Connecticut, National Association (subsequently
                  Fleet National Bank, now State Street Bank and Trust Company),
                  as Trustee.

         10.1(3)  Employment Agreement, effective as of July 3, 1995, by and
                  between FCLT Loans Asset Corp. and Robert W. Brown, as amended
                  May 1, 1996.

         10.2(2)  Settlement Agreement, dated as of June 22, 1994, as amended as
                  of January 30, 1995, by and among FDIC-Corporate, the
                  FDIC-Receivers and the First City Parties.

         10.3(3)  Conveyance and Indemnification Agreement, dated December 23,
                  1996, between FDIC-Corporate, the FDIC-Receivers, FCLT Loans,
                  L.P. and the Trust.

         10.4(4)  Extension of Conveyance and Indemnification Agreement, dated
                  in April 1999, between FDIC-Corporate, the FDIC-Receivers,
                  FCLT Loans, L.P. and the Trust.


----------------------------

         (1) Filed as the exhibit indicated to the Registration Statement on
         Form 10 filed with the Securities and Exchange Commission on May 1,
         1996 and incorporated herein by reference.

         (2) Filed as the exhibit indicated to the Registration Statement on
         Form 10/A filed with the Securities and Exchange Commission on July 10,
         1996 and incorporated herein by reference.

         (3) Filed as the exhibit indicated to the Form 10-K for the fiscal year
         ended December 31, 1996 filed with the Securities and Exchange
         Commission and incorporated herein by reference.

         (4) Filed as the exhibit indicated to the Form 10-Q for the quarter
         ended March 31, 1999 filed with the Securities and Exchange Commission
         and incorporated herein by reference.



         (b) Reports on Form 8-K. No report on Form 8-K was filed by the
         Registrant with the Commission during the quarterly period ended June
         30, 2001.




                                       11
<PAGE>   12
                                   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.


                                            STATE STREET BANK AND TRUST COMPANY,
                                            as Trustee



Date: July 27, 2001                         /s/ Cauna Silva
                                            ------------------------------------
                                            Name: Cauna Silva
                                                 -------------------------------
                                            Title: Assistant Vice President
                                                  ------------------------------



<PAGE>   13
                                 EXHIBIT INDEX

Exhibit
  No.                             Description
-------   ----------------------------------------------------------------
 2.1(1)   Joint Plan of Reorganization for First City Bancorporation of
          Texas, Inc., as modified, under Chapter 11 of the United
          States Bankruptcy Code, as confirmed by the U.S. Bankruptcy
          Court for the Northern District of Texas, Dallas Division, on
          May 31, 1995.

 2.2      Order To Extend Term of FirstCity Liquidating Trust, dated
          June 11, 2001.

 3.1(1)   The Liquidating Trust Agreement, dated as of July 3, 1995, by
          and between First City Bancorporation of Texas, Inc. and
          Shawmut Bank Connecticut, National Association (subsequently
          Fleet National Bank, now State Street Bank and Trust Company),
          as Trustee.

 10.1(3)  Employment Agreement, effective as of July 3, 1995, by and
          between FCLT Loans Asset Corp. and Robert W. Brown, as amended
          May 1, 1996.

 10.2(2)  Settlement Agreement, dated as of June 22, 1994, as amended as
          of January 30, 1995, by and among FDIC-Corporate, the
          FDIC-Receivers and the First City Parties.

 10.3(3)  Conveyance and Indemnification Agreement, dated December 23,
          1996, between FDIC-Corporate, the FDIC-Receivers, FCLT Loans,
          L.P. and the Trust.

 10.4(4)  Extension of Conveyance and Indemnification Agreement, dated
          in April 1999, between FDIC-Corporate, the FDIC-Receivers,
          FCLT Loans, L.P. and the Trust.

----------------------------

(1) Filed as the exhibit indicated to the Registration Statement on Form 10
filed with the Securities and Exchange Commission on May 1, 1996 and
incorporated herein by reference.

(2) Filed as the exhibit indicated to the Registration Statement on Form 10/A
filed with the Securities and Exchange Commission on July 10, 1996 and
incorporated herein by reference.

(3) Filed as the exhibit indicated to the Form 10-K for the fiscal year ended
December 31, 1996 filed with the Securities and Exchange Commission and
incorporated herein by reference.

(4) Filed as the exhibit indicated to the Form 10-Q for the quarter ended March
31, 1999 filed with the Securities and Exchange Commission and incorporated
herein by reference.