<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                                   (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, 2003

                                       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)

                  Texas                                    06-6414468
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

 1001 Fannin, Suite 1070, Houston, Texas                      77002
(Address of principal executive offices)                   (Zip Code)

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

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, 2003, 2,454,310
units of Class B Beneficial Interests and 725,729 units of Class C Beneficial
Interests were outstanding.






<PAGE>



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q may include "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. When used in this Form 10-Q,
words such as "will", "would", "should", "plans", "may", "anticipate",
"believe", "estimate", "expect", "intend", "predict", "project" and similar
expressions as they relate to the Trust or Trust management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of Trust management as well as information currently available to the
Trust and assumptions made by Trust management that are subject to changes 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. If one or more of these risks or
uncertainties materialize, or if any underlying assumption proves incorrect,
actual results may vary materially from those anticipated, expected or
projected. All subsequent written and oral forward-looking statements
attributable to the Trust or individuals acting on behalf of the Trust are
expressly qualified in their entirety by this paragraph. The Trust does not
undertake any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                                     JUNE 30,      DECEMBER 31,
                                                                       2003            2002
                                                                   ------------    ------------
                                                                    (Unaudited)
               Assets, at estimated fair value
<S>                                                                <C>             <C>
Cash and cash equivalents ......................................   $     32,756    $      4,226
Trust assets, net ..............................................         (1,531)         27,405
                                                                   ------------    ------------
       Total assets ............................................         31,225          31,631
                                                                   ------------    ------------
               Less liabilities at face or estimated amount
Payables and accrued liabilities ...............................            525           1,531
                                                                   ------------    ------------
       Total liabilities .......................................            525           1,531
                                                                   ------------    ------------
Commitments and contingencies ..................................             --              --
               Trust net asset value attributable to:
Class "B" Certificate, 2,454,310 units outstanding .............         30,700          30,100
Class "C" Certificate, 725,729 units outstanding ...............             --              --
                                                                   ------------    ------------
       Total net asset value ...................................   $     30,700    $     30,100
                                                                   ============    ============
</Table>

See accompanying notes to consolidated financial statements.


                                        2

<PAGE>



                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  AND CHANGES IN NET ASSET VALUE IN LIQUIDATION
                        (DOLLARS IN THOUSANDS)(UNAUDITED)

<Table>
<Caption>
                                                          THREE MONTHS                   SIX MONTHS
                                                         ENDED JUNE 30,                 ENDED JUNE 30,
                                                 ----------------------------    ----------------------------
                                                     2003            2002            2003            2002
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Changes in fair value of trust assets ........   $      2,974    $        336    $      1,295    $        784
Interest income on short-term investments ....              9              13              20              27
Administrative expense .......................           (383)           (349)           (715)           (811)
                                                 ------------    ------------    ------------    ------------
       Net income ............................          2,600              --             600              --
                                                 ------------    ------------    ------------    ------------
Net asset value, beginning of period .........         28,100          36,900          30,100          36,900
                                                 ------------    ------------    ------------    ------------
Net asset value, end of period ...............   $     30,700    $     36,900    $     30,700    $     36,900
                                                 ============    ============    ============    ============
</Table>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (DOLLARS IN THOUSANDS)(UNAUDITED)


<Table>
<Caption>
                                                                     SIX MONTHS ENDED JUNE 30,
                                                                   ----------------------------
                                                                       2003            2002
                                                                   ------------    ------------

<S>                                                                <C>             <C>
Cash flows from operating activities:
    Net income .................................................   $        600    $         --
    Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
       Changes in fair value of trust assets ...................         (1,295)           (784)
       Collections on Trust assets, net of advances ............         29,235             630
       Decrease in payables and accrued liabilities ............            (10)            (75)
                                                                   ------------    ------------
          Net cash provided by (used in) operating activities ..   $     28,530    $       (229)
                                                                   ------------    ------------
    Net increase(decrease) in cash and cash equivalents ........         28,530            (229)
    Cash and cash equivalents, beginning of period .............          4,226           3,265
                                                                   ------------    ------------
    Cash and cash equivalents, end of period ...................   $     32,756    $      3,036
                                                                   ============    ============
</Table>

See accompanying notes to consolidated financial statements.



                                        3

<PAGE>



                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 2003


(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, 2003, its changes in net asset value
         in liquidation for the three month and six month periods ended June 30,
         2003 and 2002 and cash flows for the six month periods ended June 30,
         2003 and 2002.

         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.

(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                    2003            2002
                                                          ------------    ------------
                                                          (Unaudited)
<S>                                                       <C>             <C>
Borrowers' obligation on outstanding balance of:
    Performing loans ..................................   $        375    $        438
    Nonperforming loans ...............................              4               6
Real estate and other assets ..........................            355          31,616
                                                          ------------    ------------
    Total .............................................            734          32,060
                                                          ------------    ------------
    Discount required to reflect trust assets at
         estimated fair value .........................         (2,265)         (4,655)
                                                          ------------    ------------
Trust assets, net .....................................   $     (1,531)   $     27,405
                                                          ============    ============
</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, 2003 and December 31, 2002, the
         projected monthly cash flows were discounted at 7% to reflect the Trust
         assets at estimated fair value. The Trust assets are highly
         concentrated in Texas.


                                        4

<PAGE>


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


         In the second quarter of 2003, the Trust sold its 67% partnership
         interest in First City Tower for approximately $29 million. At June
         30,2003, the discount required to reflect trust assets at estimated
         fair value included bonuses paid on July 14, 2003 related to a
         distribution to the Class B Certificate holders.

(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 $30 million
         after the July 14, 2003 distribution to Class B Certificate holders) 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. On July 14, 2003, $27.0
         million, or $11.00 per Certificate, was distributed to Class B
         Certificate holders and a $1.3 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 $12.13 per unit as of July 14, 2003).

         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. 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.



                                        5

<PAGE>


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


(D)      Commitments and Contingencies

         In July 2002, Gordonville Corporation, N.V., New Coronado Investment
         Corp., N.V. and Corona Investments, N.V., companies which claim to own
         approximately 46% of the 725,729 Class C Certificates (acquired in
         various tender offers at prices varying from approximately $1.00 to
         $1.50) filed a lawsuit against the Trustee and individual members of
         the Portfolio Committee of the Trust in the U.S. Bankruptcy Court for
         the Northern District of Texas, Dallas Division (Gordonville
         Corporation, et al. vs. State Street Bank and Trust Company et al.,
         Case No. 392-39474-HCA-11). The complaint alleges, among other things,
         that the Trustee and the individual members of the Portfolio Committee
         breached their fiduciary duties to the Class C Certificate holders in a
         manner which would prevent the Class C Certificate holders from
         realizing any value. The complaint seeks $14 million in actual damages,
         plus punitive damages and attorneys' fees. Management of the Trust and
         the members of the Portfolio Committee believe that the lawsuit is
         entirely without merit and intend to vigorously defend against the
         action. In November 2002 the Bankruptcy Court granted the Trust's
         motion to dismiss the lawsuit without prejudice. In February 2003 the
         lawsuit was re-filed in the District Court of Harris County, Texas.
         Trial is scheduled for January 2004 and discovery is proceeding.

         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.



                                        6

<PAGE>
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 2003 and 2002 are summarized below (dollars in thousands):

<Table>
<Caption>
                                                          SECOND                       SIX MONTHS
                                                          QUARTER                     ENDED JUNE 30,
                                                ----------------------------    ----------------------------
                                                    2003            2002            2003            2002
                                                ------------    ------------    ------------    ------------

<S>                                             <C>             <C>             <C>             <C>
Changes in fair value of trust assets .......   $      2,974    $        336    $      1,295    $        784
Interest income on short-term investments ...              9              13              20              27
Administrative expense ......................           (383)           (349)           (715)           (811)
                                                ------------    ------------    ------------    ------------
       Net income ...........................   $      2,600    $         --    $        600    $         --
                                                ============    ============    ============    ============
</Table>


               SECOND QUARTER 2003 COMPARED TO SECOND QUARTER 2002

         The estimated fair value of the Trust's assets increased $3.0 million
in the second quarter of 2003 as compared to $.3 million in the second quarter
of 2002. Factors which contributed to the enhancement of the net asset value of
the Trust's assets in the second quarter of 2003 and 2002 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 2003 as compared to the second quarter of 2002 because of lower money
market yields. Administrative expense totaled $.4 million in the second quarter
of 2003 as compared to $.3 million in 2002.

    SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

         The estimated fair value of the Trust's assets increased $1.3 million
in the first six months of 2003 as compared to $.8 million in the first six
months of 2002. Factors which contributed to the enhancement of the net asset
value of the Trust's assets in the first six months of 2003 and 2002 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 2003 as compared
to 2002 because of lower money market yields.

         Administrative expense totaled $.7 million in the first six months of
2003 as compared to $.8 million in the first six months of 2002. Professional
fees totaled $.2 million in 2003 as compared to $.3 million in 2002.

                                        7

<PAGE>



         Net collections on Trust assets in the first six months of 2003 totaled
$29.2 million (primarily the sale of the 67% partnership interest in First City
Tower) as compared to $.6 million in 2002. The Class B Beneficial Interests were
valued at $30.7 million at June 30, 2003. On July 14, 2003, $27.0 million, or
$11.00 per Certificate, was distributed to Class B Certificate holders and a
$1.3 million bonus was paid to certain former employees of the Debtor. After the
July 14, 2003 distribution, the remaining net asset value of the Trust as
reflected in the value of the Class B Certificates is estimated to be between
$1.25 and $2.00 per Certificate. The actual valuation will be determined by the
remaining asset liquidations and expenses of closing out the Trust, as well as
the outcome of certain litigation. From the inception of the Trust in 1995, the
net asset valuation has never shown any value to the Class C Certificates. With
the liquidation of the Trust assets nearly complete subsequent to the sale of
the largest remaining asset, management of the Trust believes that no value will
be apportioned to the Class C interests.

         Non-cash trust assets at June 30, 2003 and December 31, 2002 were
comprised of the following (dollars in thousands):

<Table>
<Caption>
                                                            June 30,      December 31,
Estimated Gross Cash Flow by Type of Asset                    2003            2002
                                                          ------------    ------------
<S>                                                       <C>             <C>
Borrowers' obligation on outstanding balance of:
    Performing loans ..................................   $        375    $        438
    Nonperforming loans ...............................              4               6
Real estate and other assets ..........................            355          31,616
                                                          ------------    ------------
    Total .............................................            734          32,060
                                                          ------------    ------------
    Discount required to reflect trust assets at
         estimated fair value .........................         (2,265)         (4,655)
                                                          ------------    ------------
Trust assets, net .....................................   $     (1,531)   $     27,405
                                                          ============    ============
</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, 2003 and December 31, 2002,
the projected monthly cash flows were discounted at 7% to reflect the Trust
assets at estimated fair value. The Trust assets are highly concentrated in
Texas.

         In the second quarter of 2003, the Trust sold its 67% partnership
interest in First City Tower for approximately $29 million. At June 30,2003, the
discount required to reflect trust assets at estimated fair value included
bonuses paid on July 14, 2003 related to a distribution to the Class B
Certificate holders.

Item 4. Controls and Procedures.

         As of June 30, 2003, management of the Trust performed an evaluation of
disclosure controls and procedures. Based on that evaluation, management of the
Trust concluded that the disclosure controls and procedures of the Trust were
effective. There have been no significant changes in the Trust's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of their evaluation.

                                        8

<PAGE>
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(5)      Order To Extend Term of FirstCity Liquidating Trust,
                        dated June 11, 2001.

            2.3(6)      Purchase and Sale Contract between Financial Center,
                        Inc., FCLT Tower, L.P., Parkway Properties FCT Limited
                        Partner LP and Parkway Properties FCT General Partner
                        dated April 30, 2003.

            2.4(6)      Notice of exercise of right of first refusal by UIDC
                        Management, Inc. and UIDC of Texas Co. dated May 28,
                        2003.

            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, State Street Bank and
                        Trust Company, now U.S. Bank National Association), 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.

            31.1        Rule 13a-14(a)/15d-14(a) Certification.

            31.2        Rule 13a-14(a)/15d-14(a) Certification.

            32.1        Principal Executive Officer Certification pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.

            32.2        Principal Financial Officer Certification pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.

------------
         (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.



                                        9

<PAGE>
         (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.

         (5) Filed as the exhibit indicated to the Form 10-Q for the quarter
         ended June 30, 2001 filed with the Securities and Exchange Commission
         and incorporated herein by reference.

         (6) Filed as Exhibits 2.1 and 2.2 to the Form 8-K filed with the
         Securities and Exchange Commission on July 14, 2003 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, 2003.


                                       10

<PAGE>





                                   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.


                                          U.S. Bank National Association,
                                          as Trustee



Date: August 11, 2003                     /s/ Cauna Silva
                                          ---------------------------------
                                          Name: Cauna Silva
                                               ----------------------------
                                          Title: Vice President
                                                ---------------------------




                                       11

<PAGE>
                                INDEX TO EXHIBITS


<Table>
<Caption>
           EXHIBIT
           NUMBER                     DESCRIPTION
           -------      -------------------------------------------------------

<S>                     <C>
            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(5)      Order To Extend Term of FirstCity Liquidating Trust,
                        dated June 11, 2001.

            2.3(6)      Purchase and Sale Contract between Financial Center,
                        Inc., FCLT Tower, L.P., Parkway Properties FCT Limited
                        Partner LP and Parkway Properties FCT General Partner
                        dated April 30, 2003.

            2.4(6)      Notice of exercise of right of first refusal by UIDC
                        Management, Inc. and UIDC of Texas Co. dated May 28,
                        2003.

            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, State Street Bank and
                        Trust Company, now U.S. Bank National Association), 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.

            31.1        Rule 13a-14(a)/15d-14(a) Certification.

            31.2        Rule 13a-14(a)/15d-14(a) Certification.

            32.1        Principal Executive Officer Certification pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.

            32.2        Principal Financial Officer Certification pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.
</Table>

------------
         (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.




<PAGE>
         (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.

         (5) Filed as the exhibit indicated to the Form 10-Q for the quarter
         ended June 30, 2001 filed with the Securities and Exchange Commission
         and incorporated herein by reference.

         (6) Filed as Exhibits 2.1 and 2.2 to the Form 8-K filed with the
         Securities and Exchange Commission on July 14, 2003 and incorporated
         herein by reference.