<PAGE>
                                    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, 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)

                  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)

       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 September 30, 2001,
2,454,310 units of Class B Beneficial Interests and 725,729 units of Class C
Beneficial Interests were outstanding.



<PAGE>
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>
<CAPTION>
                                                                 SEPTEMBER 30,   DECEMBER 31,
                                                                     2001            2000
                                                                 -------------   ------------
                                                                  (Unaudited)
<S>                                                                <C>             <C>
              Assets, at estimated fair value
Cash and cash equivalents ......................................   $   2,850       $   3,556
Trust assets, net ..............................................      42,956          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             NINE MONTHS
                                                ENDED SEPTEMBER 30,     ENDED SEPTEMBER 30,
                                               ---------------------   ---------------------
                                                  2001        2000        2001        2000
                                               ---------   ---------   ---------   ---------
<S>                                            <C>         <C>         <C>         <C>
Changes in fair value of trust assets ......   $     289   $   1,290   $   1,714   $   4,441
Interest income on short-term investments ..          20          65          92         182
Administrative expense .....................        (309)       (658)     (1,252)     (1,904)
                                               ---------   ---------   ---------   ---------
       Net income ..........................          --         697         554       2,719
                                               ---------   ---------   ---------   ---------
Net asset value, beginning of period .......      44,200      49,757      46,100      52,400
Distributions on Class "B" Certificate .....          --      (2,454)     (2,454)     (7,376)
Eliminate liability for distributions on
  unsurrendered Class "B" Certificates .....          --          --          --         257
                                               ---------   ---------   ---------   ---------
Net asset value, end of period .............   $  44,200   $  48,000   $  44,200   $  48,000
                                               =========   =========   =========   =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       2
<PAGE>
                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (DOLLARS IN THOUSANDS)(UNAUDITED)

<TABLE>
<CAPTION>
                                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                                      -------------------------------
                                                                         2001                  2000
                                                                      ---------             ---------
<S>                                                                   <C>                   <C>
Cash flows from operating activities:
    Net income ...................................................    $     554             $   2,719
    Adjustments to reconcile net income to net cash provided
    by operating activities:
       Changes in fair value of trust assets .....................       (1,714)               (4,441)
       Collections on trust assets, net of advances ..............        3,214                 8,932
       Decrease in payables and accrued liabilities ..............         (306)                  (50)
                                                                      ---------             ---------
          Net cash provided by operating activities ..............        1,748                 7,160
                                                                      ---------             ---------


Cash flows from financing activities:
    Distributions on Class "B" Certificate .......................       (2,454)               (7,363)
                                                                      ---------             ---------
       Net cash used in financing activities .....................       (2,454)               (7,363)
                                                                      ---------             ---------
    Net decrease in cash and cash equivalents ....................    $    (706)            $    (203)
    Cash and cash equivalents, beginning of period ...............        3,556                 5,271
                                                                      ---------             ---------
    Cash and cash equivalents, end of period .....................    $   2,850             $   5,068
                                                                      =========             =========
</TABLE>


See accompanying notes to consolidated financial statements.

                                       3

<PAGE>
                  FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 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 September 30, 2001, its changes in net asset
         value in liquidation for the three month and nine month periods ended
         September 30, 2001 and 2000, and its cash flows for the nine months
         ended September 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.

         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.

(B)      Trust Assets

         Trust assets are comprised of the following (dollars in thousands):

<Table>
<Caption>
                                                          September 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 ...................................    $   2,318     $   2,718
    Nonperforming loans ................................           31            81
Real estate and other assets ...........................       45,845        47,142
                                                            ---------     ---------
    Total ..............................................       48,194        49,941
                                                            ---------     ---------

    Discount required to reflect trust assets at
         estimated fair value ..........................       (5,238)       (5,469)
                                                            ---------     ---------

Trust assets, net ......................................    $  42,956     $  44,472
                                                            =========     =========
</TABLE>


                                       4

<PAGE>
                  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 September 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 September 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.


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


         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. The earliest possible trial date is December
         2001 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 $51 million at
         September 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 nine 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 $20.73 per unit as of September 30,
         2001).


                                       6
<PAGE>
                  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>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

         The operations of the Trust for the third quarter and first nine months
of 2001 and 2000 are summarized below (dollars in thousands):

<TABLE>
<CAPTION>
                                                                            NINE MONTHS
                                                    THIRD QUARTER        ENDED SEPTEMBER 30,
                                                --------------------    --------------------
                                                  2001        2000        2001        2000
                                                --------    --------    --------    --------
<S>                                             <C>         <C>         <C>         <C>
Changes in fair value of trust assets ......    $    289    $  1,290    $  1,714    $  4,441
Interest income on short-term investments ..          20          65          92         182
Administrative expense .....................        (309)       (658)     (1,252)     (1,904)
                                                --------    --------    --------    --------
       Net income ..........................    $     --    $    697    $    554    $  2,719
                                                ========    ========    ========    ========
</TABLE>

                THIRD QUARTER 2001 COMPARED TO THIRD QUARTER 2000

         The estimated fair value of the Trust's assets increased $.3 million in
the third quarter of 2001 as compared to $1.3 million in the third quarter of
2000. Factors which contributed to the enhancement of the net asset value of the
Trust's assets in the third 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 third
quarter of 2001 as compared to the third quarter of 2000 because less excess
funds were available.

         Administrative expense totaled $.3 million in the third quarter of 2001
as compared to $.7 million in the third quarter of 2000. A $116,000 bonus, based
on distributions to Class B Certificate holders, was paid to certain former
employees of the Debtor in the third quarter of 2000 as compared to no bonus
paid to such employees in 2001. Professional fees were flat year to year.

                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2000

         The estimated fair value of the Trust's assets increased $1.7 million
in the first nine months of 2001 as compared to $4.4 million in the first nine
months of 2000. Factors which contributed to the enhancement of the net asset
value of the Trust's assets in the first nine 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>



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

         Administrative expense totaled $1.3 million in the first nine months of
2001 as compared to $1.9 million in the first nine 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 nine months of 2001 as
compared to a $.3 million bonus paid to such employees in 2000. Professional
fees totaled $.3 million in 2001 as compared to $.4 million in 2000.

         In the first nine 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 $3.2 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 September 30, 2001.

         Non-cash trust assets at September 30, 2001 and December 31, 2000 were
comprised of the following (dollars in thousands):

<TABLE>
<CAPTION>
                                                           September 30,      December 31,
      Estimated Gross Cash Flow by Type of Asset               2001              2000
      ------------------------------------------           -------------      ------------
<S>                                                         <C>                <C>
Borrowers' obligation on outstanding balance of:
   Performing loans ....................................    $   2,318          $   2,718
   Nonperforming loans .................................           31                 81
Real estate and other assets ...........................       45,845             47,142

   Total ...............................................       48,194             49,941
                                                            ---------          ---------
   Discount required to reflect trust assets at
        estimated fair value ...........................       (5,238)            (5,469)
                                                            ---------          ---------
Trust assets, net ......................................    $  42,956          $  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 September 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 September 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.


                                       9
<PAGE>
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 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. The earliest possible trial date is December 2001 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>
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.

         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.

         (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.

         (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
         September 30, 2001.

                                       11
<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.


                                    STATE STREET BANK AND TRUST COMPANY,
                                    as Trustee


Date: October 26, 2001              /s/ Cauna Silva
                                    --------------------------------------------
                                    Name: Cauna Silva
                                         ---------------------------------------
                                    Title: Assistant Vice President
                                          --------------------------------------