<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        
                                   FORM 10-Q/A
                         

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

              For the quarterly period ended September 30, 1995

                                     OR

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

             For the transition period from _________ to __________

                        Commission File Number 1-8941

                           FRUIT OF THE LOOM, INC.
            (Exact name of registrant as specified in its charter)


            DELAWARE                                   36-3361804 
  (State or other jurisdiction of                   (I.R.S. Employer 
  incorporation or organization)                   Identification No.)

                               5000 SEARS TOWER,
                            233 SOUTH WACKER DRIVE,
                            CHICAGO, ILLINOIS 60606
          (Address of principal executive offices, including Zip Code)

                                 (312) 876-1724
              (Registrant's telephone number, including area code)

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 _____

Common shares outstanding at October 31, 1995: 69,199,056 shares of Class A
Common Stock, $.01 par value and 6,690,976 shares of Class B Common Stock, $.01
par value.
<PAGE>   2
                  FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


                                     INDEX


<TABLE>
<CAPTION>
PART I.       FINANCIAL INFORMATION                                                PAGE NO.
<S>                                                                                <C>
              Item 1.         Financial Statements

                              Condensed Consolidated Balance Sheet; September
                                      30, 1995 (Unaudited) and December 31,
                                      1994                                            2

                              Condensed Consolidated Statement of Earnings
                                      (Unaudited); Three and Nine Months Ended
                                      September 30, 1995 and 1994                     3

                              Condensed Consolidated Statement of Cash Flows
                                      (Unaudited); Nine Months Ended September
                                      30, 1995 and 1994                               4

                              Notes to Condensed Consolidated Financial
                                      Statements (Unaudited)                          5

              Item 2.         Management's Discussion and Analysis of Financial
                                      Condition and Results of Operations             7


PART II.      OTHER INFORMATION


              Item 6.         Exhibits and Reports on Form 8-K                        12

</TABLE>


<PAGE>   3

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


                      CONDENSED CONSOLIDATED BALANCE SHEET
                           (In thousands of dollars)
<TABLE>
<CAPTION>
                                                                SEPTEMBER 30,             DECEMBER 31,
                                                                    1995                      1994      
                                                               ---------------          ----------------
                                                                 (UNAUDITED)
<S>                                                            <C>                      <C>
ASSETS
------
Current Assets
    Cash and cash equivalents (including
         restricted cash) . . . . . . . . . . . . . . . . .    $        14,400          $         49,400
    Notes and accounts receivable
         (less allowance for possible losses
         of $26,100 and $20,700, respectively)  . . . . . .            364,100                   295,600
    Inventories
         Finished goods . . . . . . . . . . . . . . . . . .            605,300                   496,200
         Work in process  . . . . . . . . . . . . . . . . .            177,100                   141,500
         Materials and supplies . . . . . . . . . . . . . .             54,100                    39,100
    Other     . . . . . . . . . . . . . . . . . . . . . . .             46,500                    54,800
                                                               ---------------          ----------------

             Total current assets . . . . . . . . . . . . .          1,261,500                 1,076,600
                                                               ---------------          ----------------

Property, Plant and Equipment . . . . . . . . . . . . . . .          1,613,200                 1,531,400
    Less accumulated depreciation   . . . . . . . . . . . .            561,000                   473,200
                                                               ---------------          ----------------

             Net property, plant and equipment  . . . . . .          1,052,200                 1,058,200
                                                               ---------------          ----------------

Other Assets
    Goodwill (less accumulated amortization
         of $270,700 and $242,400, respectively)  . . . . .            937,600                   965,800
    Other     . . . . . . . . . . . . . . . . . . . . . . .             65,700                    62,900
                                                               ---------------          ----------------

             Total other assets . . . . . . . . . . . . . .          1,003,300                 1,028,700
                                                               ---------------          ----------------

                                                               $     3,317,000          $      3,163,500
                                                               ===============          ================

LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
Current Liabilities
    Current maturities of long-term debt    . . . . . . . .    $        15,500          $         23,100
    Trade accounts payable  . . . . . . . . . . . . . . . .             50,800                   113,300
    Other accounts payable and accrued expenses   . . . . .            240,000                   195,400
                                                               ---------------          ----------------

             Total current liabilities  . . . . . . . . . .            306,300                   331,800
                                                               ---------------          ----------------

Noncurrent Liabilities
    Long-term debt  . . . . . . . . . . . . . . . . . . . .          1,498,900                 1,440,200
    Deferred income taxes   . . . . . . . . . . . . . . . .             56,700                    43,400
    Other noncurrent liabilities  . . . . . . . . . . . . .            243,700                   222,300
                                                               ---------------          ----------------

             Total noncurrent liabilities . . . . . . . . .          1,799,300                 1,705,900
                                                               ---------------          ----------------

Common Stockholders' Equity   . . . . . . . . . . . . . . .          1,211,400                 1,125,800
                                                               ---------------          ----------------
                                                               $     3,317,000          $      3,163,500
                                                               ===============          ================

</TABLE>




                            See accompanying notes.
                                       2
<PAGE>   4

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


            CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
                     (In thousands, except per share data)



<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED                    NINE MONTHS ENDED       
                                                           SEPTEMBER 30,                         SEPTEMBER 30,            
                                                 -------------------------------      --------------------------------
                                                      1995              1994               1995               1994     
                                                 -------------     -------------      ------------       -------------
<S>                                              <C>               <C>                <C>                <C>
                                              
Net sales     . . . . . . . . . . . . . . . .    $     641,300     $     640,400      $  1,894,300       $   1,713,800
Cost of sales . . . . . . . . . . . . . . . .          450,400           438,900         1,330,400           1,175,700
                                                 -------------     -------------      ------------       -------------
                                              
    Gross earnings  . . . . . . . . . . . . .          190,900           201,500           563,900             538,100
                                              
Selling, general and                          
  administrative expenses . . . . . . . . . .           99,500            93,900           291,400             255,600
Goodwill amortization . . . . . . . . . . . .            9,500             9,200            28,300              25,900
                                                 -------------     -------------      ------------       -------------
                                              
    Operating earnings  . . . . . . . . . . .           81,900            98,400           244,200             256,600
                                              
Interest expense  . . . . . . . . . . . . . .          (30,000)          (25,700)          (89,100)            (70,600)
Other (expense) income - net  . . . . . . . .           (2,600)              800            (2,200)              3,100
                                                 --------------    -------------      -------------      -------------
                                              
    Earnings before income tax expense  . . .           49,300            73,500           152,900             189,100
                                              
Income tax expense  . . . . . . . . . . . . .           24,800            33,300            72,200              85,100
                                                 -------------     -------------      ------------       -------------
                                              
    Net earnings  . . . . . . . . . . . . . .    $      24,500     $      40,200      $     80,700       $     104,000
                                                 =============     =============      ============       =============
                                              
Earnings per common share . . . . . . . . . .    $         .32     $         .53      $       1.06       $        1.37
                                                 =============     =============      ============       =============
                                              
    Average common shares outstanding   . . .           76,000            76,000            76,000              76,000
                                                 =============     =============      ============       =============
                                              
                                              
</TABLE>


                            See accompanying notes.
                                       3
<PAGE>   5

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                           (In thousands of dollars)

<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                                                                       SEPTEMBER 30,       
                                                                              -----------------------------
                                                                                  1995              1994   
                                                                              -----------        ----------
<S>                                                                           <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES

    Net earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    80,700        $  104,000
    Adjustments to reconcile to net cash
         (used for) provided by operating activities:
         Depreciation and amortization  . . . . . . . . . . . . . . . . .         127,400           111,400
         Deferred income taxes  . . . . . . . . . . . . . . . . . . . . .          13,300             4,000
         Increase in working capital  . . . . . . . . . . . . . . . . . .        (237,300)         (129,500)
         Other-net  . . . . . . . . . . . . . . . . . . . . . . . . . . .          (4,700)           23,700
                                                                              ------------       ----------

             Net cash (used for) provided by operating activities . . . .         (20,600)          113,600
                                                                              ------------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES

    Capital expenditures  . . . . . . . . . . . . . . . . . . . . . . . .         (88,300)         (182,500)
    Less amount attributable to capital leases  . . . . . . . . . . . . .              --            36,200
                                                                              -----------        ----------
         Capital expenditures . . . . . . . . . . . . . . . . . . . . . .         (88,300)         (146,300)
    Acquisition of Gitano   . . . . . . . . . . . . . . . . . . . . . . .              --           (90,800)
    Acquisition of Pro Player   . . . . . . . . . . . . . . . . . . . . .              --           (56,500)
    Acquisition of Artex  . . . . . . . . . . . . . . . . . . . . . . . .              --           (45,000)
    Other-net   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          25,600             1,700
                                                                              -----------        ----------

             Net cash used for investing activities . . . . . . . . . . .         (62,700)         (336,900)
                                                                              ------------       ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES

    Net proceeds from issuance of long-term debt  . . . . . . . . . . . .          64,700           198,400
    Principal payments on long-term debt
         and capital leases . . . . . . . . . . . . . . . . . . . . . . .         (16,800)          (30,500)
    Other-net   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             400               700
                                                                              -----------        ----------

             Net cash provided by financing activities  . . . . . . . . .          48,300           168,600
                                                                              -----------        ----------

    Net decrease in Cash and cash
         equivalents (including restricted cash)  . . . . . . . . . . . .         (35,000)          (54,700)
    Cash and cash equivalents (including restricted
         cash) at beginning of period . . . . . . . . . . . . . . . . . .          49,400            74,200
                                                                              -----------        ----------

    Cash and cash equivalents (including restricted
         cash) at end of period . . . . . . . . . . . . . . . . . . . . .     $    14,400        $   19,500
                                                                              ===========        ==========


</TABLE>



                            See accompanying notes.
                                       4
<PAGE>   6

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)




1.       No dividends were declared on the Company's common stock for the three
         and nine month periods ended September 30, 1995 and 1994.


2.       In December 1993, in connection with a transaction with Acme Boot
         Company, Inc. ("Acme Boot") through which the Company received
         approximately $72,900,000 in cash proceeds for its investment in Acme
         Boot, the Company guaranteed, on an unsecured basis, the repayment of
         debt incurred or created under Acme Boot's bank credit facility (the
         "Acme Boot Credit Facility").  The Acme Boot Credit Facility provides
         for up to $30,000,000 of loans and letters of credit and is secured by
         first liens on substantially all of the assets of Acme Boot and its
         subsidiaries.

         In April 1995, Acme Boot entered into an additional secured credit
         facility with its bank lender (the "New Acme Credit Agreement").  The
         New Acme Credit Agreement  provided for up to $40,000,000 in
         borrowings and initially expires in January 1996, with an extension to
         January 1997 at the option of Acme Boot. In April 1995, Acme Boot used
         approximately $25,400,000 under this facility to repurchase certain of
         its debt, preferred stock and common stock.  In November 1995, Acme
         Boot used approximately $11,300,000 under this facility to repurchase
         substantially all of the remaining portions of its publicly held debt,
         preferred stock and common stock issues.  The New Acme Credit
         Agreement is secured by a second lien on substantially all of the
         assets (which are approximately $82,800,000 at September 30, 1995) of
         Acme Boot and its subsidiaries.  In addition, the Company has
         guaranteed, on an unsecured basis, repayment of debt incurred or
         created under the New Acme Credit Agreement.  In exchange for the
         additional guarantee, the Company received $6,000,000 of initial
         liquidation preference of Acme Boot's Series C 10% Redeemable Junior
         Preferred Stock (the "Junior Preferred Stock").

         The Acme Boot Credit Facility and the New Acme Credit Agreement
         provide that no dividends may be paid in cash on the Junior Preferred
         Stock subject to certain tests.  The Junior Preferred Stock carries
         voting rights representing 5% of the total voting power of Acme Boot
         so long as any of Acme Boot's 12 1/2% Series B Prefered Stock (the
         "Acme 12 1/2% Preferred Stock") is outstanding.  The Acme 12 1/2%
         Preferred Stock currently carries voting rights representing in the
         aggregate 25% of the total voting power of Acme Boot.  If none of the
         Acme 12 1/2% Preferred Stock is outstanding; the Junior Preferred
         Stock will carry voting rights representing 25% of the total voting
         power of Acme Boot.





                                       5
<PAGE>   7

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
                                  (UNAUDITED)



3.       The condensed consolidated financial statements contained herein
         should be read in conjunction with the consolidated financial
         statements and related notes contained in the Company's Annual Report
         on Form 10-K for the year ended December 31, 1994.

         The information furnished herein reflects all adjustments (consisting
         only of normal recurring adjustments) which are, in the opinion of
         management, necessary to a fair statement of the results of the
         interim periods and is not necessarily indicative of results for the
         entire year.

         The Company uses the last-in, first-out ("LIFO") method of accounting
         for the majority of inventories for financial reporting purposes.
         Interim determinations of LIFO inventories are necessarily based on
         management's estimates of year-end inventory levels and costs.
         Subsequent changes in these estimates, including the final year-end
         LIFO determination, and the effect of such changes on earnings are
         recorded in the interim periods in which they occur.





                                       6
<PAGE>   8

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with the accompanying
condensed consolidated financial statements for the period ended September 30,
1995 and the Company's Annual Report on Form 10-K for the year ended December
31, 1994.

The table below sets forth selected operating data (in millions of dollars and
as percentages of net sales) of the Company.


<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                  SEPTEMBER 30,                          SEPTEMBER 30,    
                                        ---------------------------            -----------------------------
                                            1995              1994                 1995            1994     
                                        -------------    -------------         ------------     ------------
     <S>                                <C>              <C>                   <C>              <C>

     Net sales                            $ 641.3          $ 640.4                $ 1,894.3       $ 1,713.8

     Gross earnings                       $ 190.9          $ 201.5                $   563.9       $   538.1
     Gross margin                            29.8%            31.5%                    29.8%           31.4%

     Operating earnings                   $  81.9          $  98.4                $   244.2       $   256.6
     Operating margin                        12.8%            15.4%                    12.9%           15.0%
</TABLE>

NET SALES

Net sales increased .1% and 10.5%, respectively,  in the third quarter and
first nine months of 1995 compared to the same periods of 1994. The increase in
net sales in the third quarter was primarily due to price increases in all of
the Company's businesses. In addition, the inclusion of the results of Pro
Player Inc. ("Pro Player"), which was acquired in August 1994, and the
inclusion of the revenues of the  Company's jeans and sportswear subsidiary,
Gitano Fashions Limited ("Gitano"), the assets of which were acquired in late
March 1994, also contributed to the increase in net sales.  Gitano's revenues
now reflect Gitano's transition to a traditional wholesale operation from a
marketing service organization in late 1994.  These increases were offset by
lower unit volume of the Company's activewear and casualwear T-shirt and
casualwear fleece products as a result of the sluggish retail environment, warm
weather, a weak back-to-school selling season and competitive selling
pressures.  In addition, lower unit volume of certain of the Company's licensed
sports apparel businesses, which have been adversely affected by reduced
consumer demand caused by labor issues in certain of the professional sports
leagues, resulted in lower sales levels in the 1995 period.  The increased net
sales in the nine months ended September 30, 1995 were principally due to price
increases in all of the Company's businesses, the Gitano and Pro Player
acquisitions and volume increases in underwear and international operations.
These increases were partially offset by the aforementioned lower volume in
activewear and casualwear T-shirt, casualwear fleece and certain licensed
sports apparel products.





                                       7
<PAGE>   9

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)


GROSS EARNINGS

Gross earnings decreased 5.3% in the third quarter of 1995 compared to the same
period of 1994.  Gross earnings increased 4.8% in the first nine months of 1995
compared to the same period of 1994.  The gross margin was 29.8% in both the
third quarter and first nine months of 1995 compared to 31.5% and 31.4%,
respectively, in the same periods of 1994.  The decrease in gross earnings in
the third quarter comparison is due principally to the lower unit volume in
activewear and casualwear combined with the unfavorable effects of operating
certain facilities on reduced production schedules in response to lower than
expected consumer demand.  The increase in gross earnings in the nine month
comparison is primarily due to the effect of the price increases and sales
volume increases which more than offset the effects of cost increases and the
unfavorable effects of operating certain facilities on reduced production
schedules.

The gross margins for both comparisons have been negatively affected by higher
raw material costs, other general cost increases and the unfavorable effects of
operating certain facilities on reduced production schedules.  Higher sales of
closeouts and discontinued products, principally in the Company's casualwear
and licensed sports apparel businesses as a result of the Company's decision to
eliminate a number of product offerings in the fourth quarter of 1994, also had
a negative impact on gross margin.   In addition, a higher proportion of lower
margin Gitano and casualwear  products and an unfavorable product mix in
international operations contributed to the gross margin decline.  These
decreases were partially offset by price increases.

OPERATING EARNINGS

Operating earnings decreased 16.8% compared to the third quarter of 1994 while
the operating margin decreased 2.6 percentage points to 12.8% of net sales for
the quarter ended September 30, 1995.  For the first nine months of 1995,
operating earnings decreased 4.8% compared to the same period of 1994 while the
operating margin decreased 2.1 percentage points to 12.9% for the first nine
months of 1995.  The decrease in operating earnings in the third quarter
comparison resulted from lower gross earnings combined with higher selling,
general and administrative expenses.  The decrease in operating earnings for
the nine month comparison resulted from higher selling, general and
administrative expenses which more than offset increased gross earnings.
Higher selling, general and administrative costs in the nine month comparison
arose from the inclusion of the Gitano and Pro Player operations acquired at
various dates in 1994, and in the three month comparison, from the inclusion of
the Pro Player operations.  The Gitano and Pro Player operations include
proportionally  higher selling expenses as compared to the Company's consumer
packaged goods and activewear operations.  In addition, higher selling, general
and administrative expenses in both comparisons resulted from higher shipping
costs as a result of new distribution locations and, in the nine month
comparison, higher unit volume.  The increase in selling, general and
administrative expenses also includes higher advertising expenses,
non-recurring charges in the third quarter of 1995





                                       8
<PAGE>   10

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) 


OPERATING EARNINGS (CONCLUDED)

related to severance costs and, in the first six months of 1995, non-recurring
charges related to the curtailment of selling and marketing activities in
Mexico and the closing of Gitano's New York office and the consolidation of all
Gitano related management functions into the Company's existing operations.
These increases were partially offset in the first nine months of 1995 by lower
selling, general and administrative expenses as a result of reductions  in
royalty and other expenses due to the weakness in certain of the Company's
licensed sports apparel businesses. Selling, general and administrative
expenses were 15.5% and 15.4% of net sales in the third quarter and first nine
months of 1995, respectively, compared to 14.7% and 14.9% of net sales,
respectively, in the same periods of 1994.

INTEREST EXPENSE

Interest expense for the third quarter and first nine months of 1995 increased
16.7% and 26.2%, respectively, from the same periods of 1994.  The increase in
the third quarter was primarily due to higher interest rates.  The increase in
the nine months was primarily due to the effect of higher debt levels in 1995.
Higher debt levels in 1995 were due principally to the acquisition of Pro
Player in August 1994, higher working capital levels in 1995 and, in the first
three months of 1995, the effect of higher debt levels resulting from the
acquisition of Gitano in March 1994.

INCOME TAXES

The effective income tax rate for the third quarter and first nine months of
1995 and 1994 differed from the Federal statutory rate of 35% primarily due to
the impact of goodwill amortization, a portion of which is not deductible for
Federal income tax purposes, state income taxes, the provision for interest
related to prior years' taxes and, in the third quarter of 1995, the impact of
certain non-deductible foreign losses.

EARNINGS PER SHARE

Earnings per share were $.32 for the third quarter of 1995 compared to $.53 for
the prior year period, a 39.6% decrease.  For the nine months ended September
30, 1995, earnings per share decreased 22.6% to $1.06 from $1.37 for the same
period of 1994.

   

OTHER CONTINGENCIES

        A major customer of the Company which accounts for a substantial
majority of Gitano's sales notified the Company in June 1995 of its plan to move
toward private label jeans.  This customer is in the process of obtaining
vendors to source private label products.  Management has held several key
meetings with this customer to identify the customer's needs and see if they can
be met by the Company.  No conclusions have been reached and management believes
that both sides are attempting to find a way to provide the customer with an
improved price/value relationship while maintaining the viability of the Gitano
brand.  In order to achieve this, the Company is investigating the possibility
of investing additional capital funds to vertically integrate the production of
jeans and to internally produce (rather than externally source) jeans under the
Gitano brand name to reduce product costs.  In addition, the Company is
considering revamping the entire Gitano casualwear line by supplying a more
simplified line, discontinuing sourcing and utilizing vertical manufacturing to
reduce costs and to achieve better price points.  Management cannot at this time
determine to what extent, if any, this customer will ultimately reduce or
eliminate its purchases of Gitano branded products.  The loss or a significant
reduction of purchases by this customer could result in a decrease in net sales
and licensing revenue.  In addition, such action may cause the Company to
reassess the continuation of its Gitano business and to re-evaluate the carrying
value of the Gitano assets (including goodwill of $61,900,000).

        In the fourth quarter of 1993, the Company purchased Salem Sportswear
Corporation ("Salem"), a designer and marketer of sports apparel under licenses
granted by each of the major professional sports leagues in the United States
("U.S.").  Through this acquisition, the Company intended to combine its
manufacturing, distribution and marketing capabilities with Salem's screen
printing capabilities to become a leader in the licensed sports apparel
industry.  Consumer demand for sports related apparel, including demand for the
Company's Salem-branded products, has continued to decline as a result of the
Major League Baseball strike and the National Hockey League lockout in 1994 and
1995.  The Company is unable to determine at this time whether there will be a
permanent decline in the sports apparel business as a result of the Major
League Baseball strike and the National Hockey League lockout.  Increased
competition in the U.S. licensed sports apparel business, most notably by Nike,
Inc. (C) and Reebok (C), may result in a decrease in net sales and limit the
opportunities for expansion of the Salem brand.  The Company has conducted and
will continue to conduct research relating to the Salem business, including the
strength of the Salem brand.  In light of these circumstances, management is
continuing to evaluate the Salem-branded business and considering several
alternatives, some of which could result in a decrease in the net sales of
Salem-branded products.  This in turn may cause the Company to evaluate the
carrying value of the Salem assets, including the $96,900,000 of goodwill
related to the Salem brand name. 

    

EFFECTS OF INFLATION

Management believes that the moderate rate of inflation over the past few years
has not had a significant impact on the Company's sales or profitability.





                                       9
<PAGE>   11

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

Funds generated from the Company's operations are the major source of liquidity
and are supplemented by funds obtained from capital markets including bank
facilities.  In May 1995, the Company entered into a $155,000,000 short-term
revolving commitment (the "Short-Term Facility") to supplement its existing
revolving lines of credit.  The Short-Term Facility expires in May 1996 and no
borrowings are outstanding under this facility.  The Company has  available for
the funding of its operations a total of approximately $1,036,300,000 of
revolving lines of credit, including the Short-Term Facility.  As of October
27, 1995 approximately $355,100,000 was available and unused under these
facilities.

Net cash used for operating activities in the nine months ended September 30,
1995 was $20,600,000 while net cash provided by operating activities in 1994
was $113,600,000.  Cash used for operating activities in the first nine months
of 1995 and 1994 included increases in working capital of $237,300,000 and
$129,500,000, respectively.  The working capital increases in the first nine
months of 1995 and 1994 were caused by higher accounts receivable ($68,400,000
and $110,900,000, respectively) and higher inventories ($159,700,000  and
$91,900,000, respectively).  The increases in accounts receivable and inventory
in the first nine months of 1995 and 1994 reflect the seasonality of the
Company's business.  The increase in inventory in 1995 was also the result of
higher raw material costs and an increase in heavier weight apparel carried in
inventory.

Net cash used for investing activities in the nine months ended September 30,
1995 and 1994 was $62,700,000 and $336,900,000, respectively.  Capital
expenditures, net of amounts attributable to capital leases of $36,200,000 in
1994, were $88,300,000 and $146,300,000 in the first nine months of 1995 and
1994, respectively.  In the first nine months of 1994 the Company spent
approximately $192,300,000 on the acquisitions of Artex Manufacturing Co.,
Inc., Gitano and Pro Player, the funds for which were provided by borrowings
under the Company's bank facilities.  Capital spending, primarily to enhance
distribution and yarn manufacturing capabilities and to establish and support
offshore assembly operations, is anticipated to approximate $125,000,000 to
$140,000,000 in 1995.

Net cash provided by financing activities in the nine months ended September
30, 1995 and 1994 was $48,300,000 and $168,600,000, respectively, and consisted
principally of borrowings under the Company's bank facilities.

In September 1994 the Company entered into a six year operating lease
agreement, primarily for certain machinery and equipment.  The total cost of
the assets to be covered by the lease is limited to $200,000,000.  The total
cost of assets under lease as of September 30, 1995 was approximately
$102,100,000.  The lease provides for a substantial residual value guarantee by
the Company at the termination of the lease and includes purchase and renewal
options at fair market values.





                                       10
<PAGE>   12

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS - (CONCLUDED)


LIQUIDITY AND CAPITAL RESOURCES (CONCLUDED)

Management believes the funding available to the Company is sufficient to meet
anticipated requirements for capital expenditures, working capital and other
needs.

The Company anticipates taking a number of charges in the fourth quarter of
1995 with the goal of improving corporate profitability.  The charges will
include the costs associated with plant closings and related severance benefits
and other corporate issues.  The effect of these charges may result in a net
loss for the Company for the fourth quarter and the year.

The Company's debt instruments contain covenants restricting the Company's
ability to sell assets, incur debt, pay dividends and make investments and
requiring the Company to maintain certain financial ratios.  The effects of the
anticipated charges to be taken in the fourth quarter of 1995 may result in
violations of certain compliance provisions under certain of the Company's debt
instruments.  Amendments or waivers to the Company's debt instruments have been
obtained in the past. These amendments or waivers have generally been to permit
the Company to take actions that the Company and the lenders agreed were
appropriate or to modify certain covenants in the debt instruments.  If the
Company is unable to meet the requirements of its debt agreements, management
believes, but cannot assure, that the Company will be able to continue to
obtain amendments or waivers of this kind as necessary.





                                       11
<PAGE>   13

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES


                           PART II. OTHER INFORMATION


ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

   EXHIBITS


4(a)*            $800,000,000 Credit Agreement dated as of August 16, 1993, 
                 among the several banks and other financial institutions from 
                 time to time parties thereto (the "Lenders"), Bankers Trust 
                 Company, a New York banking corporation, as administrative 
                 agent for the Lenders thereunder, Chemical Bank, NationsBank, 
                 N.A. (Carolinas), The Bank of New York and the Bank of Nova 
                 Scotia, as co-agents (incorporated herein by reference to 
                 Exhibit 4.3 to the Company's Registration Statement on Form 
                 S-3, Reg. No. 33-50567 (the "1993 S-3").

4(b)*            Subsidiary Guarantee Agreement dated as of August 16, 1993 by 
                 each of the guarantors signatory thereto in favor of the 
                 beneficiaries referred to therein (incorporated herein by 
                 reference to Exhibit 4.4 to the 1993 S-3).

27               Financial Data Schedules




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

* Document is available at the Public Reference Section of the Securities and
Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 (Commission file No. 1-8941).

The Registrant has not listed nor filed as an Exhibit to this Quarterly Report
certain instruments with respect to long-term debt representing indebtedness of
the Registrant and its subsidiaries which do not exceed 10% of the total assets
of the Registrant and its subsidiaries on a consolidated basis.  Pursuant to
Item 601(b)(4)(iii) of Regulation S-K, the Registrant agrees to furnish such
instruments to the Securities and Exchange Commission upon request.

    REPORTS ON FORM 8-K
No report on Form 8-K was filed by the Registrant during the quarter ended
September 30, 1995.





                                       12
<PAGE>   14





                                   SIGNATURE

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.



                                              FRUIT OF THE LOOM, INC.   
                                         ------------------------------
                                                    (Registrant)





Date: November 13, 1995                         LARRY K. SWITZER
                                         ------------------------------
                                                Larry K. Switzer
                                            Executive Vice President
                                           and Chief Financial Officer
                                           (Principal Financial Officer
                                           and duly authorized to sign
                                             on behalf of Registrant)





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