<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 June 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 July 31, 1995: 69,190,956 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>             <C>                                                                                            <C>

              Item 1.         Financial Statements

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

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

                              Condensed Consolidated Statement of Cash Flows (Unaudited); Six Months Ended June 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 4.         Submission of Matters to a Vote of Security Holders                                              11

              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>
                                                                                      JUNE 30,                DECEMBER 31,
                                                                                        1995                      1994      
                                                                                   ---------------          ----------------
                                                                                   (UNAUDITED)
<S>                                                                                <C>                     <C>
ASSETS
------
Current Assets
    Cash and cash equivalents (including
         restricted cash) . . . . . . . . . . . . . . . . . . . . . . . . . . .    $       19,800          $        49,400
    Notes and accounts receivable
         (less allowance for possible losses
         of $25,500 and $20,700, respectively)  . . . . . . . . . . . . . . . .           454,500                  295,600
    Inventories
         Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . .           620,200                  496,200
         Work in process  . . . . . . . . . . . . . . . . . . . . . . . . . . .           163,200                  141,500
         Materials and supplies . . . . . . . . . . . . . . . . . . . . . . . .            47,700                   39,100
    Other     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            48,300                   54,800
                                                                                   --------------          ---------------

             Total current assets . . . . . . . . . . . . . . . . . . . . . . .         1,353,700                1,076,600
                                                                                   --------------          ---------------

Property, Plant and Equipment . . . . . . . . . . . . . . . . . . . . . . . . .         1,601,900                1,531,400
    Less accumulated depreciation   . . . . . . . . . . . . . . . . . . . . . .           531,200                  473,200
                                                                                   --------------          ---------------

             Net property, plant and equipment  . . . . . . . . . . . . . . . .         1,070,700                1,058,200
                                                                                   --------------          ---------------

Other Assets
    Goodwill (less accumulated amortization
         of $261,200 and $242,400, respectively)  . . . . . . . . . . . . . . .           947,100                  965,800
    Other     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            68,500                   62,900
                                                                                   --------------          ---------------

             Total other assets . . . . . . . . . . . . . . . . . . . . . . . .         1,015,600                1,028,700
                                                                                   --------------          ---------------

                                                                                   $    3,440,000          $     3,163,500
                                                                                   ==============          ===============

LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
Current Liabilities
    Current maturities of long-term debt    . . . . . . . . . . . . . . . . . .    $       17,900          $        23,100
    Trade accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . . .            68,100                  113,300
    Other accounts payable and accrued expenses   . . . . . . . . . . . . . . .           248,700                  195,400
                                                                                   --------------          ---------------

             Total current liabilities  . . . . . . . . . . . . . . . . . . . .           334,700                  331,800
                                                                                   --------------          ---------------

Noncurrent Liabilities
    Long-term debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,640,600                1,440,200
    Deferred income taxes   . . . . . . . . . . . . . . . . . . . . . . . . . .            52,700                   43,400
    Other noncurrent liabilities  . . . . . . . . . . . . . . . . . . . . . . .           222,500                  222,300
                                                                                   --------------          ---------------

             Total noncurrent liabilities . . . . . . . . . . . . . . . . . . .         1,915,800                1,705,900
                                                                                   --------------          ---------------

Common Stockholders' Equity   . . . . . . . . . . . . . . . . . . . . . . . . .         1,189,500                1,125,800
                                                                                   --------------          ---------------
                                                                                   $    3,440,000          $     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                     SIX MONTHS ENDED       
                                                                     JUNE 30,                                JUNE 30,
                                                         -------------------------------      -------------------------------
                                                             1995              1994               1995               1994     
                                                         -------------     -------------      ------------       -------------
<S>                                                      <C>               <C>                <C>                <C>

Net sales     . . . . . . . . . . . . . . . . . . .      $     724,800     $     635,200      $  1,253,000       $   1,073,400
Cost of sales . . . . . . . . . . . . . . . . . . .            513,800           444,400           880,000             736,800
                                                         -------------     -------------      ------------       -------------

    Gross earnings  . . . . . . . . . . . . . . . .            211,000           190,800           373,000             336,600

Selling, general and
  administrative expenses . . . . . . . . . . . . .             99,000            90,300           191,900             161,700
Goodwill amortization . . . . . . . . . . . . . . .              9,400             9,000            18,800              16,700
                                                         -------------     -------------      ------------       -------------

    Operating earnings  . . . . . . . . . . . . . .            102,600            91,500           162,300             158,200

Interest expense  . . . . . . . . . . . . . . . . .            (30,700)          (23,800)          (59,100)            (44,900)
Other income - net  . . . . . . . . . . . . . . . .              2,200             4,500               400               2,300
                                                         -------------     -------------      ------------       -------------

    Earnings before income tax expense  . . . . . .             74,100            72,200           103,600             115,600

Income tax expense  . . . . . . . . . . . . . . . .             34,400            33,500            47,400              51,800
                                                         -------------     -------------      ------------       -------------

    Net earnings  . . . . . . . . . . . . . . . . .      $      39,700     $      38,700      $     56,200       $      63,800
                                                         =============     =============      ============       =============

Earnings per common share . . . . . . . . . . . . .      $         .52     $         .51      $        .74       $         .84
                                                         =============     =============      ============       =============

    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>
                                                                                     SIX MONTHS ENDED
                                                                                         JUNE 30,          
                                                                              -----------------------------
                                                                                  1995              1994   
                                                                              -----------        ----------
<S>                                                                           <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES

    Net earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    56,200        $   63,800
    Adjustments to reconcile to net cash
         used for operating activities:
         Depreciation and amortization  . . . . . . . . . . . . . . . . .          82,900            72,000
         Deferred income taxes  . . . . . . . . . . . . . . . . . . . . .           9,300             1,300
         Increase in working capital  . . . . . . . . . . . . . . . . . .        (300,400)         (149,400)
         Other-net  . . . . . . . . . . . . . . . . . . . . . . . . . . .          (7,000)            8,000
                                                                              -----------        ----------

             Net cash used for operating activities . . . . . . . . . . .        (159,000)           (4,300)
                                                                              -----------        ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES

    Capital expenditures  . . . . . . . . . . . . . . . . . . . . . . . .         (65,800)          (99,100)
    Acquisition of Gitano   . . . . . . . . . . . . . . . . . . . . . . .              --           (98,100)
    Acquisition of Artex  . . . . . . . . . . . . . . . . . . . . . . . .              --           (44,600)
    Other-net   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           5,300           (23,200)
                                                                              -----------        ---------- 

             Net cash used for investing activities . . . . . . . . . . .         (60,500)         (265,000)
                                                                              -----------        ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES

    Net proceeds from issuance of long-term debt  . . . . . . . . . . . .         203,400           223,700
    Principal payments on long-term debt
         and capital leases . . . . . . . . . . . . . . . . . . . . . . .         (13,800)          (24,500)
    Other     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             300               200
                                                                              -----------        ----------

             Net cash provided by financing activities  . . . . . . . . .         189,900           199,400
                                                                              -----------        ----------

    Net decrease in Cash and cash
         equivalents (including restricted cash)  . . . . . . . . . . . .         (29,600)          (69,900)
    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 . . . . . . . . . . . . . . . . . . . . .     $    19,800        $    4,300
                                                                              ===========        ==========

</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 six month periods ended June 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 subject to a
         borrowing base and is secured by first liens on substantially all
         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  provides 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.  Additional borrowings
         under the New Acme Credit Agreement may only be used to repurchase
         certain of the debt, preferred stock and common stock issues of Acme
         Boot.  The New Acme Credit Agreement is secured by a second lien on
         substantially all of the assets (which are approximately $77,000,000
         at June 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 in the aggregate 5% of the total voting
         power of Acme Boot so long as any of Acme Boot's 12 1/2% Series B
         Preferred 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 June 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                      SIX MONTHS ENDED
                                                   JUNE 30,                               JUNE 30,          
                                        ------------------------------         -----------------------------
                                            1995              1994                 1995            1994     
                                        -------------    -------------         ------------     ------------
     <S>                                <C>              <C>                   <C>              <C>

     Net sales                          $     724.8      $     635.2           $  1,253.0       $  1,073.4

     Gross earnings                     $     211.0      $     190.8           $    373.0       $    336.6
     Gross margin                              29.1%            30.0%                29.8%            31.4%

     Operating earnings                 $     102.6      $      91.5           $    162.3       $    158.2
     Operating margin                          14.2%            14.4%                13.0%            14.7%
</TABLE>

NET SALES

Net sales increased 14.1% and 16.7%, respectively,  in the second quarter and
first six months of 1995 compared to the same periods of 1994.  The increase in
net sales in the second quarter was primarily due to volume increases in
consumer packaged goods reflecting improved demand, combined with the inclusion
of the results of Pro Player Inc. ("Pro Player"), which was acquired in August
1994.  Price increases in all of the Company's businesses also contributed to
the sales increase.  In addition, 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, now reflect Gitano's
transition to a traditional wholesale operation from a marketing service
organization in late 1994.  These increases were partially offset by lower unit
volume of the Company's activewear and casualwear T-shirt products as well as
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.  The increased net sales in the six months
ended June 30, 1995 were principally due to the Gitano and Pro Player
acquisitions, volume increases in underwear and international operations and
price increases in all of the Company's businesses.  These increases were
partially offset by the aforementioned lower volume in activewear and
casualwear T-shirt and certain licensed sports apparel products.

GROSS EARNINGS

Gross earnings increased 10.6% and 10.8%, respectively, in the second quarter
and first six months of 1995 compared to the same periods of 1994.  The gross
margins were 29.1% and 29.8%, respectively, in the second quarter and first six
months of 1995 compared to 30% and 31.4%, respectively, in the same periods of
1994.  The increase in gross earnings for both comparisons is primarily due to
the effect of the sales volume increase and price increases.





                                       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)


The gross margins for both comparisons have been negatively affected by higher
raw material costs and other general cost increases.  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 increased 12.1% compared to the second quarter of 1994 while
the operating margin decreased .2 percentage points to 14.2% of net sales for
the quarter ended June 30, 1995.  For the first six months of 1995, operating
earnings increased 2.6% compared to the same period of 1994 while the operating
margin decreased 1.7 percentage points to 13% for the first half of 1995.  The
increase in operating earnings for both periods resulted from higher gross
earnings in 1995 which more than offset the increase in selling, general and
administrative expenses.  Higher selling, general and administrative costs
arose from the inclusion of the Gitano and Pro Player operations acquired at
various dates in 1994 and which 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 resulted from higher shipping costs as a result of higher unit volume
and new distribution locations.  The increase in selling, general and
administrative expenses also includes non-recurring charges in the first
quarter of 1995,  related to the curtailment of selling and marketing
activities in Mexico, and  non-recurring charges in the second quarter of 1995,
related to 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 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 13.7% and 15.3%
of net sales in the second quarter and first six months of 1995, respectively,
compared to 14.2% and 15.1% of net sales, respectively, in the same periods of
1994.

INTEREST EXPENSE

Interest expense for the second quarter and first six months of 1995 increased
29.0% and 31.6%, respectively, from the same periods of 1994.  The increase 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.





                                       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)


INCOME TAXES

The effective income tax rate for the second quarter and first six 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 and the provision for interest
related to prior years' taxes.

EARNINGS PER SHARE

Earnings per share were $.52 for the second quarter of 1995 compared to $.51
for the prior year period, a 2% increase.  For the six months ended June 30,
1995, earnings per share decreased 11.9% to $.74 from $.84 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.  Management is in discussions
regarding the effect of this plan on the Company's Gitano business with this
customer and 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 Company believes it has a good relationship with this
customer and is in the process of negotiating with this customer to maintain
the Gitano brand name.  However, 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 $63,000,000).

        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.  Subsequent to this acquisition, the Major League Baseball strike and
the National Hockey League lockout in 1994 and 1995 has resulted in reduced
consumer demand for sports related apparel, including demand for the Company's
Salem branded products.  It is unknown whether there will be any permanent
decline in the sports apparel business as a result of the Major League Baseball
strike and the National Hockey League lockout.  In addition, increased
competition in the U.S. licensed sports apparel business 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 $98,300,000 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.

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 approximately $1,026,300,000 of revolving lines
of credit.  As of August 10, 1995 approximately $265,200,000 was available and
unused under these facilities.

Net cash used for operating activities in the six months ended June 30, 1995
and 1994 was $159,000,000 and $4,300,000, respectively.  The primary components
of cash used for operating activities in the first six months of 1995 and 1994
were increases in working capital of $300,400,000 and $149,400,000,
respectively.  The working capital increases in the first half of 1995 and 1994
were caused by higher accounts receivable ($158,900,000 and $144,600,000,
respectively) and higher inventories ($154,300,000 and $87,300,000,
respectively).  The increases in accounts receivable and inventory in the first
six months of 1995 and 1994 reflect the seasonality of the Company's business,
as it is in its peak selling period.  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 six months ended June 30, 1995
and 1994 was $60,500,000 and $265,000,000, respectively.  Capital expenditures
were $65,800,000 and $99,100,000 in the first six months of 1995 and 1994,
respectively.  In the first six months of 1994 the Company spent approximately
$142,700,000 on the acquisitions of Artex Manufacturing Co., Inc. and Gitano,
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.





                                       9
<PAGE>   11

                    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)

Net cash provided by financing activities in the six months ended June 30, 1995
and 1994 was $189,900,000 and $199,400,000, 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 June 30, 1995 was approximately $92,000,000.
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.

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

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.





                                       10
<PAGE>   12

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION




ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders was held on May 16, 1995.  Three proposals
were submitted to stockholders as described in the Company's Proxy Statement
dated April 7, 1995 and were voted upon and approved by the stockholders at the
meeting.  The table below briefly describes the proposals and results of the
stockholder votes.


<TABLE>
<CAPTION>
                                                           Votes          Votes                      Authority      Broker
                                                          in Favor       Opposed        Abstain      Withheld      Nonvotes
                                                          --------       -------        -------      --------      --------
                  <S>                                    <C>             <C>            <C>           <C>          <C>
                  Proposal to elect the following
                  nine directors:

                  Elected by holders of Class A
                  Common Stock:
                      Omar Z. Al Askari                  59,021,551          --            --         527,071         --
                      Dennis S. Bookshester              59,031,513          --            --         517,109         --
                      Lee W. Jennings                    59,073,701          --            --         474,921         --

                  Elected by holders of Class A and
                  Class B Common Stock:
                      William Farley                     92,526,254          --            --         477,248         --
                      John B. Holland                    92,554,176          --            --         449,326         --
                      Henry A. Johnson                   92,516,016          --            --         487,486         --
                      Richard C. Lappin                  92,494,203          --            --         509,299         --
                      A. Lorne Weil                      92,488,633          --            --         514,869         --
                      Sir Brian Wolfson                  92,527,691          --            --         475,811         --

                  Proposal to approve the
                      Company's 1995 Executive
                      Incentive Compensation Plan        76,941,002      8,318,383      314,380         --         7,429,737

                  Proposal to approve the
                      Company's 1995 Non-Employee
                      Directors' Stock Plan              79,363,761      5,861,898      347,506         --         7,430,337

</TABLE>




                                       11
<PAGE>   13

                    FRUIT OF THE LOOM, INC. AND SUBSIDIARIES

                    PART II. OTHER INFORMATION - (CONCLUDED)


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a. 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).

10(a)            Management Agreement between Farley Industries, Inc. and the
                 Company dated as of January 1, 1995.

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.

b.  REPORTS ON FORM 8-K
No report on Form 8-K was filed by the Registrant during the quarter ended June
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: August 14, 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)





                                       13