SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(~~Mark One~~d) OF THE SECURITIES EXCHANGE ACT OF 1934

xFOR THE QUARTERLY ~~REPORT~~PERIOD ~~PURSUANT~~ENDED TOJULY ~~SELECTION~~31, 132004 ~~OR 15(d) OF THE~~

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2003

Commission File Number 001-08941*

FRUIT OF THE LOOM UNSECURED CREDITORS TRUST

(Exact name of registrant as specified in its charter)


Delaware		04-6979618
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Clingman & Hanger Management Associates, LLC 11038 Lakeridge Parkway, Suite 4 Ashland, VA		23005
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 804-550-7911

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

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. Not applicable. Reference is made to the Form 15 filed on May 2, 2002.

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates. Not applicable.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not Applicable

DOCUMENTS INCORPORATED BY REFERENCE: NONE

NONE

Fruit Of The Loom Unsecured Creditors Trust is a transferee of certain of the assets and liabilities of Fruit of the Loom, Inc., and files reports under Fruit of the Loom, Inc.’s former Commission file number. Fruit of the Loom, Inc. filed a Form 15 on May 2, 2002, indicating its notice of termination of registration and filing requirements.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.		1
		Cash Balance Sheet at July 31, 2002 and 2003	1
		Cash Balance Sheet at July 31, 2004 and April 30, 2004	1
		Statement of Operations for Three Months Ended July 31, 2002 and 2003	3
		Statement of Operations for Three Months Ended July 31, 2004 and 2003	2
		Statement of Cash Flows for Three Months Ended July 31, 2002 and 2003	2
		Statement of Cash Flows for Three Months Ended July 31, 2004 and 2003	3
		Notes to Financial Statements	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.		78
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		911
ITEM 4.	CONTROLS AND PROCEDURES		912
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		912
ITEM 2.	~~CHANGES~~UNREGISTERED INSALES OF EQUITY SECURITIES AND USE OF PROCEEDS		1012
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		1013
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		1013
ITEM 5.	OTHER INFORMATION		1013
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K		1013
SIGNATURES			1114
INDEX TO EXHIBITS			1215

This report includes “forward-looking statements”. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions and are not historical facts, ~~which~~and typically may be identified by use of terms such as “anticipate,” “believe,” “estimate,” “plan,” “may,” “expect,” “intend,” “could,” “potential,” and similar expressions, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included in this report represent the Trustee’s current judgment and expectations, but our actual results, events and performance could differ materially from those in the forward-looking statements. The forward looking statements are subject to a number of risks and uncertainties. We do not intend to update any of these factors or to publicly announce the results of any revisions to these forward-looking statements.

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Fruit Of The Loom

Unsecured Creditors Trust

Cash Balance Sheet

(unaudited)

	As of July 31, 2003		As of April 30, 2003
	As of July 31, 2004		As of April 30,2004
Assets:
Cash	$	118,~~294~~319,~~781~~957	$	178,~~431~~910,~~268~~414
Total Assets	$	118,~~294~~319,~~781~~957	$	178,~~431~~910,~~268~~414
Liabilities (Reserves) :
Distribution Reserve for Allowed and Disputed Claims	$	97,~~955~~862,~~466~~043	$	158,~~784~~268,~~302~~675
Case Administration Expense Reserve	$	1457,~~339,315~~914	$	1641,~~646,966~~739
Total Liabilities (Reserves)	$	118,~~294~~319,~~781~~957	$	178,~~431~~910,~~268~~414

The accompanying notes are an integral part of these financial statements

Fruit Of The Loom

Unsecured Creditors Trust

Statement of ~~Cash~~Operations ~~Flows~~

(unaudited)

	Three MonthsEnded July 31, 2003			Three MonthsEnded July 31, 2002			15 Months FromTrust InceptionThrough July 31, 2003
	Quarter Ended July 31							Twenty Seven MonthsFrom Trust InceptionThrough July 31, 2004
Cash at Beginning of Period	$	17,431,268		$	0		$	0
	2004			2003
Cash Flow from Unsecured Creditor Trust Funding :
Receipts :
Distributions from FOL Liquidation Trust	$	~~768,539~~—		$	16768,~~459,967~~539		$	~~19,806,315~~$	20,382,719
Initial Funding of UCT Case Administration Expenses	$	0—		$	~~2,705,000~~—		$	~~2,705,000~~$	2,705,000
Total	$	768,539		$	19,164,967		$	22,511,315
Interest and Other Income	$	23,927		$	35,899			$	486,464
Cash Flow from Investing Activities :
Total Receipts	$	23,927		$	804,438			$	23,574,183
Interest and Other Income	$	35,899		$	0		$	374,623
Disbursements & Expenses :
Total	$	35,899		$	0		$	374,623
Distributions from UCT	$	(430,559	)	$	(6,633,274	)		$	(13,007,140	)
Cash Flow from Trust Operations :
Trust Expense	$	(183,825	)	$	(307,651	)		$	(2,247,086	)
Distributions from UCT	$	(6,633,274	)	$	0		$	(10,225,472	)
Total Disbursements & Expenses	$	(614,384	)	$	(6,940,925	)		$	(15,254,226	)
Trust Expense	$	(307,651	)	$	0		$	(1,365,685	)
Net Receipts (Disbursements & Expenses)	$	(590,457	)	$	(6,136,487	)		$	8,319,957
Total	$	(6,940,925	)	$	0		$	(11,591,157	)
Net Cash Flow	$	(6,136,487	)	$	19,164,967		$	11,294,781
Cash at End of Period	$	11,294,781		$	19,164,967		$	11,294,781

The accompanying notes are an integral part of these financial statements

Fruit Of The Loom

Unsecured Creditors Trust

Statement of ~~Operations~~Cash Flows

(unaudited)

	Three MonthsEnded July 31, 2003			Three MonthsEnded July 31, 2002			15 Months FromTrust InceptionThrough July 31, 2003
	Three Months EndedJuly 31, 2004			Three Months EndedJuly 31, 2003				TwentySeven Months FromTrust Inception Through July 31, 2004
Receipts :
Cash at Beginning of Period	$	8,910,414		$	17,431,268			$	—
Distributions from FOL Liquidation Trust	$	768,539		$	16,459,967		$	19,806,315
Cash Flow from Unsecured Creditor Trust Funding :
Initial Funding of UCT Case Administration Expenses	$	—		$	2,705,000		$	2,705,000
Distributions from FOL Liquidation Trust	$	—		$	768,539			$	20,382,719
Interest and Other Income	$	35,899		$	—		$	374,623
Initial Funding of UCT Case Administration Expenses	$	—		$	—			$	2,705,000
Total Receipts	$	804,438		$	19,164,967		$	22,885,938
Total	$	—		$	768,539			$	23,087,719
Disbursements & Expenses :
Cash Flow from Investing Activities :
Distributions from UCT	$	(6,633,274	)	$	—		$	(10,225,472	)
Interest and Other Income	$	23,927		$	35,899			$	486,464
Trust Expense	$	(307,651	)	$	—		$	(1,365,685	)
Total	$	23,927		$	35,899			$	486,464
Total Disbursements & Expenses	$	(6,940,925	)	$	—		$	(11,591,157	)
Cash Flow from Trust Operations :
Net Receipts (Disbursements & Expenses)	$	(6,136,487	)	$	19,164,967		$	11,294,781
Distributions from UCT	$	(430,559	)	$	(6,633,274	)		$	(13,007,140	)
Trust Expense	$	(183,825	)	$	(307,651	)		$	(2,247,086	)
Total	$	(614,384	)	$	(6,940,925	)		$	(15,254,226	)
Net Cash Flow	$	(590,457	)	$	(6,136,487	)		$	8,319,957
Cash at the end of period	$	8,319,957		$	11,294,781			$	8,319,957

The accompanying notes are an integral part of these financial statements

FRUIT OF THE LOOM

UNSECURED CREDITORS TRUST

~~LIQUIDATING TRUST~~ NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)

1. General

On December 29, 1999, Fruit of the Loom, Inc. (“FTL”) filed with the United States ~~Bankruptcy~~ Court for the District of Delaware (the “~~Bankruptcy~~ Court”) a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The Third Amended Joint Plan of Reorganization of Fruit of the Loom, et. al. (the “Plan”) was confirmed by the ~~Bankruptcy~~ Court on April 19, 2002. The Plan became effective on April 30, 2002 (the “Effective Date”). In accordance with the Plan, the apparel business of Fruit of the Loom was sold to Berkshire Hathaway, Inc. pursuant to the Asset Purchase Agreement ~~(the “APA”)~~ by and between Fruit of the Loom, Ltd., Fruit of the Loom, Inc., Union Underwear, Inc., FTL Caribe, Ltd. (the “Sellers”) and New FOL, Inc. (the “Purchaser”) and Berkshire Hathaway, Inc.

The Fruit of the Loom Unsecured Creditors Trust (the “UCT”) was established pursuant to the Plan. The operation of the UCT is governed by the Plan and the ~~Trust~~UCT Agreement executed pursuant thereto. Terms which are not defined herein are defined in the Plan and the ~~Trust~~UCT Agreement. Clingman & Hanger Management Associates, LLC serves as the Trust Administrator (the “Trustee”) of the UCT. The UCT was established to perform certain obligations of FTL under the Plan, including: (a) receiving distributions from the FOL Liquidation Trust intended for holders of Allowed Class 4A Claims (the “~~Trust~~ Claims”) and distributing those funds to those holders; (b) holding and distributing any proceeds received from the Creditors’ Committee ~~Action~~Actions, ~~which the UCT Advisory Committee~~ (~~the “UCTAC”) subsequently determined not to pursue; (~~c) having the exclusive authority to prosecute, settle or otherwise resolve objections to Disputed Trust Claims and to prosecute, settle or otherwise resolve the Creditors’ Committee Action and (d) such other purposes as set forth in the Plan and the Trust Agreement.

To4 the extent of any inconsistency between these Notes to the Unaudited Financial Statements and the Plan or the Trust Agreement, the terms of the Plan or the Trust Agreement (as the case may be) control.

otherwise resolve objections to Disputed Claims and to prosecute, settle or otherwise resolve the Creditors’ Committee Action and (d) such other purposes as set forth in the Plan and the UCT Agreement.

2. Beneficiaries and Beneficial Interests

The Beneficiaries of the UCT are the holders of Allowed Class 4A claims. Each holder of an Allowed Class 4A Claim receives an uncertificated beneficial interest in the UCT in proportion to their pro rata share of ~~Trust~~ Claims.

3. Summary of Significant Accounting Policies and Method of Accounting

The UCT financial statements are prepared on a cash basis of accounting. Transactions (including the recording of interest earned) are recorded when cash is received or disbursed. The Cash ~~Basis~~ Balance Sheet includes cash arising from cash transactions, while the Statement of Operations includes cash receipts as additions and cash disbursements as expenses/deductions. The ~~Trust~~ UCT Agreement, approved by the ~~Bankruptcy~~ Court as part of the confirmation of the Plan, provides for the fiscal year of the UCT to end on April 30.

The UCT’s financial statements present, to the best of the Trustee’s knowledge, the cash receipts and disbursements from the ~~Trust~~ UCT for the period reported. The financial reports and accompanying information were prepared for the use of the Trustee and the UCT Advisory Committee (“UCTAC”) and for filing with the ~~Bankruptcy~~ Court in accordance with Section 7.1 of the ~~Trust~~ UCT Agreement.

4. Commitments, Contingencies and Recoveries

4As discussed in Note 1, the financial statements are prepared on a cash basis. Accordingly, no accrual has been made for potential liabilities or recoveries (including interest earned but not yet received or estimates of future distributions from the FOL Liquidation Trust). However, the UCT has established Disputed Claim Reserves and Other Reserves as required or allowed by the Plan and the UCT Agreement, which reserves have been established in the reasonable business judgment of the Trustee and pursuant to order of the Court as described in Note 5.

As discussed in Note 1, the financial statements are prepared on a cash basis. Accordingly, no accrual has been made for potential liabilities or recoveries (including interest earned, but not yet received or estimates of future distributions from the FOL Liquidation Trust), however, the Trust has established Disputed Claim Reserves and Other Reserves as required or allowed by the Plan and the Trust Agreement, which reserves have been established in the reasonable business judgment of the Trustee and pursuant to order of the Bankruptcy Court as described in Note 5.

5. Claims, Distributions and Reserves

The UCT has filed various Omnibus Objections to Claims and, after notice and hearing, orders allowing and expunging claims of non-responding claimants were entered by the Court. The UCT has resolved certain other claims on a consensual basis.

On the Effective Date, there were approximately 3,450 Class 4A Claims. As of July 31, ~~2003~~2004, there are approximately 1,~~960~~931 Class 4A Claims remaining, of which ~~847~~1,561 have been Allowed, leaving approximately ~~1,113~~370 Disputed Claims.

With the approval of the Bankruptcy Court, the UCT made its first distribution to holders of the Initial Allowed Claims on October 30, 2002 as required by Section 4.5(b) of the Trust Agreement. Section 8.6 of the Plan provides that on the Initial Distribution Date, the UCT shall establish a separate Disputed Reserve for Disputed Claims, consisting of the ratable proportion of all cash allocated for distribution on account of each Disputed Claim based upon the asserted amount of each Disputed Claim or such amount as may be agreed to by the holder of the Claim and the UCT or as may otherwise be determined by the Court. On September 18, 2002, the UCT filed a motion (the “First Reserve Motion”) with the Bankruptcy Court to establish the amount of the Disputed Reserve. On October 10, 2002, the Bankruptcy Court granted the UCT’s First Reserve Motion and entered an order approving the Initial Distribution and the Disputed Reserves Proposed in the First Reserve Motion (the “Initial Distribution Reserve Order”). Based upon the amount of the claims for which reserves were established, an Initial Distribution of 3.9297% was authorized by the court and made by the UCT to holders of Allowed Claims.

On July 30, 2003, the UCT made its Second Distribution in the amount of 4.5446% to holders of Allowed Claims pursuant to the reserving methodology approved by the Bankruptcy Court for the First Reserve Motion. This brings the total distribution to holders of Allowed Claims to 8.4743% as of July 31, 2003.

As of July 31, 2003, 847 claims have been allowed in the total amount of $135,030,014. The Initial Distribution of 3.9297% and the Second Distribution of 4.5446%, totalling 8.4743%, has been disbursed to holders of 716 Allowed Claims who have provided the UCT with taxpayer identification numbers as required by the Trust Agreement. As of July 31, 2003, $10,225,472 has been disbursed and the UCT continues to hold $1,217,376 for 131 holders of Allowed Claims who have not provided the taxpayer identification information required by the Trust Agreement. Such funds will be disbursed upon receipt of the necessary taxpayer identification numbers.

Except as set forth in the First Reserve Motion, the UCT did not seek estimation of individual claims, but rather an estimation of certain categories of claims as described therein. This approach has less adverse impact upon the claimants than would the estimation of each claim, because the aggregate estimation does not limit any individual claimant’s claim. Notwithstanding anything contained herein or in the First Reserve Motion, the amounts reflected herein for the Disputed Claims are for reserve purposes only, and the UCT reserves the right to object to any claim, and to continue to pursue any pending objection to any claim.

During the quarter ended July 31, 2003, the UCT received distributions from the FOL Liquidation Trust in the amount of $768,539. During the Quarter ended July 31, 2002, the UCT received distributions from the FOL Liquidation Trust in the amount of $16,459,967. Since the Effective Date, the UCT has received distributions from the FOL Liquidation Trust in the aggregate amount of $19,806,315. All of the amounts received from the FOL Liquidation Trust, net of distributions to holders of Allowed Claims, are in the cash balances as part of the Reserve for Allowed and Disputed Claims. As of July 31, 2003, the UCT holds total reserves of $9,955,466 for Allowed and Disputed Claims. As of July 31, 2002, the UCT held total reserves of $16,459,967 for Allowed and Disputed Claims.

~~Pursuant~~With the approval of the Court, the UCT made its first distribution to holders of the Initial Allowed Claims on October 30, 2002 as required by Section 74.~~23.~~5(b) of the UCT Agreement. Section 8.6 of the Plan provides that on the Initial Distribution Date, the UCT ~~received~~shall $2establish a Reserve for Disputed Claims,~~705,000,~~ ~~which~~consisting isof ~~allocated~~the ~~solely~~ratable ~~for~~proportion ~~trust~~of ~~expenses~~all ~~and~~cash allocated ~~which~~for isdistribution ~~returned~~on toaccount of each Disputed Claim based upon the ~~FOL~~asserted ~~Liquidation~~amount ~~Trust~~of each Disputed Claim or such amount as may be agreed to by the ~~extent~~holder ~~not~~of ~~used~~the ~~for~~Claim ~~such~~and ~~expenses~~the UCT or as may otherwise be determined by the Court. AtOn ~~this~~September ~~time~~18, ~~while~~2002, the ~~reserving~~UCT ~~all~~filed ofa ~~its~~motion ~~rights~~(the “First Reserve Motion”) with ~~respect~~the ~~thereto,~~Court to establish the ~~UCT~~amount ~~believes~~of ~~that~~the noDisputed ~~additional~~Reserve. ~~funds~~On ~~need~~October be10, ~~allocated~~2002, ~~from~~the Court granted the ~~Distribution~~UCT’s First Reserve ~~for~~ ~~Allowed~~Motion and ~~Disputed~~entered ~~Claims~~an asorder ~~possible~~approving ~~funding~~the ~~for~~Initial Distribution ~~trust~~and ~~expenses~~the ofDisputed ~~case~~Reserves ~~administration.~~Proposed ~~Accordingly,~~in the ~~amounts~~First ~~expended~~Reserve ~~for~~Motion ~~trust~~(the ~~expenses~~“Initial ~~are~~Distribution ~~not~~Reserve ~~anticipated~~Order”). toBased ~~impact~~upon the ~~distributions~~amount toof the ~~holders~~claims offor ~~Allowed~~which ~~Claims~~reserves inwere ~~Class~~established, 4Aan ~~due~~Initial toDistribution of 3.9297% was authorized by the ~~separate~~court ~~funding~~and made by the UCT to holders of ~~trust~~Allowed ~~expenses~~Claims as described below.

On July 30, 2003, the UCT made its Second Distribution in the amount of 4.5446% to holders of Allowed Claims pursuant to the reserving methodology approved by the Court for the First Reserve Motion. This brings the total distribution to holders of Allowed Claims to 8.4743% as of July 31, 2004, which is the distribution rate applicable to holders of Allowed Claims which have been allowed subsequent to July 1, 2003.

As of July 31, 2004, 1,561 claims have been allowed in the total amount of $165,796,249. The Initial Distribution of 3.9297% and the Second Distribution of 4.5446%, totalling 8.4743%, has been disbursed to holders of 1,373 Allowed Claims who have provided the UCT with taxpayer identification numbers as required by the UCT Agreement. As of July 31, 2004, $13,007,140 has been disbursed and the UCT continues to hold $1,042,932 for 188 holders of Allowed Claims who have not provided the taxpayer identification information required by the UCT Agreement. Such funds will be disbursed upon receipt of the necessary taxpayer identification numbers.

During the quarter ended July 31, 2004, the UCT received no distributions from the FOL Liquidation Trust. During the Quarter ended July 31, 2003, the UCT received distributions from the FOL Liquidation Trust in the amount of $768,539. Since the Effective Date, the UCT has received distributions from the FOL Liquidation Trust in the aggregate amount of $20,382,719. All of the amounts received from the FOL Liquidation Trust, net of distributions to holders of Allowed Claims, are in the cash balances as part of the Reserve for Allowed and Disputed Claims. As of July 31, 2004, the UCT holds total reserves of $7,862,043 for Allowed and Disputed Claims. As of April 30, 2004, the UCT held total reserves of $8,268,675 for Allowed and Disputed Claims.

Pursuant to Section 7.23.5 of the Plan, the UCT received $2,705,000, which is allocated solely for trust expenses and which is to be returned to the FOL Liquidation Trust to the extent not used for such expenses. At this time, while reserving all of its rights with respect thereto, the UCT believes that, with the possible exception that a portion of the UCT’s interest income which has been added to the reserve and may be needed for trust expenses, no additional funds need be allocated from the funds currently held in the Distribution Reserve for Allowed and Disputed Claims as possible funding for trust expenses of case administration. The UCT anticipates that all of the funds held in the Case Administration Reserve will be used for case administration expenses, and that any amount needed beyond such reserve should be less than the interest earned by the UCT since its inception. The UCT thus anticipates that all or substantially all of the distributions received from the FOL Liquidation Trust will be used for distributions to holders of Beneficial Interests. Accordingly, the amounts expended for trust expenses are not anticipated to significantly impact the distributions to the holders of Allowed Claims in Class 4A due to the separate funding of the UCT’s trust expenses and interest earned by the UCT on its investments.

6. Trust Termination

The UCT shall terminate upon the distribution of all assets held in UCT but not later than three years after the Effective Date; provided, however, if the Trustee determines it to be in the best interest of the Beneficiaries, and subject to the approval of the ~~Bankruptcy~~ Court, the term of the UCT may be extended for one or more finite terms. The ~~Trust~~UCT Agreement originally provided that the UCT would terminate not later than five years after the Effective Date (subject to extension with approval of the ~~Bankruptcy~~ Court). In conjunction with commencement of periodic reporting to the Securities and Exchange Commission (“SEC”), the UCT and the UCTAC amended the ~~Trust~~UCT Agreement to provide for the UCT’s termination not later than three years after the Effective Date (subject to extension with approval of the ~~Bankruptcy~~ Court) to be consistent with published advice from the SEC to other liquidating trusts. While the UCT anticipates that its claim resolution work will be completed prior to the three year anniversary date, the UCT will need to continue its existence until it has received all of its distributions from the FOL Liquidation Trust. The FOL Liquidation Trust has indicated that additional distributions will be made to the UCT but has not advised as to the anticipated amount or timing of additional distributions. Thus, even if the UCT has completed its claim resolution work, it may be necessary to apply to the Court for an extension of the UCT’s termination date to ensure that the Beneficiaries receive all amounts to which they are entitled under the Plan.

7. Income Tax Status

The receipt of the uncertificated interest in the UCT constitutes full satisfaction of a Beneficiary’s claim against FTL. Pursuant to the Plan, as of the Effective Date, a Beneficiary was deemed to have received its allocable share of the assets that were then deemed contributed to the UCT.

Upon the advice of tax counsel, the UCT determined that Grantor Trust Statements ~~are~~were required to be issued after the end of the UCT’s first fiscal year, which is was April 30, 2003. Accordingly, 2003 Grantor Trust Statements ~~will~~were be issued to Beneficiaries reporting required tax information, including each grantor’s share of the income, gain, deductions, loss or credits of the ~~Trust~~UCT attributable to the period from the date of the ~~Trust~~UCT’s formation through the end of the UCT’s first fiscal year on April 30, 2003, with the amounts so reported to be reflected on the ~~Beneficiary’s appropriate 2003 tax return.~~

Beneficiary’s appropriate 2003 tax return. Similarly, Grantor Trust Statements reporting required tax information will be issued to Beneficiaries at the time the Grantor Trust Statements are issued, including each grantor’s share of the income, gain, deductions, loss or credits of the UCT attributable to each fiscal year ending April 30^th, with the amounts so reported to be reflected on the Beneficiary’s appropriate tax return for the tax year in which the UCT’s tax year ends.

All entities that receive distributions under the Plan are responsible for reporting and paying, as applicable, taxes on account of their distributions. Each Beneficiary is strongly advised to consult its own tax advisor regarding the federal, state, local and foreign tax consequences of holding or disposing of an interest in the UCT and of receiving distributions from the UCT.

8. Disbursements and Expenses

The Statement of Operations includes a section titled “Disbursements & Expenses” and the Statement of Cash Flows includes a section titled “Cash Flow from Trust Operations”. Both of these sections have line items titled “Distributions by UCT” and “Trust Expenses”. Set forth below are the descriptions of the types of disbursements and expenses included in each line item:

Distributions

These amounts represent payments made to the holders of Allowed Claims in Class 4A, as described in Note 5. Distributions have been made to holders of Allowed Claims during the quarter ended July 31, 2004 in the aggregate amount of $430,559. Distributions of $6,633,274 were made to holders of Allowed Claims during the quarter ended July 31, 2003. Aggregate distributions since the inception of the trust total $13,007,140, representing 8.4743% of Allowed Claims to holders who have provided taxpayer identification numbers as required by the Plan.

These amounts represent payments made to the holders of Allowed Claims in Class 4A, as described in Note 5. Distributions have been made to holders of Allowed Claims during the quarter ended July 31, 2003 in the aggregate amount of $6,633,274. No distributions were made in the quarter ending July 31, 2002. Aggregate distributions since the inception of the trust total $10,225,472, representing 8.4743% of Allowed Claims to holders who have provided taxpayer identification numbers as required by the Plan.

Trust Expenses

These amounts represent payment of expenses of the UCT, including trust administration, professional fees, claims resolution, and other costs. Trust expenses include the fees of the Trustee which are paid pursuant to the fee arrangement agreed to and approved by the UCTAC upon the appointment of the Trustee in conjunction with confirmation of the Plan and the formation of the UCT.

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

The following discussion should be read in conjunction with our financial statements and related notes included in this Form 10-Q.

Application of Critical Accounting Policies

The Trustee believes the following critical accounting policies, among others, are subject to significant judgments and estimates used in the preparation of these financial statements.

Cash Basis of Accounting

The UCT financial statements are prepared on a cash basis of accounting. Transactions (including the recording of interest earned) are recorded when cash is received or disbursed. The Cash Basis Balance Sheet includes cash arising from cash transactions, while the Statement of Operations includes cash receipts as additions and cash disbursements as expenses/deductions. The ~~Trust~~UCT Agreement, approved by the ~~Bankruptcy~~ Court as part of the confirmation of the Plan, provides for the fiscal year of the UCT to end on April 30.

The UCT’s financial statements present, to the best of the Trustee’s knowledge, the cash receipts and disbursements from the UCT for the period reported. The financial reports and accompanying information were prepared for the use of the Trustee and the UCTAC and for filing with the ~~Bankruptcy~~ Court in accordance with Section 7.1 of the ~~Trust~~UCT Agreement. While not required under ~~Generally Accepted~~generally ~~Accounting~~accepted ~~Principles~~accounting principles, the Trustee believes that reporting financial information from the date of the inception of the UCT is ~~more~~ meaningful for holders of Beneficial Interests, ~~than~~in addition to reporting fiscal year information, ~~only~~ and accordingly has included such information onin these financial reports.

Reserves

No accrual has been made for potential liabilities or recoveries (including interest earned, but not yet received or estimates of future distributions from the FOL Liquidation Trust),. ~~however~~However, the UCT has established Disputed Claim Reserves and Other Reserves as required or allowed by the Plan and the ~~Trust~~UCT Agreement, which reserves have been established in the reasonable business judgment of the Trustee and pursuant to order of the ~~Bankruptcy~~ Court.

Tax Status

The UCT is intended to qualify as a liquidating trust for federal income tax purposes, and therefore should be taxable as a grantor trust. The holders of Beneficial Interests will be treated as grantors; accordingly, their pro rata share of all items of income, gain, loss, deduction and credit will be included in the income tax returns of the holders of Beneficial Interests.

share of all items of income, gain, loss, deduction and credit will be included in the income tax returns of the holders of Beneficial Interests.

Changes in net assets

Funding from FOL Liquidation Trust and Investment Income

During the quarter ended July 31, ~~2003~~ 2004, the UCT received no distributions from the FOL Liquidation Trust ~~in the aggregate amount of $768,539~~ and received interest on invested funds in the amount of $3523,~~899~~927. During the quarter ended July 31, ~~2002~~2003, the UCT received distributions from the FOL Liquidation Trust in the aggregate amount of $16768,~~459,967.~~539 ~~Funds~~and ~~were~~received ~~invested during the quarter ended July 31, 2002, however, no~~ interest ~~was~~on ~~received~~invested ~~until~~funds ~~after~~in the ~~end~~amount of ~~that quarter~~$35,899. Since its inception, the UCT has received distributions from the FOL Liquidation Trust in the aggregate amount of $1920,~~806~~382,~~315~~719. The UCT’s investments have yielded interest income in the amount of $~~338~~486,~~723~~464 since its inception.

Reserves

In accordance with the terms of the ~~Third Amended Reorganization~~ Plan and the Initial Distribution ~~Reserve Order~~, the UCT has established reserves for allowed and disputed claims. The Disputed Claims reserve consists of the ratable proportion of all cash allocated for distribution on account of each disputed claim based upon the asserted amount of each disputed claim or such amount as may be agreed to by the holder of the Claim and the UCT or as may otherwise be determined by the Court. As of July 31, ~~2003~~2004, the UCT holds total reserves of $97,~~955~~862,~~466~~043 for Allowed and Disputed Claims, including $1,~~217~~042,~~376~~932 for ~~131~~188 holders of Allowed Claims who have not provided the taxpayer identification information required by the ~~Trust~~UCT Agreement. As of ~~July~~April 3130, ~~2002~~2004, the UCT held total reserves of $168,~~459~~268,~~967~~675 for Allowed and Disputed Claims. The reserve for Allowed and Disputed Claims decreased on account of distributions made to holders of Allowed Claims and resolution of ~~disputed~~Disputed ~~claims~~Claims.

The UCT also holds a Case Administration Expense Reserve in the amount of $1457,~~339,315~~914 as of July 31, ~~2003~~2004, which is to be used to fund expenses of adminstering the UCT, as more particularly described ~~the~~in the Trust Expenses section below. As of April ~~July~~30, 312004, ~~2002~~ the Case Administration Expense Reserve was $2641,~~705,000~~739. The decrease in this reserve is due to payment of trust expenses.

Distributions

An Initial Distribution of 3.9297% was authorized by the court and made by the UCT to holders of Allowed Claims on October 30, 2002 in accordance with the Initial Distribution Reserve Order, and periodically thereafter to holders of subsequently Allowed Claims. On July 30, 2003, the UCT made its Second Distribution in the amount of 4.5446% to holders of Allowed Claims ~~pursuant~~using tothe the reserving methodology approved by the ~~Bankruptcy~~ Court for the ~~First~~Initial ~~Reserve Motion~~Distribution. This brings the total distribution to holders of Allowed Claims to 8.4743% as of July 31, 2004, which is the distribution rate received by holders of Allowed Claims which have been allowed subsequent to July 31, 2003.

Distributions have been made to holders of Allowed Claims during the quarter ended July 31, ~~2003~~2004 in the aggregate amount of $430,559. Distributions of $6,633,274. ~~No distributions~~ were made into holders of Allowed Claims during the quarter ~~ending~~ended July 31, ~~2002~~2003. Aggregate distributions since the inception of the trust total $1013,~~225~~007,~~472~~140, representing 8.4743% of Allowed Claims for which required taxpayer identification information has been provided.

Outstanding Claims

On the date of inception of the UCT ~~and continuing through the quarter ended July 31~~, ~~2002,~~ there were approximately 3,450 Class 4A Claims. The UCT has filed various objections to Claims and, after notice and hearing, orders allowing and expunging claims of non-responding claimants were entered by the Court. The UCT has resolved certain other claims on a consensual basis. As a result, on July 31, ~~2003~~2004, there are approximately 1,~~960~~931 Class 4A Claims remaining. Of this amount, ~~847~~1,561 claims totalling $~~135~~165,~~030~~796,~~014~~249 have been allowed. There remain approximately ~~1,113~~370 Disputed Claims as of July 31, ~~2003~~2004.

810

Trust Expenses

During the quarter ended July 31, ~~2003~~2004, the UCT paid expenses totalling $~~307~~183,~~651~~825, which include trust administration, professional fees, claims resolution, and other costs. During ~~its~~the ~~first~~ quarter ended July 31, ~~2002~~2003, ~~no expenses were paid from~~ the UCT ~~due~~paid toexpenses ~~its~~totaling ~~recent formation~~$307,651. Since its inception, the UCT has paid trust expenses totalling $12,~~365~~247,~~685~~086. Trust expenses include the fees of the Trustee, which are paid pursuant to the fee arrangement agreed to and approved by the UCTAC upon the appointment of the Trustee in conjunction with confirmation of the Plan and the formation of the UCT.

Pursuant to the ~~Third Amended Reorganization~~ Plan, the UCT received $2,705,000, which is allocated solely for trust expenses and which is to be returned to the FOL Liquidation Trust to the extent not used for such expenses. At this time, while reserving all of its rights with respect thereto, the UCT believes that, with the possible exception that a portion of the UCT’s interest income which has been added to the reserve and may be needed for trust expenses, no additional funds need be allocated from the funds currently held in the Distribution Reserve for Allowed and Disputed Claims as possible funding for trust expenses of case administration. The UCT anticipates that all of the funds held in the Case Administration Reserve will be used for case administration expenses, and that any amount needed beyond such reserve should be less than the interest earned by the UCT since its inception. The UCT thus anticipates that all or substantially all of the distributions received from the FOL Liquidation Trust will be used for distributions to holders of Beneficial Interests. Accordingly, the amounts expended for trust expenses are not anticipated to significantly impact the distributions to the holders of Allowed Claims in Class 4A due to the separate funding of the UCT’s trust expenses by the Case Administration Expense Reserve and interest earned by the UCT on its investments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Response:~~The ~~None~~Reserves held by the UCT are invested through, and with the investment advice of, the Trust Department of Wachovia Bank, N.A. The UCT’s holdings of financial instruments are comprised primarily of government agency securities and investment grade corporate securities. All such instruments are classified as securities held to maturity. The UCT seeks reasonable assurance of the safety of principal and market liquidity by investing in rated fixed income securities. Its market risk exposure consists principally of exposure to changes in interest rates. Its holdings are also exposed to the risks of changes in the credit quality of issuers. The UCT typically invests in the shorter end of the maturity spectrum and the Trustee believes that changes in interest rates would not have a material effect on the fair value of UCT holdings. All cash is invested in interest bearing instruments until disbursed.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation Of Disclosure Controls And Procedures

AnThe ~~evaluation was performed under the supervision and with the participation of the~~ UCT’s Trustee, ofafter evaluating the effectiveness of the ~~Company~~UCT’s disclosure controls and procedures, (as ~~such~~defined ~~term~~in isExchange ~~defined~~Act ~~under~~Rules ~~Rule~~ 13a-1514(ec) ~~promulgated~~and ~~under~~15d-14(c)) ~~the~~as ~~Securities~~of ~~Exchange~~the ~~Act~~end of ~~1934,~~the asperiod ~~amended~~covered by this quarterly report (the “~~Exchange~~Evaluation ~~Act~~Date”) ~~as of July 31~~, ~~2003.~~have concluded ~~Based~~that onas ~~that~~of ~~evaluation,~~ the ~~UCT’s~~Evaluation ~~Trustee~~Date, ~~concluded that~~ the ~~Company~~UCT’s disclosure controls and procedures ~~are~~were adequate and effective to ensure that material information ~~required~~relating to ~~be disclosed by~~ the ~~Company~~UCT inwould ~~reports~~be ~~that~~made itknown ~~files~~to orthem ~~submits~~by ~~under~~others within the ~~Exchange Act~~UCT, isparticularly ~~recorded,~~during ~~processed,~~the ~~summarized~~period ~~and reported as specified~~ in ~~Securities~~which ~~and~~this ~~Exchange~~quarterly ~~Commission~~report ~~rules~~was ~~and~~being ~~forms~~prepared.

(b) Changes in Internal Controls

There were no significant changes in the UCT’s internal ~~control~~controls ~~over~~or ~~financial~~in ~~reporting~~other factors that ~~occurred~~could ~~during~~significantly affect the UCT’s ~~most~~internal ~~recent~~controls ~~fiscal quarter~~and ~~that~~procedures ~~has~~subsequent ~~materially~~to ~~affected~~the Evaluation Date, ornor isany ~~reasonably~~significant ~~likely~~deficiencies toor ~~materially~~material ~~affect,~~weaknesses ~~the~~in ~~UCT’s~~such internal ~~control~~controls ~~over~~and ~~financial~~procedures requiring ~~reporting~~corrective actions.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Pursuant to the ~~Third Amended Reorganization~~ Plan, the UCT operates under the jurisdiction and supervision of the United States Bankruptcy Court for the District of Delaware and will continue to do so until the UCT has received its final distribution from the FOL Liquidation Trust, all general unsecured claims are resolved and the UCT is terminated pursuant to the terms of the ~~Third Amended Reorganization~~ Plan.

Since its inception, the UCT has filed various Omnibus Claims Objections motions with the Court in connection with bankruptcy claims resolution. Most of the general unsecured claims as to which objections were previously filed have been resolved either consensually or by default order entered by the Court. The Court retains jursidiction to hear disputed claims matters in the event that the parties are unable to consensually resolve any of the remaining claims as to which objections are pending. The UCT anticipates filing additional Claims objections in the future.

The UCT is not aware of any facts or circumstances giving rise to any claims that would result in litigation against the UCT, nor is the UCT planning to file suit against any third party, except as it may relate to claims resolution

ITEM 2. ~~CHANGES~~UNREGISTERED INSALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Response:~~Not ~~None~~Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~Response:~~Not ~~None~~Applicable

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

~~Response:~~Not ~~None~~Applicable

ITEM 5. OTHER INFORMATION

~~Response:~~Not Applicable ~~None~~

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits 31. Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32. Certificate pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. B. Reports on Form 8-K None

1031. Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32. Certificate pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.

B. Reports on Form 8-K

None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

~~THE~~ FRUIT OF THE LOOM UNSECURED CREDITORS TRUST. By: ~~CLINGMAN~~Clingman & ~~HANGER~~Hanger ~~MANAGEMENT~~Management ~~ASSOCIATES~~Associates, LLC as Trust Administrator By: /s/ W. ~~EDWARD~~Edward ~~CLINGMAN~~Clingman, JRJr. W. Edward Clingman, Jr. Principal

Date: September 1514, ~~2003~~ 2004

1114

Exhibit Index

31.		Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.		Certificate pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

31. Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

1232. Certificate pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Table~~15 ~~of Contents~~

Exhibit 31

CERTIFICATION

I, W. Edward Clingman, Jr. certify that:

1. I have reviewed this quarterly report on Form 10-Q of Fruit of the Loom Unsecured Creditors Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, changes in financial condition and cash flows of the UCT as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the UCT, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the UCT’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the UCT’s internal control over financial reporting that occurred during the UCT’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the UCT’s internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the UCT’s auditors and representatives of the Committee:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the UCT’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the UCT’s internal control over financial reporting.

Date: September 15, 2003	By:	CLINGMAN & HANGER MANAGEMENT ASSOCIATES, LLC as Trust Administrator of The Fruit of the Loom Unsecured Creditors Trust
		/s/ W. EDWARD CLINGMAN, JR.
		W. Edward Clingman, Jr. Principal

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Fruit Of The Loom Unsecured Creditors Trust (the “Trust”) on Form 10-Q for the period ended July 31, 2003 as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Edward Clingman, Jr., a principal of Clingman & Hanger Management Associates, LLC, Trust Administrator of the Trust, certify, pursuant to 18 U.S.C. Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies, to the extent applicable, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

Date: September 15, 2003	By:	CLINGMAN & HANGER MANAGEMENT ASSOCIATES, LLC as Trust Administrator of The Fruit Of The Loom Unsecured Creditors Trust
		/s/ W. EDWARD CLINGMAN, JR.
		W. Edward Clingman, Jr. Principal

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Filing Compare · FRUIT OF THE LOOM UNSECURED CREDITORS TRUST