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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

         |X|      Quarterly Report Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

                      For the quarter ended March 31, 2001

         |_|      Transition Report Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

                         Commission file number 0-20552


                          DYNEX SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)

                  Virginia                                 52-1739975
        (State or other jurisdiction                    (I.R.S. Employer
             of  incorporation)                        Identification No.)

4551 Cox Road, 3rd Floor, Glen Allen, Virginia               23060
 (Address of principal executive offices)                 (Zip Code)

                                 (804) 217-5800
              (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 ninety days. |X| Yes |_| No

As of April 30, 2001, the latest  practicable  date, there were 10,000 shares of
Dynex Securities Corporation common stock outstanding.

The registrant  meets the conditions set forth in General  Instructions  H(1)(a)
and (b) of Form 10-Q and is  therefore  filing  this Form 10-Q with the  reduced
disclosure format.
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                          DYNEX SECURITIES CORPORATION
                                    FORM 10-Q
                                      INDEX

                                                                     Page Number

PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements
                    Balance Sheets at March 31, 2001 (unaudited)
                    and December 31, 2000                                3

                    Notes to Balance Sheets                              4

Item 2.           Management's Discussion and Analysis of
                    Financial Condition                                  5

Item 3.           Quantitative and Qualitative Disclosure about
                    Market Risk                                          5

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings                                      6

Item 5.           Other Information                                      6

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

SIGNATURES                                                              12

PART I.       FINANCIAL INFORMATION


Item 1.       Financial Statements

DYNEX SECURITIES CORPORATION
BALANCE SHEETS

                                            (Unaudited)
                                             March 31,            December 31,
                                               2001                   2000
                                         ----------------      -----------------

ASSETS
Cash                                           $ 10,000              $ 10,000
                                       ===================    ==================

SHAREHOLDER'S EQUITY
Common Stock, no par value;
  10,000 shares authorized,
    issued and outstanding                     $ 10,000              $ 10,000
                                       ===================    ==================

See accompanying notes to the balance sheets.

DYNEX SECURITIES CORPORATION
NOTES TO BALANCE SHEETS
March 31, 2001


NOTE 1 - - CONDENSED FINANCIAL STATEMENTS

The  accompanying  consolidated  balance sheets  have  been  prepared  in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information and notes required by generally accepted  accounting  principles for
complete balance sheets.  The financial statements include the accounts of
Dynex Securities  Corporation (the "Company").  The Company, was incorporated in
Virginia on July 8, 1992 as a wholly-owned, limited-purpose financing subsidiary
of SMFC Funding  Corporation,  a Virginia  corporation  ("SMFC").  On January 1,
1997, SMFC dividended all of the outstanding  stock of the Company,  represented
by 1,000 shares of common stock, to Dynex Holding,  Inc.  ("DHI"),  an affiliate
company.  On  November  1,  2000,  DHI  sold all of the  capital  stock to Dynex
Capital, Inc., an affiliate of DHI.

The Company was organized to facilitate  the  securitization  of mortgage  loans
through  the  issuance  and  sale of  collateralized  bonds  (the  "Bonds")  and
certificates of participation ("Mortgage Securities").  The Bonds will be issued
pursuant to an indenture or indentures and will be secured by securities  backed
by one or more of the  following:  mortgage  loans,  Federal  National  Mortgage
Association  Mortgage-Backed  Certificates,   insurance  policies,  and  various
accounts and funds (collectively, the "Collateral"). The Collateral for a series
of Bonds will be pledged to a trustee.  The Mortgage Securities will represent a
percentage interest in a pool of Collateral  purchased by a trust established by
the Company.

In the opinion of management,  all adjustments  considered  necessary to present
fairly the  financial  position for the periods  presented  have been made.  The
Balance Sheet as of March 31, 2001 is  unaudited.  The Balance Sheet at December
31, 2000 has been taken from the audited  financial  statements as of that date.
The Mortgage Securities,  Bonds and the related collateral are excluded from the
financial  statements  of the  Company  since  the  issuance  of these  Mortgage
Securities  and Bonds had been accounted for by the Company's  previous  parent,
SMFC,  as a sale of the  associated  collateral  in  accordance  with  generally
accepted  accounting  principles.  Accordingly,  the  statements of  operations,
shareholder's  equity and cash flows for the three  months  ended March 31, 2001
and 2000 have not been provided.  For further information,  refer to the audited
balance  sheet and footnotes  included in the  Company's  Form 10-K for the year
ended December 31, 2000.

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

Dynex Securities  Corporation  (the "Company"),  was incorporated in Virginia on
July 8, 1992 as a  wholly-owned,  limited-purpose  financing  subsidiary of SMFC
Funding Corporation,  a Virginia corporation  ("SMFC"). On January 1, 1997, SMFC
dividended  all of the  outstanding  stock of the Company,  represented by 1,000
shares of common stock, to Dynex Holding, Inc. ("DHI"), an affiliate company. On
November 1, 2000, DHI sold all of the capital stock to Dynex  Capital,  Inc., an
affiliate of DHI.

The Company was organized to facilitate  the  securitization  of mortgage  loans
through  the  issuance  and  sale of  collateralized  bonds  (the  "Bonds")  and
certificates of participation ("Mortgage Securities").  The Bonds will be issued
pursuant to an indenture or indentures and will be secured by securities  backed
by one or more of the  following:  mortgage  loans,  Federal  National  Mortgage
Association  Mortgage-Backed  Certificates,   insurance  policies,  and  various
accounts and funds (collectively, the "Collateral"). The Collateral for a series
of Bonds will be pledged to a trustee.  The Mortgage Securities will represent a
percentage interest in a pool of Collateral  purchased by a trust established by
the Company.

After  payment  of  the  expenses  of an  offering  and  certain  administrative
expenses, the net proceeds from an offering of Bonds or Mortgage Securities will
be used to purchase  Collateral  from DHI,  the Company (in the case of Mortgage
Securities issued by a trust) or various third parties.  DHI, its affiliates and
the Company can be expected to use the  proceeds  received  from the sale of the
Collateral  to reduce  indebtedness  incurred to obtain such loans or to acquire
additional Collateral.

After the  issuance of a series of Bonds,  the  Company may sell the  Collateral
securing that series of Bonds, subject to the lien of the Bonds.

The Mortgage  Securities and Bonds and the related  Collateral are excluded from
the financial  statements  of the Company  since the issuance of these  Mortgage
Securities  and Bonds has been accounted for by SMFC as a sale of the associated
Collateral in accordance with generally accepted accounting principles.

During the three  months ended March 31,  2001,  the Company  issued no Mortgage
Securities or Bonds on behalf of DHI. The most recent securitization of mortgage
loans  by the  Company  occurred  in  September  1995,  when the  Company  was a
subsidiary of SMFC, now an affiliate.

At March 31, 2001,  the Company had $1.4  billion of  securities  remaining  for
issuance under a registration  statement  filed with the Securities and Exchange
Commission in October 1994.  Securities sold through  private  placements by the
Company  do not  reduce  the  amount  available  under  the  shelf  registration
statements.


Item 3.    Quantitative and Qualitative Disclosures about Market Risk

None.

PART II.   OTHER INFORMATION


Item 1.    Legal Proceedings:

           None.

Item 5.    Other Information:

           None.

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

(a)        Exhibits

3.1        Articles of Incorporation of the Registrant (Incorporated  herein by
           reference to the Exhibits to Registrant's Registration Statement No.
           33-49520 on Form S-11 filed July 10, 1992).

3.2        By-Laws of the Registrant (Incorporated herein by reference to the
           Exhibits to Registrant's  Registration Statement No. 33-49520 on Form
           S-11 filed July 10, 1992).

4.1        Form of Trust Agreement dated July 1, 1992, (Incorporated  herein by
           reference to Exhibits to Registrant's Registration Statement No.
           33-49520 on Form S-11 filed July 10, 1992).

4.2        Standard Terms to Trust Agreement dated July 1, 1992 (Incorporated
           herein by reference to the Exhibits to Registrant's Registration
           Statement No. 33-49520 on Form S-11 filed July 10, 1992).

4.3        Copy of Series 1992-1 Trust Agreement dated as of August 1, 1992,
           among Registrant, Ryland Mortgage Company, as Master Servicer, and
           Texas Commerce Bank National Association, as Trustee (Incorporated
           herein by reference to Exhibit to the Registrant's Current Report on
           Form 8-K, filed September 4, 1992).

4.4        Copy of Series  1992-2 Trust Agreement dated as of September 1, 1992,
           among  Registrant,  Ryland  Mortgage  Company,  as  Master  Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to Exhibit to the  Registrant's
           Current Report on Form 8-K, filed October 14, 1992).

4.5        Copy of Series  1992-3  Trust Agreement dated as of October 1, 1992,
           among Registrant, Ryland Mortgage Company, as Master Servicer, and
           Texas Commerce Bank National Association, as Trustee (Incorporated
           herein by reference to Exhibit to the  Registrant's  Current  Report
           on Form 8-K, filed November 6, 1992).

4.6        Copy of Series 1992-4 Trust Agreement dated as of November 1, 1992,
           among  Registrant,  Ryland  Mortgage  Company,  as  Master  Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to Exhibit to the Registrant's
           Current Report on Form 8-K, filed December 7, 1992).

4.7        Copy of Series  1992-6 Trust Agreement  dated as of December 1, 1992,
           among  Registrant,  Ryland  Mortgage  Company,  as  Master  Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to Exhibit to the  Registrant's
           Current  Report on Form 8-K,  filed  January 7, 1993).

4.8        Copy of Series 1993-1 Trust Agreement  dated as of  January 1, 1993,
           among  Registrant,  Ryland  Mortgage  Company,  as  Master  Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to Exhibit to the  Registrant's
           Current  Report on Form 8-K,  filed February 8, 1993).

4.9        Copy of Series 1993-2 Trust Agreement  dated as of February 1, 1993,
           among  Registrant,  Ryland  Mortgage  Company,  as  Master  Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to Exhibit to the Registrant's
           Current Report on Form 8-K, filed March 9, 1993).

4.10       Copy of Series 1993-3 Trust  Agreement  dated as of February 1, 1993,
           among  Registrant,  Ryland  Mortgage  Company,  as  Master  Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to Exhibit  to the  Registrant's
           Current  Report on Form 8-K,  filed  March 11, 1993).

4.11       Copy of Series 1993-4 Trust Agreement dated as of May 1, 1993,  among
           Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
           Commerce Bank National Association, as Trustee (Incorporated herein
           by reference to Exhibit to the Registrant's Current Report on Form
           8-K, filed June 3, 1993).

4.12       Copy of Series 1993-5 Trust Agreement dated as of May 1, 1993, among
           Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
           Commerce Bank National Association, as Trustee (Incorporated herein
           by reference to Exhibit to the Registrant's Current Report on Form
           8-K, filed June 7, 1993).

4.13       Copy of Series 1993-6 Trust Agreement dated as of June 1, 1993, among
           Registrant, Ryland Mortgage Company, as Master Servicer, and Texas
           Commerce Bank National Association, as Trustee (Incorporated herein
           by reference to Exhibit to the Registrant's Current Report on Form
           8-K, filed July 8, 1993).

4.14       Copy of the Series 1993-7 Trust Agreement dated as of July 1, 1993,
           among  Registrant,  Ryland  Mortgage  Company,  as  Master  Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed August 6, 1993).

4.15       Copy of the Series 1993-8 Trust Agreement dated as of August 1, 1993,
           among  Registrant,  Ryland  Mortgage  Company,  as  Master  Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed September 3, 1993).

4.16       Standard Terms to Trust Agreement, dated August 1, 1993 (Incorporated
           herein by reference to the Exhibits to the  Registrant's  Current
           Report on Form 8-K, filed September 3, 1993).

4.17       Copy of the Series 1993-9 Trust Agreement dated as of September 1,
           1993, among the Registrant,  Ryland Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated  herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed October 8, 1993).

4.18       Copy of the  Series  1993-10  Trust Agreement  dated as of October 1,
           1993, among the Registrant,  Ryland Mortgage  Company,  as Master
           Servicer, and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated  herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed November 1, 1993).

4.19       Copy of the Series  1993-11  Trust Agreement  dated as of December 1,
           1993, among the Registrant,  Ryland Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed January 7, 1994).

4.20       Copy of the Series 1994-1 Trust Agreement  dated as of  December 1,
           1993, among the Registrant,  Ryland Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed January 24, 1994).

4.21       Copy of the Series 1994-2 Trust agreement dated as of January 1,
           1994, among the Registrant,  Ryland Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the
           Registrant's  Current Report on form 8-K, filed February 10, 1994).

4.22       Copy of the Series  1994-3 Trust Agreement dated as of February 1,
           1994, among the Registrant,  Ryland Mortgage  Company,  as Master
           Servicer, and Texas Commerce Bank National  Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed March 3, 1994).

4.23       Copy of the Series 1994-5 Trust Agreement dated as of March 1, 1994,
           among the Registrant, Ryland Mortgage Company, as Master Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed April 12, 1994).

4.24       Copy of the Series 1994-4 Trust Agreement dated as of March 1, 1994,
           among the Registrant,  Ryland Mortgage  Company,  as Master Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed April 13, 1994).

4.25       Copy of the Series 1994-2 First Amendment to Trust Agreement dated as
           of March 15, 1994, among the  Registrant, Ryland Mortgage Company, as
           Master Servicer, and Texas Commerce Bank National Association, as
           Trustee (Incorporated herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed May 5, 1994).

4.26       Copy of the Series 1994-6 Trust Agreement  dated as of April 1, 1994,
           among the Registrant,  Ryland Mortgage  Company,  as Master Servicer,
           and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed May 12, 1994).

4.27       Copy of the Series 1994-4 First Amendment to Trust Agreement dated as
           of April 15, 1994,  among the  Registrant,  Ryland Mortgage  Company,
           as Master Servicer, and Texas Commerce Bank National Association, as
           Trustee (Incorporated herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed May 18, 1994).

4.28       Copy of the Series 1994-7 Trust  Agreement, dated as of June 1, 1994,
           by and among the Registrant,  Ryland Mortgage Company,  as Master
           Servicer, and Texas Commerce Bank National  Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed July 11, 1994).

4.29       Copy of the Series 1994-8 Trust  Agreement, dated as of June 1, 1994,
           by and among the Registrant,  Ryland Mortgage Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed July 12, 1994).

4.30       Copy of the Series 1994-9 Trust  Agreement, dated as of June 1, 1994,
           by and among the Registrant,  Ryland Mortgage Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed July 12, 1994).

4.31       Copy of the Series 1994-7 First Amendment to Trust Agreement, dated
           as of August 1, 1994, by and among the  Registrant,  Ryland  Mortgage
           Company,  as Master  Servicer,  and Texas  Commerce  Bank  National
           Association,  as Trustee (Incorporated  herein by reference to the
           Exhibits to the  Registrant's  Current Report on Form 8-K, filed
           September 12, 1994).

4.32       Copy of the  Series  1994-10  Trust Agreement,  dated as of August 1,
           1994, by and among the Registrant,  Ryland Mortgage Company, as
           Master Servicer, and Texas Commerce Bank National Association, as
           Trustee (Incorporated herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed September 13, 1994).

4.33       Standard Terms to Trust Agreement (August 1994 Edition)(Incorporated
           herein by reference to the Exhibits to the  Registrant's  Current
           Report on Form 8-K, filed September 13, 1994).

4.34       Copy of the Series 1994-2 Second Amendment to Trust Agreement dated
           as of September 27, 1994, among the Registrant, Ryland Mortgage
           Company, as Master Servicer, and Texas Commerce Bank National
           Association, as Trustee (Incorporated herein by  reference to the
           Exhibits to the  Registrant's Current Report on Form 8-K, filed
           October 5, 1994).

4.35       Copy of the Series 1993-10 First Amendment to Trust  Agreement, dated
           as of October 7, 1994, by and among the Registrant,  Ryland Mortgage
           Company, as Master  Servicer,  and Texas  Commerce  Bank  National
           Association,  as Trustee (Incorporated  herein by reference to the
           Exhibits to the  Registrant's  Current Report on Form 8-K, filed
           October 13, 1994).

4.36       Copy of the Series  1994-11  Trust  Agreement, dated as of October 1,
           1994, by and among the Registrant,  Ryland Mortgage Company, as
           Master Servicer, and Texas Commerce Bank National Association, as
           Trustee (Incorporated herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed November 10, 1994).

4.37       Standard  Terms to Trust  Agreement  (Pool  Insurance)  (October 1994
           Edition) (Incorporated  herein by reference to the Exhibits to the
           Registrant's Current Report on Form 8-K, filed November 10, 1994).

4.38       Copy of the Series 1993-8 First Amendment to Trust Agreement, dated
           as of November 1, 1994, by and among the Registrant,  Ryland Mortgage
           Company,  as Master  Servicer,  and Texas  Commerce  Bank  National
           Association,  as Trustee (Incorporated  herein by reference to the
           Exhibits to the  Registrant's  Current Report on Form 8-K, filed
           December 15, 1994).

4.39       Copy of the Series 1994-4 Second Amendment to Trust  Agreement, dated
           as of November 1, 1994, by and among the Registrant, Ryland Mortgage
           Company, as Master  Servicer,  and Texas  Commerce  Bank  National
           Association,  as Trustee (Incorporated  herein by reference to the
           Exhibits to the  Registrant's  Current Report on Form 8-K, filed
           December 15, 1994).

4.40       Copy of the Series  1994-12 Trust  Agreement, dated as of December 1,
           1994, by and among the Registrant, Ryland Mortgage Company, as Master
           Servicer, and Texas Commerce Bank National Association, as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed January 11, 1995).

4.41       Copy of the Series  1994-12 Trust  Agreement, dated as of December 1,
           1994, by and among the Registrant,  Ryland Mortgage Company, as
           Master Servicer, and Texas Commerce Bank National Association, as
           Trustee (Incorporated herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed January 13, 1995).

4.42       Copy of the Series 1995-1 Trust Agreement, dated as of March 1, 1995,
           by and among the Registrant,  Ryland Mortgage Company,  as Master
           Servicer, and Texas Commerce Bank National  Association, as Trustee
           (Incorporated  herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed April 7, 1995).

4.43       Copy of the  September  1995  Edition  of  Standard  Terms  to  Trust
           Agreement (with Servicing  Agreement for Credit Sensitive  Loans)
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed October 12, 1995).

4.44       Copy of the Series  1995-2 Trust  Agreement, dated as of September 1,
           1995, by and among the Registrant,  Resource Mortgage  Capital, Inc.,
           as Master Servicer, and Texas Commerce Bank National Association, as
           Trustee (Incorporated herein by reference to the Exhibits to the
           Registrant's  Current Report on Form 8-K, filed October 12, 1995).

4.45       Copy of the Series 1992-1 First Amendment to Trust Agreement, dated
           as of December 1, 1995, by and among the Registrant,  Norwest Bank
           Minnesota, N.A., as Master  Servicer,  and Texas Commerce Bank
           National  Association,  as Trustee (Incorporated  herein by reference
           to the Exhibits to the  Registrant's  Current Report on Form 8-K,
           filed January 11, 1996).

4.46       Copy of the Series 1992-2 First Amendment to Trust Agreement, dated
           as of December 1, 1995, by and among the Registrant,  Norwest Bank
           Minnesota, N.A., as Master  Servicer,  and Texas Commerce Bank
           National  Association,  as Trustee (Incorporated  herein by reference
           to the Exhibits to the  Registrant's  Current Report on Form 8-K
           filed January 11, 1996).

4.47       Copy of the Series 1992-3 First Amendment to Trust Agreement, dated
           as of December 1, 1995, by and among the Registrant,  Norwest Bank
           Minnesota, N.A., as Master  Servicer, and Texas Commerce Bank
           National  Association,  as Trustee (Incorporated  herein by reference
           to the Exhibits to the  Registrant's  Current Report on Form 8-K,
           filed January 11, 1996).

4.48       Copy of the Series 1992-4 First Amendment to Trust Agreement, dated
           as of December 1, 1995, by and among the Registrant,  Norwest Bank
           Minnesota, N.A., as Master  Servicer,  and Texas Commerce Bank
           National  Association,  as trustee (Incorporated  herein by reference
           to the Exhibits to the  Registrant's  Current Report on Form 8-K,
           filed January 11, 1996).

4.49       Copy of the Series 1992-1 Second Amendment to Trust  Agreement, dated
           as of February 1, 1998, by and amount the  Registrant,  Norwest Bank
           Minnesota, N.A., as Master Servicer and Chase Bank of Texas, N.A.,
           as Trustee, amending the Trust Agreement, dated August 1, 1992,
           relating to the Registrant's Mortgage Participation Securities,
           Series 1992-1.

99.1       Standard  Provisions to Servicing  Agreement (November 1989 Edition)
           (Incorporated  herein by reference to the Exhibits to Registrant's
           Registration Statement No. 33-49520 on Form S-11 filed July 10,
           1992).

99.2       Form of Pool Insurance Policy issued by PMI Mortgage Insurance
           Company (Incorporated  herein by reference to the Exhibits to
           Registrant's  Registration Statement No. 33-49520 on Form S-11 filed
           July 10, 1992).

99.3       Form of Pool Insurance Policy issued by General  Electric  Mortgage
           Insurance Company (Incorporated herein by reference to the Exhibits
           to Registrant's Registration Statement No. 33-49520 on Form S-11
           filed July 10, 1992).

99.4       Standard Provisions to Servicing Agreement (December 1992 Edition)
           (Incorporated  herein by reference to the Exhibits to Registrant's
           Registration Statement No. 33-57204 on Form S-11 filed January 21,
           1993).

99.5       Copy of the Support Fund Agreement, dated as of June 29, 1994 between
           Texas Commerce Bank National  Association,  as Trustee,  and Texas
           Commerce Bank National Association, as Custodian (Incorporated herein
           by reference to Exhibit to the Registrant's Current Report on
           Form 8-K, filed July 11, 1994).

99.6       Copy of the Support Fund Agreement, dated as of October 27, 1994 by
           and between SHF Corp. and Texas Commerce Bank National  Association,
           as Support Fund Trustee  (Incorporated  herein by reference to
           Exhibit to the  Registrant's Current Report on Form 8-K, filed
           November 10, 1994).

99.7       Copy of Financial  Guaranty Insurance Policy No. 50304-N issued by
           Financial  Security  Assurance  Inc.,  dated June 29, 1994,  with
           respect to the Series  1994-7  Securities  (Incorporated  herein by
           reference to Exhibit to the Registrant's Current Report on Form 10-K,
           filed March 21, 1995).

99.8       Copy of Financial Guaranty Insurance  Policy No. 50306-N  issued by
           Financial  Security  Assurance  Inc.,  dated June 28, 1994,  with
           respect to the Series  1994-9  Securities  (Incorporated  herein by
           reference to Exhibit to the Registrant's Current Report on Form 10-K,
           filed March 21, 1995).

99.9       Copy of Financial  Guaranty  Insurance  Policy No. 50326-N  issued by
           Financial  Security  Assurance Inc., dated October 27, 1994, with
           respect to the Series 1994-11  Securities  (Incorporated  herein by
           reference to Exhibit to the Registrant's Current Report on Form 10-K,
           filed March 21, 1995).

99.10      Copy of Security  Insurance  Policy No.  94010674 issued by Financial
           Guaranty Insurance Company,  dated December 28, 1994, with respect to
           the Series 1994-12  Securities   (Incorporated  herein  by  reference
           to  Exhibit  to  the Registrant's Current Report on Form 10-K, filed
           March 21, 1995).

99.11      Copy of Financial  Guaranty  Insurance  Policy No.  50360-N issued by
           Financial  Security  Assurance  Inc.,  dated March 29, 1995, with
           respect to the Series  1995-1  Securities  (Incorporated  herein by
           reference to Exhibit to the Registrant's Current Report on Form 8-K,
           filed April 7, 1995).

99.12      Copy of Financial  Security  Insurance  Policy No. 50398A-N issued by
           Financial Security Assurance Inc.,  together with Endorsements,
           relating to the Series 1995-2 Class 1A-2 Securities (Incorporated
           herein by reference to Exhibit to the Registrant's Current Report on
           Form 8-K, filed October 12, 1995).

99.13      Copy of Financial  Security  Insurance  Policy No. 50398A-N issued by
           Financial Security Assurance Inc.,  together with Endorsements,
           relating to the Series 1995-2 Class 1A-3 Securities (Incorporated
           herein by reference to Exhibit to the Registrant's Current Report on
           Form 8-K, filed October 12, 1995).

99.14      Copy of the  Meritech  Servicing  Agreement  dated  September 1, 1995
           (Incorporated  herein by reference to Exhibit to the Registrant's
           Current Report on Form 8-K, filed October 12, 1995).

99.15      Copy of the Standard Terms to Meritech Servicing  Agreement for Saxon
           Mortgage Securities Corporation,  September 1995 Edition
           (Incorporated herein by reference  to  Exhibit to the  Registrant's
           Current  Report on Form 8-K,  filed October 12, 1995).

99.16      Copy of the Saxon Mortgage, Inc. Servicing Guide for Credit Sensitive
           Loans, February 1995 Edition (Incorporated herein by reference to
           Exhibit to the Registrant's Current Report on Form 8-K, filed
           October 12, 1995).

(b)        Reports on Form 8-K

           None.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     DYNEX SECURITIES CORPORATION


                                     By:  /s/ Lisa Cooke
                                          --------------------------------------
                                          Lisa Cooke
                                          Vice President
                                          (Principal Executive Officer)



                                          /s/ Stephen J. Benedetti
                                          --------------------------------------
                                          Stephen J. Benedetti
                                          Treasurer
                                          (Principal Financial &
                                           Accounting Officer)

Dated:  May 15, 2001