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 June 30, 1997

      |_|   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 of  incorporation) (I.R.S. Employer
Identification No.)

   10900 Nuckols 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 July 31, 1997, 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.





                          DYNEX SECURITIES CORPORATION
                                    FORM 10-Q
                                      INDEX




                                                       
                                                          Page Number
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements
               Balance Sheets at June 30, 1997 and
               December 31, 1996                                  3

               Notes to Unaudited Financial Statements            4

Item 2.     Management's Discussion and Analysis of
               Financial Condition and Results of Operations      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                                                       13







PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

DYNEX SECURITIES CORPORATION
BALANCE SHEETS
(dollars in thousands)



                                               June 30,       December 31,
                                                  1997            1996
                                              ------------    -----------
                                                          
ASSETS
Cash                                           $  10             $  10
                                               ========        ========

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

<FN>
See notes to unaudited financial statements.
</FN>








DYNEX SECURITIES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 1997


NOTE 1 - - CONDENSED FINANCIAL STATEMENTS

The  accompanying  consolidated  financial  statements  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 financial statements.  The financial statements include the accounts of
Dynex  Securities  Corporation  (the  Company).  Prior to January  1, 1997,  the
Company was a wholly-owned  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 10,000 shares of Common  Stock,  to Dynex
Holding,  Inc.  (DHI),  an  affiliate  company.  The  Company was  organized  to
facilitate the securitization of mortgage loans through the issuance and sale of
certificates of participation  (Mortgage  Securities) and  collateralized  bonds
(Bonds).

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 June 30, 1997 is  unaudited.  The Balance Sheet at December
31, 1996 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 and six months ended June 30,
1997 and 1996 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, 1996.








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

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 10,000 shares of
Common  Stock,  to Dynex  Holding,  Inc.  (DHI),  an affiliate  company.  DHI is
consolidated with Dynex Capital, Inc., formerly Resource Mortgage Capital, Inc.,
for financial reporting purposes.

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 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 six months  ended  June 30,  1997,  the  Company  issued no  Mortgage
Securities or Bonds on behalf of DHI.

At June 30,  1997,  the Company had  securities  of $1.4 billion  remaining  for
issuance under a registration  statement  filed with the Securities and Exchange
Commission.  Securities  sold through  private  placements by the Company do not
reduce the amount available under the shelf registration statements.







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).

      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/ Lynn K. Geurin
                                             -------------------------------
                                              Lynn K. Geurin
                                              (Principal Executive Officer)





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






Dated:  August 14, 1997